What changed in this filing

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Item 9A. Controls and Procedures

2022-09-29 compared with 2021-10-28 · 1762 added, 707 removed, 1543 unchanged (62% of the section changed)

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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.

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.

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).

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.

As at July 31, 2022, 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, 2022, the Company’s internal control over financial reporting was effective.

The independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report has issued an attestation report on the Company’s internal control over financial reporting which attestation report appears herein.

Changes in Internal Controls

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Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Our directors and executive officers and their respective ages as of October 26, 2021 are as follows:

Our directors and executive officers and their respective ages as of September 27, 2022 are as follows:

Position with the Company

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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.

Under his leadership, the Company has become one of the fastest growing uranium companies listed on the NYSE American with one of the largest resource bases of fully permitted ISR projects of any U.S.-based producer.

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.

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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.

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”

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

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

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

Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.

Spencer Abraham .

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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.

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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.

Abraham has served as a director of Two Harbors Investment Corp.

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

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

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

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.

Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010.

Kong is a certified director (ICD.D) of the Institute of Corporate Directors.

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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.

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Mani worked at Honeywell International Inc.

(formerly Allied-Signal Inc.) where his career spanned a variety of functional areas and product lines.

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.

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.

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

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.

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:

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Melbye is a 38-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.

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.

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.

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.

Melbye spent 22 years with the Cameco Group of companies, both at their 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).

Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc.

He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company’s world-wide uranium marketing and trading activities (achieving annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities).

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.

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

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

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

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

Melbye 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 Central Europe, China, India, United Arab Emirates and Mexico.

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.

Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency.

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.

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

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

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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.

Kong is the Chairman of the Audit Committee.

Kong is the Chairperson of the Audit Committee.

Our Board of Directors has determined that Mr.

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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.

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The Corporate Governance and Nominating Committee is comprised of Vincent Della Volpe, David Kong and Ganpat Mani.

Della Volpe is the Chairman of the Corporate Governance and Nominating Committee.

Della Volpe is the Chairperson 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.

The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of Board of Director 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 of Director members and recommends individuals to fill vacancies.

There are no minimum qualifications for consideration for nomination to be a director of the Company.

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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.

Director Time Commitments Policy

We have adopted a Director Time Commitments Policy (the “Director Time Commitments Policy”).

The Director Time Commitments Policy provides that the Company’s non-executive Chairman and lead independent director shall be limited to serving on four public company boards, including the Company’s Board of Directors (excluding private companies and other non-public companies).

The Company’s Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of the Company’s non-executive Chairman and lead independent director.

The Company’s non-executive Chairman and lead independent director affirm that they are in compliance with the Director Time Commitments Policy as of the date of this Annual Report.

Our Director Time Commitments Policy can be viewed on our website at www.uraniumenergy.com.

Sustainability Committee

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

Kong is the Chairman of the Sustainability Committee.

Kong is the Chairperson of the Sustainability Committee.

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

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

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

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 reports 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.

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 and including, but not limited to, gender, age, ethnicity and cultural diversity.

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 Corporate Governance and Nominating Committee and the Board of Directors have set a target of 30% female directors by the end of Fiscal 2023.

As at the date of this Annual Report, 67% of our Board of Directors identify as diverse based on ethnicity and 17% identify as female.

67% of our executive officers identify as diverse based on ethnicity, with 0% female representation.

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;

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

Employee Diversity

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

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

Compliance with Section 16(a) of the Exchange Act

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The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta.

Della Volpe is the Chairman of the Compensation Committee.

Della Volpe is the Chairperson of the Compensation Committee.

All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American.

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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;

periodically review and make recommendations to the Board of Directors regarding the compensation of non-management directors.

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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.

In Fiscal 2022 the Compensation Committee once again 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.

GGA’s services in Fiscal 2021 included:

GGA’s services in Fiscal 2022 included:

compensation philosophy validation;

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executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer and Executive Vice President;

review and design of the annual non-equity incentive plan;

non-management director compensation review;

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.

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 $27,067 and $43,417 for Fiscal 2021 and Fiscal 2022, 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.

In Fiscal 2022, 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:

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

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;

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:

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;

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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.

In Fiscal 2022 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 compensation with appropriate market comparators.

In addition to 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 address changes in the external market and to better reflect our Company’s business.

The Peer Group remained relatively consistent with the prior year and included uranium mining companies and other companies operating in the 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 that of 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.

The companies removed from the Peer Group were delisted or were 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 their 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 executive officers and its Board of Directors.

In Fiscal 2022, with the GGA Recommendations, our compensation philosophy aimed to align both our executive officers’

and Board of Directors’

compensation around the median of the Peer Group.

At the time of the Peer Group review, the Company was positioned at the 60 th percentile on a market capitalization basis, and at the 22 nd percentile on a total assets basis compared with the Peer Group.

In Fiscal 2022, the following companies were removed from or added to the Peer Group:

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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.

Global Atomic Corporation

Silvercorp Metals Inc.

Gulfport Energy Corporation

UEX Corporation

Northern Oil and Gas, Inc.

In Fiscal 2022, the Peer Group was comprised of the following companies:

Centrus Energy Corp.

Fission Uranium Corp.

Silvercorp Metals Inc.

Global Atomic Corporation

Northern Oil and Gas, Inc.

Comstock Resources, Inc.

Gulfport Energy Corporation

PolyMet Mining Corp.

Denison Mines Corp.

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.

NACCO Industries, Inc.

Fission Uranium Corp.

NexGen Energy Ltd.

Compensation Elements and Rationale

The Company’s executive compensation program consists of:

base compensation, short-term incentive awards;

The Company’s executive compensation program consists of:

base compensation;

short-term incentive awards;

and long-term incentive equity compensation.

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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.

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

Effective on March 1, 2022 and again effective on August 1, 2022, the base compensation paid on an annual basis to our executive officers and to Mr.

Adnani, respectively, was increased to position pay competitively with the market and to reflect the Company’s growth and performance.

The following table sets forth the direct and indirect base compensation paid to our executive officers on an annual basis at each quarter end for our Fiscal 2022 and thereafter.

Principal Position

October 31, 2021

January 31, 2022

April 30, 2022

July 31, 2022

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

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”.

The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate and individual performance goals and metrics.

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

The Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year.

Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “Target Award”), with payouts based on a performance multiplier dependent on corporate and individual performance.

The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award.

No payout is awarded if the Compensation Committee deems that the Company failed to achieve performance goals.

To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer’s role, internal equity and whether the executive officer's incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group.

The following sets forth the formula for payment of STIP awards.

The following sets forth the Target Awards expressed as a percentage of executive officer base compensation along with the corresponding corporate and individual performance weightings for Fiscal 2022.

The performance weightings vary by position within the Company, with corporate performance having a higher weighting for more senior executive officers.

Fiscal 2022 Target Award

Performance Weighting

Executive Officer

President and Chief Executive Officer

Secretary, Treasurer and

Chief Financial Officer

Executive Vice President

Performance Scorecard

The Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy.

At the end of each fiscal year, the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to the Board of Directors the payment of STIP awards.

The Compensation Committee and the Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned.

In the first quarter of Fiscal 2022, the Compensation Committee selected performance goals and metrics within a performance scorecard.

At the end of Fiscal 2022, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics and assigned each of Messrs.

Adnani and Obara an award at breakthrough for corporate and individual performance and assigned Mr.

Melbye an award at breakthrough and target for corporate and individual performance, respectively.

Adnani achieved an award at 200% of target.

In order to achieve internal equity and to control costs, the Compensation Committee and the Board of Directors exercised negative discretion to reduce the payouts awarded to Messrs.

Obara and Melbye to 164% and 120% of target, respectively.

The following sets forth the scorecard for Fiscal 2022.

Performance Levels

Performance Metrics

Chief Executive Officer

Chief Financial Officer & Executive Vice President

Target Award)

(100% of Target Award)

(200% of Target Award)

S-K 1300 Reporting

One TRS report

Two TRS reports

Three TRS reports

Four TRS reports filed

Production Growth

Increase production capabilities through strategic acquisition

 Completed

Balance Sheet

Strengthen the balance sheet to support growth initiatives with at least $50 million of liquid assets comprised of cash, and the fair value of physical uranium and equity holdings

Balance Sheet:

Exceeded $70 million

Pre-Production Program

Develop and advance the Burke Hollow Project by completion of installation of the monitor well ring at Production Area 1

Burke Hollow:

Develop Greenhouse Gas Emissions Management Policy for UEC’s Texas projects

Create emissions inventory of all sources (mobile and stationary) for each Texas project and initiate fuel consumption tracking by individual source at each project

Identify, assess and calculate cost benefit analysis for emission reduction opportunities at UEC’s Texas projects

Setup a contract with electricity provider at Palangana to purchase renewable energy credits to ensure power to the project will be from renewal energy and all the Scope 2 emissions associated with that purchased power will be deducted from our total emissions footprint

Four of four goals completed

Two of four goals

Three of four goals

Four of four goals

Total Recordable Injury and Illness Incidence Rate

Promote high performing safe environments with no recordable injuries

Total Recordable Injury and Illness Incidence Rate:

Chief Executive Officer

Individual Performance

Chief Executive Officer:

Exceeded Expectations

Individual Performance:

Exceeded Expectations

Below Expectations

Met Expectations

Exceeded Expectations

Chief Financial Officer

Individual Performance

Chief Financial Officer:

Exceeded Expectations

Individual Performance:

Exceeded Expectations

Below Expectations

Met Expectations

Exceeded Expectations

Vice President  

Individual Performance

Executive Vice President:

Met Expectations

Individual Performance:

Met Expectations

Below Expectations

Met Expectations

Exceeded Expectations

The following sets forth the STIP awards paid to our executive officers for Fiscal 2022.

Executive Officer

Base Compensation

Fiscal 2022 Target Award

Fiscal 2022 STIP Payout (1)

% of Base Compensation

President and Chief Executive Officer

Pat Obara (2)

Secretary, Treasurer and

Chief Financial Officer

Executive Vice President

Performance Goals and Metrics

The Compensation Committee selected the following performance goals and metrics within the Company’s performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers.

In Fiscal 2022, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels.

SEC S-K 1300 Reporting:

The Compensation Committee selected this metric based on the belief that adopting the reporting requirements of S-K 1300 is important to the Company’s organizational development and is required for compliance with SEC regulations to provide our stockholders with a more comprehensive understanding of our mineral holdings.

This metric represented 10%, 7.5% and 7.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

Publication of two TRS reports represented the target level of performance, publication of one TRS report represented the threshold level of performance and publication of three TRS reports represented the breakthrough level of performance.

The result was breakthrough performance at 200%.

As of July 31, 2022 the Company had completed and filed four TRS reports respecting each of its Reno Creek, Wyoming Hub and Spoke, Anderson and Yuty Projects on February 8, 2022, April 4, 2022, July 12, 2022 and July 19, 2022, respectively.

Production Growth:

The Compensation Committee selected this metric based on the belief that the acquisition of additional accretive uranium deposits will further potential production capacity and create stockholder value through higher production levels and lower production costs.

This metric represented 30%, 22.5% and 22.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

The U1A Acquisition represented a unique opportunity to acquire an advanced asset base from a subsidiary of Uranium One Inc., one of the global leaders in the nuclear energy industry, and to double the Company’s production capacity in three key categories:

total number of permitted U.S.

ISR projects;

resources and processing infrastructure.

Completion of the U1A Acquisition represented the breakthrough level of performance.

No threshold or target award opportunities were established for this metric. 

The result was breakthrough performance at 200%.

On December 17, 2021 the Company completed the U1A Acquisition.

Balance Sheet:

The Compensation Committee selected this metric based on the belief that strengthening the balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support the Company’s growth initiatives.

This metric represented 10%, 7.5% and 7.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

$60 million of liquid assets represented the target level of performance, $50 million of liquid assets represented the threshold level of performance and $70 million of liquid assets represented the breakthrough level of performance.

The result was breakthrough performance at 200%. 

As of July 31, 2022, the Company had liquid assets of $131 million.

Burke Hollow Pre-Production Program:

The Compensation Committee selected this metric based on the belief that developing and advancing the Burke Hollow Project by completion of installation of the monitor well ring at PAA-1 is important to support the Company’s strategy to advance production-readiness.

This metric represented 10%, 7.5% and 7.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively. Completion of installation of the monitor well ring represented the breakthrough level of performance.

No threshold or target award opportunities were established for this metric.

The result was breakthrough performance at 200%. 

As of July 31, 2022, installation of the monitor well ring was completed.

The Compensation Committee selected this metric to support the Company’s commitment to being a responsible steward of our environment and the communities where we operate.

This metric required the Company to:

(i) develop a Greenhouse Gas Emissions Management Policy for the Company’s Texas projects;

(ii) create an emissions inventory of all sources (mobile and stationary) for each Texas project and initiate fuel consumption tracking by individual source at each project;

(iii) identify, assess and calculate a cost benefit analysis for emission reduction opportunities at the Company’s Texas projects;

and (iv) setup a contract with our electricity provider at Palangana to purchase renewable energy credits to ensure power to the project will be from renewal energy and all the Scope 2 emissions associated with that purchased power will be deducted from our total emissions footprint.

This metric represented 10%, 7.5% and 7.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

The target level of performance required the Company to achieve any three of the four goals, the threshold level of performance required the Company to achieve any two of the four goals and the breakthrough level of performance required the Company to achieve all of the four goals.

The result was breakthrough performance at 200%.

As of July 31, 2022, the Company had achieved all of the four goals.

Total Recordable Injury and Illness Incidence Rate:

The Compensation Committee selected this metric based on the belief that the total recordable Injury and Illness Incidence Rate (“IIR”) is critical to the Company’s overall approach to promoting high performing safe environments.

The Company’s IIR is calculated by multiplying the total number of Occupational Safety and Health Administration (“OSHA”) recordable injuries and illnesses at our operations in the U.S.

by 200,000 and dividing that result by the total number of hours worked by all employees at our operations in the U.S.

In this formula, 200,000 represents the number of hours that would be worked by 100 employees working 40 hours per week, 50 weeks per year, and provides the standard base for calculating incidence rates for a year pursuant to OSHA guidance.

This metric represented 10%, 7.5% and 7.5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

An IIR of zero represented the breakthrough level of performance.

No threshold or target award opportunities were established for this metric.

The result was breakthrough performance at 200%.

The Company achieved an IIR of zero for Fiscal 2022, having no work-related fatalities, injuries or illnesses among employees at our operations in the U.S.

Individual Performance:

The Compensation Committee made a subjective determination of individual performance for each executive officer to determine whether the executive officer earned an award for performance in Fiscal 2022. 

This metric represented 20%, 40% and 40% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

Individual performance goals included maintaining a high performing leadership team, strategic planning and advancing growth objectives.

Performance that qualified for an award at the threshold level was expected in normal operating circumstances, performance that qualified for an award at the target level was believed to be achievable only with additional efforts and results and performance that qualified for an award at the breakthrough level was determined to be achievable only with extraordinary efforts and results.

The result was performance achieved at 200%, 200% and 100% for Messrs..

Adnani, Obara and Melbye respectively.

Review of Executive Officer Performance

On an annual basis, the Compensation Committee reviews the overall compensation package for our executive officers and evaluates executive officer performance relative to performance 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 their compensation.

The Compensation Committee submits its recommendations regarding executive compensation to the Board of Directors for approval.

In Fiscal 2022 the following milestones were attained by the Company as a result of the success of the executives meeting their performance goals:

we completed the acquisition of U1A on December 17, 2021.

The acquisition of U1A (now UEC Wyoming Corp.) represented a unique opportunity to acquire an advanced asset base from a subsidiary of Uranium One Inc., one of the global leaders in the nuclear industry, and to double the Company’s production capacity in three key categories:

total number of permitted U.S.

ISR projects;

and processing infrastructure;

we repaid the remaining $10 million balance of our secured Credit Facility on January 31, 2022 and are now completely debt free;

we completed and filed TRS reports in accordance with S-K 1300 disclosing mineral resources for each of our Reno Creek, Wyoming ISR Hub and Spoke, Anderson and Yuty Projects on February 8, 2022, April 4, 2022, July 12, 2022 and July 19, 2022, respectively;

we launched our ESG program and achieved several key milestones;

we completed installation of the monitor well ring at PAA-1 of our Burke Hollow Project;

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

we secured an additional 1,816,000 pounds of U.S.

warehoused uranium, expanding our Physical Uranium Program to 5.5 million pounds U 3 O 8 , with delivery dates out to December 2025 at a volume weighted average price of approximately $37.30 per pound;

Subsequent to Fiscal 2022:

we completed and filed TRS reports in accordance with S-K 1300 disclosing mineral resources for each of our Texas ISR Hub and Spoke and our updated Wyoming ISR Hub and Spoke Projects on August 11, 2022 and September 14, 2022, respectively;

we completed the acquisition of UEX on August 19, 2022, making us one of the largest diversified North American focused uranium companies.

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.

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

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

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

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

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

Performance Criteria

Company TSR vs.

Annual Relative Total

Greater than -500 bps

Stockholder Return against

Global X Uranium ETF

Annual Relative Total

Greater than -500 bps

Stockholder Return against

Global X Uranium ETF

Annual Relative Total Stockholder Return against Global X Uranium ETF

Greater than -500 bps

Year 1 to Year 3

Three Year Relative Total

Greater than -500 bps

Stockholder Return against

Global X Uranium ETF

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

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 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 and Fiscal 2022 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

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

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

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

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

The following table summarizes the PRSU vesting schedule.

Measurement Period

The following table summarizes the vesting schedule for outstanding PRSUs.

Performance Criteria

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Global X Uranium ETF

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.

In Fiscal 2021 and Fiscal 2022 long-term equity incentive plan awards were awarded to the executive officers in the form of RSUs, which vest over 36 months.

In Fiscal 2022 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 2022 due to market practice.

The long-term equity incentive plan awards awarded to our executive officers in Fiscal 2022 are more particularly described below in the “Grants of Plan Based Awards”

The following table summarizes the pay mix for our executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2022:

Non-Equity Incentive Plan

& Cash Bonus (1)

Name and Principal Position

(STIP & LTIP)

President and Chief Executive Officer

Pat Obara 

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

These amounts include discretionary bonuses comprising 1%, 2% and 2% of the pay mix for Messrs.

Adnani, Obara and Melbye, respectively.

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.

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 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;

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

The Company provides standard health benefits to its executive officers, 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.

Executive Compensation

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During Fiscal 2022, 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 Corp.”), a private company over which Mr.

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.

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.

Pat Obara, Secretary, Treasurer and Chief Financial Officer

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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.

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.

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.

Company executive 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:

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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;

our STIP has a cap on the total amount of payment any position may receive;

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

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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.

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:

(multiple of base compensation)

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

The stock ownership requirement is three times (3x) base compensation for our President and Chief Executive Officer and one times (1x) base compensation for our other executive officers.

The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 27, 2022.

Executive Officer

Total Value of

Stock Owned (*)

Ownership Requirement

President and Chief Executive Officer

Chief Financial Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

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.

The total value of stock owned is based on the $4.03 average closing price of our common stock for the 56 days preceding September 27, 2022.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

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No person who served as a member of our Compensation Committee during Fiscal 2022 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;

Additionally, during Fiscal 2022, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served:

(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.

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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 ”):

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, 2022, 2021 and 2020 (each a “Named Executive Officer”):

Name and Principal Position

Incentive Plan Compensation

Stock Awards (3)

Option Awards (4)

Non-Equity Incentive Plan Compensation (5)

Non-Qualified Deferred Compensation Earnings

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Executive Vice President

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.

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

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

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

For Fiscal 2022, these amounts represent discretionary bonuses paid in the fiscal year.

For Fiscal 2022 and 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 2022, the grant date fair value of each RSU is $3.98 per share based on the most recent closing price of our common stock as of the grant date of July 29, 2022, and the grant date fair value of each PRSU is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

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and correlation:

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

For Fiscal 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.

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expected risk free interest rate:

1.99% to 2.20%;

expected volatility:

56.74% to 61.75%;

expected dividend yield:

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and correlation:

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

For Fiscal 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.

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and Black-Scholes value:

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.

These amounts represent cash awards under our STIP.

These awards were paid in August 2022 after our year-end results were evaluated.

This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 29, 2022.

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

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

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Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (2)

Estimated Future Payouts Under

Equity Incentive Plan Awards

All Other Stock

Shares of Stock or

All Other Option

Number of Securities Underlying

Grant Date Fair Value

of Stock and Option

July 21, 2021

Award Type (1)

Threshold ($)

August 1, 2021

President and Chief Executive Officer

July 29, 2022

(3)   

July 29, 2022

Secretary, Treasurer and Chief Financial Officer

August 1, 2021

Secretary, Treasurer and

July 29, 2022

Chief Financial Officer

July 29, 2022

August 1, 2021

Executive Vice President

July 29, 2022

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.

July 29, 2022

STIP – refers to awards under the Short-Term Incentive Plan.

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.

These figures represent possible payouts pursuant to the STIP for Fiscal 2022.

The grant date fair value of each RSU is $3.98 per share based on the most recent closing price of our common stock as of the grant date of July 29, 2022.

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Number of Securities Underlying Unexercised Options Unexercisable

Expiration Date

Option Expiration

Units of Stock

That Have Not

Market Value of Shares or Units

of Stock That

Have Not Vested

Equity Incentive Plan Awards:

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

Equity Incentive

Equity Incentive Plan Awards:

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

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August 22, 2022

President and

July 25, 2018

July 25, 2023

Chief Executive

July 30, 2019

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July 25, 2023

Treasurer and

July 30, 2019

July 30, 2029

Chief Financial

July 16, 2020

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July 29, 2022

August 22, 2017

August 22, 2022

July 25, 2018

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July 30, 2029

Vice President

July 16, 2020

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July 29, 2022

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

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

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

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

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

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

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

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

PRSU –

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

RSUs granted on July 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.

RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025.

The value shown is based on the closing price of our common stock of $4.20 per share on July 29, 2022, the last business day of the fiscal year.

Represents unearned shares under target PRSUs granted on July 21, 2021 and on July 29, 2022.

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.

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

The PRSUs granted on July 29, 2022 cliff vest on July 29, 2025 depending on three-year relative TSR performance.

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.

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expected risk free interest rate:

1.99% to 2.20%;

expected volatility:

56.74% to 61.75%;

expected dividend yield:

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Value Realized on

Number of Shares Acquired on Vesting

Exercise (1) ($)

Number of Shares Acquired on

Value Realized on

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Scott Melbye, Executive Vice President

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.

This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option.

These amounts represent the number of RSUs and PRSUs 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

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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.

In Fiscal 2022 RSUs, stock options and cash bonuses 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.

The following table sets forth information relating to compensation paid to our directors for Fiscal 2022:

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Information for Mr.

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

These amounts include the following restitution payments:

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

These amounts represent the grant date fair value of RSUs granted on July 29, 2022.

RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025.

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

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and Black-Scholes value:

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.

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

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

These amounts represent discretionary bonuses paid in the fiscal year.

As at July 31, 2022, our directors held stock options to acquire an aggregate of 3,199,901 shares of our common stock as follows:

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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.

Effective on 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.

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

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

Effective on May 31, 2021 and again effective on March 1, 2022, the annual fee payable to Mr.

Abraham was increased to $30,000 and $31,500, respectively.

Effective on March 1, 2022 the monthly fee payable to Mr.

Abraham was set at $10,500.

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.

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.

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Adnani does not receive additional compensation in connection with his service as a director of the Company.

Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”.

In Fiscal 2022 David Kong, Vincent Della Volpe, Ganpat Mani and Gloria Ballesta served as independent directors of the Company.

Kong serves as the Company’s lead independent director and as Chairman of the Company’s Audit Committee.

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:

CA$25,000 per year;

Vincent Della Volpe:

$20,000 per year;

and Gloria Ballesta:

CA$20,000 per year.

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

CA$22,500 per year;

Vincent Della Volpe:

$18,000 per year;

and Gloria Ballesta:

CA$18,000 per year;

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

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

Kong serves as the Company’s lead independent director and as Chairperson of the Company’s Audit Committee.

Della Volpe serves as Chairperson 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.

In the first and second quarter of Fiscal 2022 the annual retainer fees paid to our independent directors were as follows:

CA$30,000 per year;

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CA$30,000 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:

Effective from March 1, 2022, the annual retainer fees paid to our independent directors were increased as follows:

CA$31,500 per year;

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CA$31,500 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 amounts listed above are all-inclusive retainer fees and there are no additional committee and/or chairperson fees or meeting attendance fees.

In addition to such retainers, our directors may, from time to time, receive bonus payments or equity compensation, which are 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.

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”).

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.

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 2022, our last completed fiscal year:

the median of the annual total compensation of all employees of our Company (other than our CEO) was $94,858;

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

the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $2,315,872.

Based on this information, for Fiscal 2022 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 24 to 1.

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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.

The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 24 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 the CEO a mix of compensation with a higher variable component (i.e., annual bonus, PSOs, RSUs and PRSUs) that is based upon individual performance.

To identify the median of the annual total compensation of all our employees, we took the following steps:

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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.

Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $94,858.

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.

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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.

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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.

In consultation with the Compensation Committee and Board of Directors, effective on 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.

Effective on 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.

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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.

Effective on May 31, 2021 and again effective on March 1, 2022, the monthly fee payable to Adnani Corp.

was increased to $36,666 and $38,500, respectively.

Effective on August 1, 2022, the monthly fee payable to Adnani Corp.

was increased to $39,833.

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(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”).

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.

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”).

If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp.

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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.

(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;

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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.

(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;

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Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp.

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.

Adnani’s estate within 14 calendar days of the effective termination date;

(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.

Adnani’s estate within 14 calendar days of the effective termination date;

(ii) all Adnani Outstanding Expense Reimbursements;

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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”).

The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr.

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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.

In consultation with the Compensation Committee and Board of Directors, effective on 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.

Effective on 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 on 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.

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

Effective on March 1, 2022, the monthly fee payable to Mr.

Melbye was increased to $21,875.

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

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(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”);

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.

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”).

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.

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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.

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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:

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and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr.

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”).

(“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.

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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.

In consultation with the Compensation Committee and Board of Directors, effective on 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.

Effective on 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.

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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.

Effective on May 31, 2021 and again effective on March 1, 2022, the monthly fee payable to Mr.

Obara was increased to CA$15,000 and CA$15,750, respectively.

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.

(i) any fees which would then be due and owing by the Company to Mr.

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(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”);

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.

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.

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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.

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:

Abraham was appointed as Chairman of our Board of Directors and shall provide duties to us commensurate with his position;

Abraham was appointed as non-executive Chairman of our Board of Directors and shall provide duties to us commensurate with his position;

(ii) we shall pay to Mr.

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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:

In consultation with the Compensation Committee and Board of Directors, effective on May 1, 2016:

(i) the monthly fee payable to Mr.

2 unchanged sentences

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:

Effective on April 1, 2020, due to the COVID-19 pandemic:

(i) the monthly fee payable to Mr.

4 unchanged sentences

(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;

Abraham was reinstated to the levels 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.

Effective on May 31, 2021 and again effective on March 1, 2022, the annual fee payable to Mr.

Abraham was increased to $30,000 and $31,500, respectively.

Effective on March 1, 2022, the monthly fee payable to Mr.

Abraham was set at $10,500.

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:

The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2022, by:

each person who is known by us to beneficially own more than 5% of our shares of common stock;

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.

The number of shares beneficially owned and the related percentages are based on 345,766,062 shares of common stock outstanding as of September 27, 2022.

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 September 27, 2022, 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)

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Vancouver, British Columbia, Canada, V6E 2Y3

4,783,410 (2)

5,224,767 

Spencer Abraham

1 unchanged sentence

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

571,667 

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

320,469 

Vincent Della Volpe

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

499,198 

500 North Shoreline Boulevard, Suite 800N

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

404,018 

Gloria Ballesta

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Vancouver, British Columbia, Canada, V6E 2Y3

326,985 

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

1,099,716 (8)

1,255,943 

500 North Shoreline Boulevard, Suite 800N

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

1,033,976 (9)

1,227,781 

All directors and executive officers as a group

8,715,551 (10)

Major Shareholder :

9,830,828 

Major Stockholders :

State Street Corporation

1 Lincoln Street

Boston, MA, U.S.A., 02111

27,131,990 

BlackRock, Inc.

1 unchanged sentence

New York, NY, U.S.A., 10055

13,359,092 (11)

16,796,041 

Less than one percent.

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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.

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.

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

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

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

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

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

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

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

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

As of September 27, 2022, there were 345,766,062 shares of common stock of the Company issued and outstanding.

This figure represents (i) 3,555,101 shares of our common stock, (ii) 3,000 shares of our common stock held of record by Mr.

Adnani’s wife and (iii) stock options to purchase 1,666,666 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 566,937 shares of our common stock and (ii) stock options to purchase 4,730 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 130,586 shares of our common stock and (ii) stock options to purchase 189,883 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 309,380 shares of our common stock and (ii) stock options to purchase 189,818 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 215,064 shares of our common stock and (ii) stock options to purchase 188,954 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 74,394 shares of our common stock and (ii) stock options to purchase 252,591 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 664,277 shares of our common stock and (ii) stock options to purchase 591,666 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 752,781 shares of our common stock and (ii) stock options to purchase 475,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 6,271,520 shares of our common stock and (ii) stock options to purchase 3,559,308 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This information is based on a Schedule 13G filed with the SEC by State Street Corporation on January 10, 2022.

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

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During Fiscal 2022 and Fiscal 2021, we incurred $9,171 and $77,033, 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.

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

key committees:

Audit Committee;

Compensation Committee;

Corporate Governance and Nominating Committee;

or Sustainability Committee.

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

2 unchanged sentences

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

1 unchanged sentence

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.

PricewaterhouseCoopers LLP has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2022 and 2021. 

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

4 unchanged sentences

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.

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”

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 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.

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 2022.

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dated July 5, 2011.

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)

Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.

.r.l and Uranium Energy Corp., dated May 9, 2017 (43)

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.

1 unchanged sentence

Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47)

Share Purchase Agreement between Uranium One Investments Inc.

and Uranium Energy Corp., dated November 8, 2021 (60)

Articles of Incorporation, as amended (1)

3 unchanged sentences

Form of Indenture (40)

Description of Registrant’s Securities *

Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc.

Limited Liability Company Members’ Agreement of Cibola Resources LLC between Neutron Energy, Inc.

Limited Liability Company Members’

 Agreement of Cibola Resources LLC between Neutron Energy, Inc.

and Uranium Energy Corp.

61 unchanged sentences

and Mark Katsumata, dated July 24, 2013 (26)

Controlled Equity Offering SM Sales Agreement, dated December 31, 2013, between Uranium Energy Corp.

Controlled Equity Offering SM  Sales Agreement, dated December 31, 2013, between Uranium Energy Corp.

and Cantor Fitzgerald & Co.

10 unchanged sentences

Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp.

and investors in the offering (34)

Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp.

25 unchanged sentences

Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H.

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP (50)

Third Amended and Restated Credit Agreement dated December 5, 2018 (51)

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP  

Third Amended and Restated Credit Agreement dated December 5, 2018  

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)

and Reno Creek Unit Trust  

At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H.

Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited (53)

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

2019 Stock Incentive Plan (54)

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)

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

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)

Form of Warrant (56)

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC  

Form of Warrant  

Engagement Agreement, dated as of March 16, 2022, as amended on March 18, 2022, by and between Uranium Energy Corp., H.C.

8 unchanged sentences

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

Settlement Agreement between Anfield Energy Inc.

and Uranium Energy Corp., dated April 19, 2022 (63)

Property Swap Agreement between Anfield Energy Inc., ARH Wyoming Corp., Highbury Resources Inc.

and Uranium Energy Corp., dated April 19, 2022 (63)

Arrangement Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated June 13, 2022 (64)

Form of Lock-up Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and certain Consenting Shareholders of UEX Corporation, dated June 13, 2022 (64)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated June 23, 2022 (67)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated August 5, 2022 (68)

Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp.

and UEX Corporation, dated August 15, 2022 (70)

Subsidiaries of Uranium Energy Corp.

Consent of Independent Auditors, PricewaterhouseCoopers LLP *

Consent of Independent Auditors, PricewaterhouseCoopers LLP  *

Consent of Benjamin J.

Consent of Western Water Consultants, Inc.

Consent of Douglas L.

Consent of Clyde L.

Consent of BRS, Inc.

Consent of Victor Fernandez-Crosa *

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

2 unchanged sentences

Section 1350 *

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definitions Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Technical Report Summary Mineral Resource Report Reno Creek Project Campbell County, WY, effective date December 31, 2021 (61)

Technical Report Summary Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project, WY, USA, dated March 31, 2022 (62)

Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA;

effective date July 1, 2022 (65)

Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA;

effective date July 1, 2022 (66)

Technical Report Summary Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, effective date August 2, 2022 (69)

SK-1300 Technical Report Summary Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, effective date September 13, 2022 (71)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definitions Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

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

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 9, 2021.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 8, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 5, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 13, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 17, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 12, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 19, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 17, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 15, 2022.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 14, 2022.

Form 10-K Summary

URANIUM ENERGY CORP.

1 unchanged sentence

JULY 31, 2022

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

Reports of Independent Registered Public Accounting Firms (Firm ID 271 )  

Consolidated Balance Sheets  

Consolidated Statements of Operations and Comprehensive Income (Loss)  

Consolidated Statements of Cash Flows  

Consolidated Statements of Stockholders ’

Equity  

Notes to the Consolidated Financial Statements  

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

and its subsidiaries (together, the Company) as of July 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended July 31, 2022, including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company's internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

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

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

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

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

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

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

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

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

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

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

PricewaterhouseCoopers LLP

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

+1 604 806 7000, F:

+1 604 806 7806

“PwC”

refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Uranium One Americas, Inc.

- Valuation of the mineral rights and properties

As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired all of the issued and outstanding shares of Uranium One Americas, Inc.

on December 17, 2021 for total cash consideration of $128,495 thousand, which resulted in $110,693 thousand of mineral rights and properties being recorded.

The acquisition was accounted for as a business combination.

Management prepared a discounted cash flow model and applied significant judgment in determining the fair value of the mineral rights and properties, including the use of significant assumptions related to future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures, and the discount rate.

The Company’s estimates of recoverable mineral resources are based on information prepared by qualified persons (management’s specialists).

The principal considerations for our determination that performing procedures relating to the acquisition of Uranium One Americas, Inc.

- valuation of the mineral rights and properties is a critical audit matter are:

(i) the significant judgment by management, including the use of management’s specialists, in determining the fair value of the mineral rights and properties, which in turn led to (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the valuation of the mineral rights and properties including the significant assumptions related to future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s valuation of the mineral rights and properties, including controls over the development of significant assumptions related to future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for determining the fair value of the mineral rights and properties.

Testing management’s process included evaluating the appropriateness of the discounted cash flow model, testing the completeness and accuracy of the data provided by management and evaluating the reasonableness of the significant assumptions related to the future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures, and the discount rate.

Evaluating the reasonableness of the future uranium prices assumption involved comparing those prices to external market and industry data.

Evaluating the reasonableness of future operating costs and capital expenditures involved comparing these costs and expenditures to historical operating costs and capital expenditures to operate the mineral rights and properties of comparable mineral rights and properties.

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the production based on current estimates of recoverable mineral resources.

As a basis for using this work, the management’s specialists’

qualifications were understood and the Company’s relationship with management’s specialists was assessed.

The procedures performed also included evaluation of the methods and assumptions used by management’s specialists, tests of the data used by management’s specialists and an evaluation of management’s specialists’

Professionals with specialized skill and knowledge were used to assist in the evaluation of the discounted cash flow model and the discount rate assumption.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada

September 29, 2022

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

URANIUM ENERGY CORP.

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S.

July 31, 2022

2 unchanged sentences

Cash and cash equivalents

$ 32,536  

$ 44,313  

66,570  

29,172  

Prepaid expenses and deposits

1 unchanged sentence

TOTAL CURRENT ASSETS

102,191  

75,045  

MINERAL RIGHTS AND PROPERTIES

181,948  

63,784  

PROPERTY, PLANT AND EQUIPMENT

20,234  

RESTRICTED CASH

EQUITY-ACCOUNTED INVESTMENT

24,177  

20,730  

INVESTMENT IN EQUITY SECURITIES

4,17,21  

14,834  

OTHER NON-CURRENT ASSETS

$ 354,247  

$ 169,541  

CURRENT LIABILITIES

Accounts payable and accrued liabilities

Due to a related party

$ 8,162  

$ 2,764  

Other current liabilities

Current portion of other loans payable

Current portion of long-term debt

10,075  

TOTAL CURRENT LIABILITIES

LONG-TERM DEBT

OTHER LOANS PAYABLE

13,269  

ASSET RETIREMENT OBLIGATIONS

17,276  

OTHER NON-CURRENT LIABILITIES

1 unchanged sentence

TOTAL LIABILITIES

27,338  

18,086  

STOCKHOLDERS' EQUITY

3 unchanged sentences

Additional paid-in capital

613,179  

441,990  

Share issuance obligation

Accumulated deficit

Accumulated other comprehensive income (loss)

( 286,373 )  

Accumulated other comprehensive income

( 186 )  

326,909  

151,455  

TOTAL LIABILITIES AND EQUITY

$ 354,247  

$ 169,541  

SUBSEQUENT EVENTS

5,14,21  

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

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S.

dollars, except per share data)

Year Ended July 31,

COSTS AND EXPENSES

SALES AND SERVICE REVENUE

COST OF SALES AND SERVICES

OPERATING COSTS

Mineral property expenditures

General and administrative

Acquisition-related costs

Depreciation, amortization and accretion

TOTAL OPERATING COSTS

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSES)

Interest income

Interest expenses and finance costs

Income from equity-accounted investment

Gain on loan extinguishment

(Loss) gain on disposition of assets

Debt receivable recovery

Gain on settlement of debt receivable

Gain (loss) on disposition of assets

Unrealized loss on equity securities

Realized gain on equity securities

OTHER INCOME (EXPENSES)

LOSS BEFORE INCOME TAXES

INCOME (LOSS) BEFORE INCOME TAXES

DEFERRED TAX BENEFIT

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)

Translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

NET LOSS PER SHARE, BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

NET INCOME (LOSS) FOR THE YEAR

OTHER COMPREHENSIVE (LOSS) INCOME

Translation (loss) gain

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

NET INCOME (LOSS) PER SHARE

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S.

Year Ended July 31

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OPERATING ACTIVITIES

Net loss for the year

Net income (loss) for the year

Adjustments to reconcile net loss to cash flows in operating activities

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Amortization of long-term debt discount

Loss (gain) on disposition of assets

Gain on loan extinguishment

Income from equity-accounted investment

Debt receivable recovery

Gain on settlement of debt receivable

(Gain) loss on disposition of assets

Unrealized loss on equity securities

Realized gain on equity security

Gain on loan extinguishment

Deferred tax benefits

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Accounts payable and accrued liabilities

Due to a related party

Other liabilities

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Proceeds from government loans

Cash paid for withholding amounts on RSU shares

Cash paid for withholding amounts on RSU and PRSU shares

NET CASH PROVIDED BY FINANCING ACTIVITIES

INVESTING ACTIVITIES

Net cash used in U1A Acquisition

Investment in mineral rights and properties

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Investment in term deposits

Investment in equity securities

Proceeds from redemption of term deposits

Proceeds from debt receivable recovery

Proceeds from sale of equity security

Proceeds from disposition of assets

5 unchanged sentences

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

Additional Paid-in

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’

(Expressed in thousands of U.S.

dollars, except share data)

Additional Paid-

Share Issuance

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Issued as anniversary fees for credit facility

Issued under ATM offering, net of issuance costs

Issued upon vesting of RSUs and PRSUs

Issued upon exercise of stock options

Issued upon exercise of warrants

Issued for acquisition of mineral properties

Stock-based compensation

Common stock issued for consulting services

Common stock issued under Stock Incentive Plan

Amortization of stock-based compensation

Net income for the year

Other comprehensive loss

Balance, July 31, 2022

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

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’

(Expressed in thousands of U.S.

dollars, except share data)

Additional Paid-

Share Issuance

Accumulated Other Comprehensive

Stockholders'

in Capital  

Obligation  

Deficit  

Income (Loss)  

 Equity  

Balance, July 31, 2019

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

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Issued under direct offerings, net of issuance costs

Issued under ATM offerings, net of issuance costs

Issued under ATM offering, net of issuance costs

Issued as anniversary fees for credit facility

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Amortization of stock-based compensation

Issued in connection with September 2020 Offering

Issued in connection with ATM offering

Issued in connection with a direct offering as issuance costs

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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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.

As at July 31, 2022, we had working capital (current assets less current liabilities) of $ 93,693 including cash and cash equivalents of $ 32,536 and uranium inventory holdings of $ 66,160 .

Subsequent to July 31, 2022, we received further cash proceeds of $ 14,808 under the 2021 ATM Offerings (refer to Note 14:

Capital Stock). 

We believe our existing cash resources and, if necessary, cash generated from the sale of the Company’s liquid assets, will provide sufficient funds to carry out our planned operations for 12 months from the date that our audited consolidated financial statements are issued. 

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.

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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.

These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S.

GAAP”) and are presented in thousands of United States dollars.

All inter-company transactions and balances have been eliminated upon consolidation.

Certain financial statement line items have been reclassified to conform with current year’s presentation.

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.

We have established the existence of mineralized materials for certain uranium projects, including our Palangana and Christensen Ranch Mines (collectively, the “ISR Mines”).

We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (“SEC”) subpart 1300 of Regulation S-K (“S-K 1300”

), through the completion of a “final”

or “bankable”

feasibility study for any of our uranium projects, including our ISR Mines.

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 our ISR Mines.

As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines, we remain an Exploration Stage issuer, as defined by the SEC, and will continue to remain as an Exploration Stage issuer until such time proven or probable reserves have been established.

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

Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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.

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. 

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.

Business Combination

We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction costs related to business combinations are expensed as incurred.

An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired and liabilities assumed, if any, in a business combination.

The income valuation method represents the present value of future cash flows over the life of the asset using:

(i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses;

(ii) appropriate discount rates;

and (iii) expected future capital requirements (the “income valuation method”).

The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (the “market valuation method”).

The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (the “cost valuation method”).

If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded.

Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.

Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.

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.

GAAP requires management to make judgements, 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. 

Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights and properties, existence of impairment indicators for the Company’s long-live assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, 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.

3 unchanged sentences

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

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

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.

2 unchanged sentences

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).

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Cash and Cash Equivalents

Cash and cash equivalents consist of bank deposits and term deposits with an original maturity of three months or less.

Fair Value Measurement

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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.

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

Investments in equity securities are carried at fair value.

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

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

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

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

Costs of purchased uranium concentrates include the 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

Equity 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.

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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Additionally, we hold certain equity investments in entities that we do not have the ability to exercise significant influence.

These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments –

Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded to earnings.

Other Non-Current Assets

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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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

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

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.

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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:

Plant and processing facilities:

10 to 21 years;

Mining and logging equipment and vehicles:

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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;

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

significant increases 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;

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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.

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

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

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 obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception.

The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life.

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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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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.

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

Revenue Recognition

Our revenues are primarily derived from the sale of U 3 O 8 that we purchased under our Physical Uranium Program. 

The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery. 

Ten days before the scheduled delivery date, the Company notifies the conversion facility with instructions for a title transfer to the customer.

Revenue is recognized once a title transfer of the U 3 O 8 is confirmed by the conversion facility.

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.

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 a graded vesting 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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

Earnings (Loss) Per Common Share

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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.

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:

Dilutive securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.

ACQUISITION OF URANIUM ONE AMERICAS, INC.

On December 17, 2021, we completed the acquisition of all the issued and outstanding shares of Uranium One Americas, Inc.

( “U1A”

), a Nevada corporation, from Uranium One Investments Inc., a subsidiary of Uranium One Inc., for total cash consideration of $ 128,495 (the “U1A Acquisition”).

Subsequent to the completion of the U1A Acquisition, we changed the name of U1A to UEC Wyoming Corp.

(“UEC Wyoming”) and, in conjunction therewith, we also changed the name of U1A’s wholly-owned subsidiary, Uranium One USA Inc., a Delaware corporation, to UEC Uranium Corp.

The UEC Wyoming Portfolio consists of the Irigaray Processing Facility, the Christensen Ranch Mine and the Ludeman, Antelope, Moore Ranch and Barge Projects located in Wyoming, which creates a Wyoming hub-and-spoke operation for the Company.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

The U1A Acquisition was accounted for as a business combination with UEC identified as the acquirer.

The Company’s judgement that the U1A Acquisition is a business combination is based on the Company’s assessment that substantially all the fair value of the assets are not concentrated in a single asset or group of similar assets.

In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair values at the acquisition date.

In connection with the U1A Acquisition, we incurred acquisition-related costs of $ 3,444 , which were expensed in Fiscal 2022.

As of July 31, 2022, we had completed the analysis to assign fair values to all assets acquired and liabilities assumed and, therefore, the purchase price allocation for the U1A Acquisition is final.

The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the U1A Acquisition as at July 31, 2022:

Consideration paid

$ 125,593  

Working capital adjustment (1)

Total consideration paid

$ 128,495  

Assets acquired and liabilities assumed

Cash & cash equivalents (1)

$ 1,183  

Prepaid expenses and deposits (1)

Other current assets (1)

Inventories (1)

Mineral rights and properties (2)

110,693  

Property, plant and equipment (3)

13,004  

Restricted cash

13,755  

Debt receivable (4)

Other non-current assets (5)

142,063  

Accounts payable and accrued liabilities (1)

Other liabilities (5)

Asset retirement obligations (6)

12,707  

Total liabilities

13,568  

Total net assets

$ 128,495  

The working capital adjustment represents the working capital of U1A at the date of the U1A Acquisition, which was comprised of:

(i) cash and cash equivalents of $1,183;

(ii) prepaid expenses and deposits of $1,550;

(iii) other current assets of $73;

(iv) inventories of $192;

and (v) accounts payable and accrued liabilities of $ 96 . 

The fair value of these working capital items approximates their respective carrying values at the date of the acquisition.

The fair value of mineral rights and properties was determined using the discounted cash flow model (being the net present value of expected future cash flows). 

Expected future cash flows are based on estimates of future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate. 

The Company’s estimates of recoverable mineral resources are based on information prepared by qualified persons (management’s specialists).

The fair value of property, plant and equipment was determined using a replacement cost approach.

Other non-current assets included certain material and supply inventories classified as non-current and ROU assets associated with U1A’s operating leases.

The fair value of long-term inventory was determined to approximate its carrying value.

ROU assets and lease liabilities for operating leases are measured based on the present value of the future lease payments over the remaining lease terms at the acquisition date.

The fair value of asset retirement obligations was measured based on the expected costs and timing for final well closure, plant and equipment decommissioning and removal, and environmental remediation, which are discounted to present value using credit adjusted risk-free rates.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Supplies and work-in-progress

Since it has been consolidated from December 17, 2021, UEC Wyoming’s net income of $ 15,616 , primarily resulted from the recovery of the Anfield Debt, and operating costs of $ 4,206 were included in the Company’s consolidated statements of operations and comprehensive income for Fiscal 2022.

The following unaudited proforma financial information presents consolidated results assuming the U1A Acquisition occurred on August 1, 2020.

Year Ended July 31,

Sales and service revenue

$ 23,298  

Net income (loss) for the year

ANFIELD DEBT SETTLEMENT AND PROPERTY SWAP

In connection with the U1A Acquisition, we acquired certain indebtedness totaling $ 18,342 due from Anfield, which was owed to U1A prior to the closing of the U1A Acquisition (the “Anfield Debt”).

We assigned a value of $Nil to the Anfield Debt net of the expected credit loss on the preliminary purchase price allocation given that the probability of the Anfield Debt being collectable was remote at December 17, 2021.

On April 19, 2022, we entered into a debt settlement agreement (the “Settlement Agreement”) and a property swap agreement (the “Swap Agreement”;

and together with the Settlement Agreement, the “Anfield Agreements”) with Anfield to settle the Anfield Debt.

Pursuant to the Anfield Agreements, the Anfield Debt was settled by the payment by Anfield to UEC of $ 9,171 in cash and the issuance by Anfield to UEC in units of Anfield (each, an “Anfield Unit”) with a deemed value of $ 9,171 , with each such Anfield Unit being comprised of one common share in the capital of Anfield (each, an “Anfield Common Share”) and one Anfield Common Share purchase warrant (each whole such warrant being an “Anfield Warrant”).

Each Anfield Warrant entitles UEC to acquire one Anfield Common Share at a price of CA$0.18 until May 12, 2027 ( collectively, the “Anfield Debt Settlement”).

Completion of the Anfield Agreements was contingent on Anfield raising additional financing.

On June 7, 2022, we closed the Anfield Debt Settlement whereby we received $ 9,171 in cash and Anfield Units, being comprised of 96,272,918 Anfield Common Shares with a fair value of $ 7,702 and 96,272,918 Anfield Warrants with a fair value of $ 3,249 .

As a result, UEC owns approximately 16 % of Anfield’s outstanding shares. 

Anfield Common Shares were measured using the Anfield share price of US$0.08 per share at the date of issuance.

Anfield Warrants were measured at US$0.03 per share using the Black-Sholes Valuation Model at the date of issuance with the following assumptions.

Expected Risk Free Interest Rate

Annual Volatility

Life in Years

Expected Annual Dividend Yield

Our investment in Anfield Common Shares and Anfield Warrants are accounted for as Investment in Equity Securities with changes in fair value charged to Unrealized Gain or Loss from Equity Securities on our consolidated statements of operations and comprehensive income.

Consequently, we reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $ 18,342 on our consolidated statements of operations and comprehensive income.

 The fair value of the cash and the Anfield Common Shares and Anfield Warrants totaled $ 20,122 , which exceeded the amounts of $18,342 previously written off at the date of U1A Acquisition by $ 1,780 . 

In accordance with ASC 326 Financial Instruments –

Credit Loss, as amended by ASU 2019 - 04, “expected recoveries of amounts previously written off and expected to be written off shall be included in the valuation account and shall not exceed the aggregate of amounts previously written off and expected to be written off by an entity.”

 As a result, we recorded a gain of $ 1,780 on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Concurrent with the Anfield Debt Settlement, we completed the Swap Agreement whereby we have received from Anfield 25 ISR uranium projects with a fair value of $ 6,500 located in Wyoming in exchange for the Company’s  Slick Rock Project and Long Park Project located in Colorado with a total carrying value of $ 92 . 

The Property Swap was considered a nonmonetary transaction, and in accordance with ASC 850 –

Nonmonetary Transactions, the accounting for nonmonetary transactions should be based on the fair values of the assets involved.

The cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss is recognized on the exchange.

 The fair value of properties we surrendered was estimated to be $ 6,500 using the discounted cash flow model. 

As a result, we recorded a gain of $ 6,408 on disposition of assets on our consolidated statements of operations and comprehensive income.

As at July 31, 2022, we held 1,800,000 pounds of purchased uranium concentrate inventory.

Costs of inventory consisted of the following:

July 31, 2022

July 31, 2021

Material and supplies

Uranium concentrates from production

Purchased uranium inventories

66,160  

28,961  

$ 66,570  

$ 29,172  

As at July 31, 2022, our uranium inventory purchase commitments over the next five fiscal years are as the follows:

Purchase Commitments

Total Purchase

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

Total Purchase Price

1,721,000  

$ 65,309  

895,000  

38,913  

600,000  

23,120  

100,000  

3,316,000  

$ 130,962  

Subsequent to July 31, 2022, we sold 150,000 pounds of purchased uranium inventory for gross proceeds of $ 7,178 and entered into agreements to sell 600,000 pounds of purchased uranium inventory for gross proceeds of $ 30,675 with delivery dates in October 2022. 

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

1 unchanged sentence

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.

As at July 31, 2022, we had mineral rights in the States of Arizona, 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.

5 unchanged sentences

Palangana Mine

$ 6,028  

Goliad Project

Burke Hollow Project

Longhorn Project

Salvo Project

Anderson Project

Workman Creek Project

Los Cuatros Project

Slick Rock Project

Reno Creek Project

31,528  

Christensen Ranch Mine

39,062  

Ludeman Project

32,306  

Antelope Project

29,855  

Moore Ranch Project

Irigaray Project

Barge Project

Gas Hills Project

Nine Mile Project

Charlie Project

Diabase Project

11,947  

Oviedo Project

Alto Paraná Titanium Project

Other Property Acquisitions

Alto Paraná

Titanium Project

Other Properties

185,877  

67,711  

Accumulated Depletion

( 3,930 )  

181,947  

63,781  

Databases and Land Use Agreements

Accumulated Amortization

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.

( 2,458 )  

$ 181,948  

$ 63,784  

We have not established proven or probable reserves, as defined by the SEC under the S-K 1300, for any of our mineral projects.

We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines.

Since we commenced uranium extraction at our ISR Mines 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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

3 unchanged sentences

Palangana Mine

Goliad Project

$ 1,060  

$ 1,343  

Burke Hollow Project

Longhorn Project

Salvo Project

Goliad Project

Anderson Project

Workman Creek Project

Slick Rock Project

Reno Creek Project

Christensen Ranch Mine

Ludeman Project

Antelope Project

Moore Ranch Project

Barge Project

Oviedo Project

Alto Paraná Titanium Project

Alto Paraná

Titanium Project

Other Mineral Property Expenditures

$ 10,154  

$ 4,479  

$ 4,582  

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.

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.

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.

During Fiscal 2022 and Fiscal 2021, 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.

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.

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.

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.

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.

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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

3 unchanged sentences

Additionally, certain individuals hold an option to acquire a 0.5 % net smelter royalty exercisable by paying the Company the sum of $ 333 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.

We have made all required payments.

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.

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.

During Fiscal 2022, we acquired the following projects through the U1A Acquisition.

The fair value of these projects was determined using a discounted cash flow model, being the net present value of expected future cash flows.

Refer to Note 3:

Acquisition of Uranium One Americas, Inc.

Christensen Ranch Mine, Wyoming

The Christensen Ranch Mine consists of U.S.

federal mineral lode claims, state mineral leases and private mining and surface use agreements, which grant us the exclusive right to explore, develop and mine for uranium.

These state mineral leases and the mining and surface use agreements are subject to certain royalty interests based on gross proceeds from sales of uranium, and have terms ranging from 10 years to the life of the mine (through end of mining and final reclamation) if held by production.

Irigaray Project, Wyoming

The Irigaray Project consists of U.S.

federal mineral lode claims, state mineral leases and private mining and surface use agreements which grant us the exclusive right to explore, develop and mine for uranium.

These state mineral leases and the mining and surface use agreements are subject to certain royalty interests based on gross proceeds from sales of uranium, and have terms ranging from 10 years to the life of the mine, through end of mining and final reclamation, if held by production.

Ludeman Project, Wyoming

The Ludeman Project consists of various U.S.

federal mineral lode claims, state mineral leases and private mining and surface use agreements which grant us the exclusive right to explore, develop and mine for uranium.

These state mineral leases and the mining and surface use agreements are subject to certain royalty interests based on gross proceeds from sales or indexed to the sales price of uranium, and have terms ranging from 10 years to the life of the mine, if held by production.

Moore Ranch Project, Wyoming

The Moore Ranch Project consists of U.S.

federal mineral lode claims, state mineral leases and private mining and surface use agreements which grant us the exclusive right to explore, develop and mine for uranium.

The state mineral leases and the mining and surface use agreements are subject to certain royalty interests based on gross proceeds from sales or indexed to the sales price of uranium, and have terms ranging from 10 years to the life of the mine, if held by production.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Barge Project, Wyoming

The Barge Project consists of U.S.

federal mineral lode claims which grant us the exclusive right to explore, develop and mine for uranium.

We currently do not have a surface use agreement, therefore there are no royalty requirements at this time.

Antelope Project, Wyoming

The Antelope Project consists of U.S.

federal mineral lode claims along with several state mineral leases.

Only the state leases are subject to royalty interests based on gross proceeds from sales, not the mineral lode claims.

The state leases have a term of 10 years and the federal mineral claims are held by payment on an annual basis.

During Fiscal 2022, we acquired the following projects through the Swap Agreement with Anfield.

The allocated fair value of these projects was determined based on the identified or historic resources.

Refer to Note 4:

Anfield Debt Settlement and Property Swap.

Gas Hills Project, Wyoming

The Gas Hill Project consists of U.S.

federal mineral lode claims and several state mineral leases.

Only the state leases are subject to royalty interests based on gross proceeds from sales of uranium, not the mineral lode claims.

The state leases have a term of 10 years and the federal mineral claims are held by payment on an annual basis.

Nine Mile Project, Wyoming

The Nine Mile Lake Project consists of U.S.

federal mineral lode claims, state mineral leases private mineral leases and surface use agreements.

The state mineral leases and the private mining and surface use agreements are subject to certain royalty interests based on gross proceeds from sales of uranium, and have terms ranging from 10 years to the life of the mine, through end of mining and final reclamation, if held by production.

Charlie Project, Wyoming

The Charlie Project consists of a single State of Wyoming mining lease.

The state mineral lease is subject to a royalty interest based on gross proceeds from sales of uranium, with a lease term of 10 years, extendable for the life of exploration and mining.

The mineral leases and surface use agreements are subject to certain royalty interests based on gross proceeds from sales of uranium, 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.

During Fiscal 2022, we entered into property purchase agreements whereby we acquired 10 mineral claims as additions to our existing Diabase Project (the “Diabase Additions”) located on the southern rim of the Athabasca Basin uranium district in Saskatchewan, Canada.

In connection with the Diabase Additions, we paid total consideration of $ 435 , which consisted of 111,864 shares with a fair value of $ 426 and transaction costs of $ 9 .

As a result of these claims being added to our existing Diabase Project, the carrying value of our Diabase Project increased to $ 982 ( July 31, 2021:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Paraguay Projects

Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages. 

Yuty Project, Paraguay

2 unchanged sentences

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 $ 167 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.

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 Paraná

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 .

During Fiscal 2022, the Company exercised its option to acquire one -half percent of the net smelter returns royalty payable on its Alto Paraná

Project for total consideration of $ 500 pursuant to the terms of a Net Smelter Returns Royalty Agreement under a Share Purchase and Option Agreement as entered between UEC and CIC Resources Inc.

in March 2016. 

The consideration of $500 paid for this option exercise was capitalized to mineral rights and properties and added to the carrying value of the Alto Paraná

Titanium Project.

PROPERTY, PLANT AND EQUIPMENT

During Fiscal 2022, in connection with the U1A Acquisition, we acquired a satellite plant located at the Christensen Ranch Mine, a central processing plant (the “Irigaray Processing Facility”) and various equipment with a total fair value of $ 13,004 (refer to Note 3:

Acquisition of Uranium One Americas, Inc.).

The recently acquired plants, facility and equipment have an estimated useful life of three to 21 years and will be depreciated using the straight-line method over their respective useful lives.

As at July 31, 2022, property, plant and equipment consisted of the following:

1 unchanged sentence

July 31, 2021

Hobson Processing Facility

Plant and Processing Facilities

$ 18,964  

$ ( 1,306 )  

$ 17,658  

$ 6,643  

$ ( 851 )  

$ 5,792  

Mining Equipment

( 2,382 )  

( 2,313 )  

Logging Equipment and Vehicles

( 1,851 )  

( 1,775 )  

Computer Equipment

( 313 )  

( 284 )  

Furniture and Fixtures

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

Refer to Note 10:

Other Loans Payable.

RESTRICTED CASH

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

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

( 177 )  

( 172 )  

( 72 )  

( 58 )  

$ 26,335  

$ ( 6,101 )  

$ 20,234  

$ 12,811  

$ ( 5,453 )  

$ 7,358  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

RESTRICTED CASH

Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects.

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

As at July 31, 2022, restricted cash consisted of the following:

1 unchanged sentence

July 31, 2021

Restricted cash, beginning of period

Additional surety bond collateral

Balance, beginning of year

$ 2,038  

$ 1,839  

Restricted cash received from U1A Acquisition

13,755  

(Release) addition of surety bond collateral

( 8,550 )  

Interest received

Restricted cash, end of period

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

Balance, end of year

$ 7,251  

$ 2,038  

During Fiscal 2022, we received $ 8,550 as a result of the partial release of surety bond collateral related to the Christensen Ranch Mine and Irigaray Processing Facility.

Cash, cash equivalents and restricted cash are included in the following accounts:

July 31, 2022

July 31, 2021

July 31, 2020

Cash and cash equivalents

$ 32,536  

$ 44,313  

$ 5,149  

Restricted cash

Total cash, cash equivalents and restricted cash

$ 39,787  

$ 46,351  

$ 6,988  

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:

As at July 31, 2022, we owned 15,000,000 shares of Uranium Royalty Corp.

(“URC”), representing a 15.5 % ( July 31, 2021:

18.1 %) interest in URC. 

In addition, two of our officers are members of URC’s board of directors, and one 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 during Fiscal 2022.

Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 15.5% to 13.0 %.

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

As at July 31, 2022, the fair value of our investment in URC was approximately $ 43.7 million.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, the changes in carrying value of our equity-accounted investment are summarized as follows:

Balance, July 31, 2019

Loss from equity-accounted investment

Gain on ownership interest dilution

$ 8,680  

Share of loss from URC

Gain on dilution of ownership interest

Translation loss

Balance, July 31, 2020

Income from equity-accounted investment

Gain on ownership interest dilution

11,515  

Share of income from URC

Gain on dilution of ownership interest

Translation gain

Balance, July 31, 2021

20,730  

Share of income from URC

Gain on dilution of ownership interest

Translation loss

Balance, July 31, 2022

$ 24,177  

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 $ 3,397 .

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, we recorded a gain on dilution of ownership interest of $ 3,973 , $ 4,473 and $ 3,057 , respectively, as a result of URC issuing more shares from its equity financings and the exercises of certain of URC’s share purchase warrants.

During Fiscal 2022 and Fiscal 2020, we recorded a translation loss of $ 679 and $ 133 , respectively, whereas during Fiscal 2021 we recorded a translation gain of $ 613 , 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 Income (Loss).

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at July 31, 2022, accounts payable and accrued liabilities consisted of the following:

July 31, 2022

July 31, 2021

Trade payables

$ 2,019  

$ 1,301  

Accrued purchases

Accrued payroll liabilities

Liabilities assumed from prior acquisitions

$ 8,162  

$ 2,764  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

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

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

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

LONG-TERM DEBT

2 unchanged sentences

July 31, 2021

Principal amount

Unamortized discount and accrued fees

Long-term debt, net of unamortized discount

Current portion

Long-term debt, net of current portion

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

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

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

as payments of anniversary fees to the Lenders.

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

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

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

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

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

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

OTHER LOANS PAYABLE

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

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

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

URANIUM ENERGY CORP.

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:

Balance, beginning of year

$ 10,075  

$ 19,869  

Amortization of discount and accrued fees

Payment of anniversary fees

( 600 )  

Principal repayment

( 10,000 )  

Balance, end of year

$ 10,075  

During Fiscal 2021, we made voluntary principal payments totaling $ 10,000 to certain Lenders, and during Fiscal 2022, we repaid the remaining $ 10,000 principal amount to the remaining Lender, which decreased the principal balance outstanding to $Nil as at July 31, 2022 under our Credit Facility.

Pursuant to the terms of our Third Amended and Restated Credit Agreement, during Fiscal 2022, we issued 161,594 shares with a fair value of $ 600 as payment of anniversary fees to our remaining Lender.

During Fiscal 2021, we issued an aggregate of 1,249,039 shares with a fair value of $ 1,170 , and during Fiscal 2020, we issued an aggregate of 1,743,462 shares with a fair value of $ 1,400 , as payments of anniversary fees to the Lenders.

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, the amortization of debt discount and accrued fees totaled $ 525 , $ 1,376 and $ 1,670 , respectively, which was recorded as interest expense and included in our Consolidated Statements of Operations and Comprehensive Income (Loss).

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, we paid $ 409 , $ 1,255 and $ 1,627 , respectively, in cash for interest on our long-term debt.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (“ARO”s) relate to future remediation and decommissioning activities at our Palangana Mine, Hobson Processing Facility, Reno Creek Project and Alto Paraná

Titanium Project, as well as our recently acquired Christensen Ranch Mine and Irigaray Processing Facility pursuant to the U1A Acquisition.

July 31, 2022

July 31, 2021

Government loan payable

Promissory note payable

Current portion

Government loan payable

Promissory note payable

Non-current portion

Government loan payable

Promissory note payable

ASSET RETIREMENT OBLIGATIONS

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

Balance, July 31, 2020

Balance, July 31, 2021

Balance, beginning of year

$ 3,939  

$ 3,735  

Assumed from U1A Acquisition

12,707  

Balance, end of year

$ 17,276  

$ 3,939  

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

2 unchanged sentences

Undiscounted amount of estimated cash flows

$28,739  

$8,221  

Payable in years

1 to 23  

9 to 21  

Inflation rate

1.56 % to 5.32 %  

1.56 % to 2.17 %  

Discount rate

3.72 % to 6.35 %  

5.50 % to 5.96 %  

During Fiscal 2022, we assumed ARO of $ 12,707 related to the Christensen Ranch Mine and Satellite Plant and the Irigaray Processing Facility as a result of the U1A Acquisition.

The estimated timing of cash flows for the remediation and decommissioning activities ranges from one year to 23 years from the date of U1A Acquisition.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

1 unchanged sentence

Remaining balance

20,755  

$ 28,739  

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.

The Company primarily has operating leases for corporate offices and processing facilities with a remaining term of 1.0 to 21.9 years as at July 31, 2022. 

The lease for the processing facilities has an evergreen option that can continue for so long as they are 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:

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, total lease expenses include the following components:

Year Ended July 31,

2 unchanged sentences

Total Lease Expenses

$ 1,675  

As at July 31, 2022 and 2021, the weighted average remaining lease term was 16.5 and 17.0 years, and the weighted average discount rate was 4.52 % and 4.74 %, 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.

During Fiscal 2022, Fiscal 2021, and Fiscal 2020, cash paid for amounts included in the measurement of operating lease liabilities totaled $ 472 , $ 252 and $ 176 , respectively.

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

2 unchanged sentences

Present value of lease liabilities

$ 1,184  

Current portion of lease liabilities

3 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

4 unchanged sentences

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.

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 Valuation Model with the following assumptions.

Expected Risk Free Interest Rate

4 unchanged sentences

Fair Value of Shares

$ 12,000  

Fair Value of Share Purchase Warrants

Total Fair Value Before Allocation to Net Proceeds

$ 13,446  

Gross Proceeds

$ 15,000  

Share Issuance Costs - Cash

Net Cash Proceeds Received

$ 14,122  

Relative Fair Value Allocation to:

$ 12,603  

Share Purchase Warrants

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.

$ 14,122  

During Fiscal 2021, we issued 13,668,906 shares of the Company’s common stock under our 2020 ATM Offering for net cash proceeds of $ 29,321 .

On March 19, 2021, we completed a registered direct offering of 10,000,000 shares of the Company’s common stock for net proceeds of $ 29,084 .

On April 8, 2021, we completed a registered direct offering of 3,636,364 shares of the Company’s common stock for net proceeds of $ 11,316 .

In connection with the April 2021 Offering, we also issued, on a private placement basis, 181,818 common stock purchase warrants (each, an “Agent Warrant”) to the agent as partial compensation, and each Agent Warrant entitles its holder to acquire one share of common stock at an exercise price of $ 4.125 per share and expiring five years from the date of issuance.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

The Agent Warrants were valued at $1.80 per warrant using the Black-Scholes option pricing model with the following assumptions.

The Agent Warrants were valued at $ 1.80 per warrant using the Black-Scholes Valuation Model with the following assumptions.

Expected Risk Free Interest Rate

2 unchanged sentences

Expected Annual Dividend Yield

During Fiscal 2021, we issued 2,265,700 shares of the Company’s common stock at a weighted average price of $2.78 per share under our 2021 ATM Offering for net cash proceeds of $6,156,690.

Subsequent to July 31, 2021, we issued a further 20,743,878 shares of the Company’s common stock at a weighted average price of $3.09 per share under our 2021 ATM Offering for net cash proceeds of $62,671,103.

During Fiscal 2021, we issued 2,265,700 shares of the Company’s common stocks under our May 2021 ATM Offering for net cash proceeds of $ 6,157 .

During Fiscal 2022, we issued 47,507,536 shares of the Company’s common stocks under our 2021 ATM Offerings for net cash proceeds of $ 163,814 .

Subsequent to July 31, 2022, we issued a further 3,510,100 shares of the Company’s common stock under our 2021 ATM Offerings for net cash proceeds of $ 14,808 .

Share Purchase Warrants

3 unchanged sentences

Balance, July 31, 2019

19,443,910  

$ 1.94  

300,000  

( 12,021,929 )  

Balance, July 31, 2020

7,721,981  

Issued in connection with September 2020 Offering

6,833,333  

Issued in connection with April 2021 Offering

181,818  

( 8,240,505 )  

( 1,109,304 )  

Balance, July 31, 2021

During Fiscal 2021 and Fiscal 2020, we received cash proceeds totaling $3,588,291 and $Nil, respectively, from the exercise of share purchase warrants.

5,387,323  

( 1,771,869 )  

Balance, July 31, 2022

3,615,454  

$ 1.92  

A summary of share purchase warrants outstanding and exercisable as at July 31, 2022 is as follows:

2 unchanged sentences

Number of Warrants

Weighted Average Remaining Contractual

August 9, 2022

Weighted Average

Remaining Contractual

$ 1.80  

3,408,636  

September 23, 2022

25,000  

181,818  

April 5, 2026

$ 1.92  

3,615,454  

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, we received cash proceeds totaling $ 3,325 , $ 3,589 and $Nil, respectively, from the exercise of share purchase warrants.

Subsequent to July 31, 2022, we received cash proceeds totaling $ 6,141 from the exercise of share purchase warrants.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

1 unchanged sentence

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.

As at July 31, 2022, we had one stock option plan, our 2022 Stock Incentive Plan (the “2022 Plan”), which superseded and replaced the Company’s 2021 Stock Incentive Plan (collectively the “Stock Incentive Plan”), such that no further shares are issuable under the prior plan.

During Fiscal 2022, 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 1,279,692 , 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 12, 18 and 24 months after the grant date, 25 % of the total stock options become exercisable.

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:

The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions:

Year Ended July 31,

Expected Risk Free Interest Rate

2.73 %  

0.70 %  

Expected Volatility

78.75 %  

72.57 %  

Expected Life in Years

1 unchanged sentence

Weighted-Average Grant Date Fair Value

$ 2.45  

$ 1.30  

$ 0.45  

A continuity schedule of outstanding stock options as at July 31, 2022, and the changes during the fiscal year periods, is as follows:

3 unchanged sentences

Balance, July 31, 2019

15,738,350  

$ 1.30  

6,163,900  

Cancelled/Forfeited

( 179,344 )  

( 6,208,156 )  

Balance, July 31, 2020

15,514,750  

959,588  

( 4,705,005 )  

( 1,365,000 )  

Balance, July 31, 2021

10,404,333  

1,279,692  

( 2,728,498 )  

( 75,000 )  

Balance, July 31, 2022

8,880,527  

$ 1.58  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

1 unchanged sentence

Year Ended July 31,

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

872,580  

1,734,127  

Number of Options Exercised on Forfeiture Basis

1,855,918  

2,970,878  

Total Number of Options Exercised

2,728,498  

4,705,005  

Number of Shares Issued on Cash Exercise

872,580  

1,734,127  

Number of Shares Issued on Forfeiture Basis

1,279,515  

1,592,128  

Total Number of Shares Issued Upon Exercise of Options

2,152,095  

3,326,255  

Cash Received from Exercise of Stock Options

$ 1,916  

Total Intrinsic Value of Options Exercised

$ 8,336  

$ 6,882  

A continuity schedule of outstanding unvested stock options at July 31, 2022, and the changes during the fiscal year periods, is as follows:

4 unchanged sentences

Balance, July 31, 2019

3,310,600  

$ 0.59  

6,163,900  

( 2,590,154 )  

Cancelled/Forfeited

( 86,875 )  

Balance, July 31, 2020

6,797,471  

959,588  

( 3,865,852 )  

Balance, July 31, 2021

3,891,207  

1,279,692  

( 2,984,745 )  

Balance, July 31, 2022

2,186,154  

$ 1.79  

As at July 31, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 23,292 (vested:

8 unchanged sentences

Exercise Price

Weighted Average Remaining

Weighted Average

Contractual Term

2 unchanged sentences

Exercise Price

Weighted Average Remaining

Weighted Average

Contractual Term

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.

to $ 0.99  

3,968,499  

$ 0.92  

3,968,499  

$ 0.92  

to $ 1.99  

2,738,875  

2,297,207  

to $ 2.99  

903,461  

416,167  

to $ 3.98  

1,269,692  

12,500  

8,880,527  

$ 1.58  

6,694,373  

$ 1.14  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Restricted Stock Units

During Fiscal 2022, 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 2022 and 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.

A continuity schedule of outstanding RSUs as at July 31, 2022, and the changes during the fiscal year end periods, is as follows:

3 unchanged sentences

Balance, July 31, 2019

465,000  

$ 0.94  

1,305,000  

( 155,000 )  

Balance, July 31, 2020

1,615,000  

407,617  

( 1,025,005 )  

Balance, July 31, 2021

997,612  

346,790  

( 508,368 )  

Balance, July 31, 2022

836,034  

$ 2.61  

A summary of outstanding unvested RSUs as at July 31, 2022, is as follows:

Number of Restricted Stock Units

Number of Restricted

Remaining Life

1 unchanged sentence

July 16, 2020

217,498  

$ 0.91  

July 21, 2021

271,746  

58,824  

July 29, 2022

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.

287,966  

836,034  

$ 2.61  

$ 3,510  

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts are as follows:

Year Ended July 31,

Number of RSUs vested

508,368  

1,025,005  

155,000  

Number of net RSU shares issued

267,681  

536,361  

105,844  

Number of RSU shares forfeited as payments of withholding amount

240,687  

488,644  

49,156  

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, stock-based compensation relating to the RSUs were $ 780 , $ 1,060 and $ 309 , respectively.

As at July 31, 2022, unrecognized compensation costs related to unvested RSUs totaled $ 1,749 , which is expected to be recognized over a period of approximately 1.85 years.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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”).

During Fiscal 2022 and Fiscal 2021, the Company granted 120,816 and 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 by 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.

3 unchanged sentences

The Company accounts for the PRSUs as an equity-settled plan.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

The fair values of the Target PRSUs granted in Fiscal 2021 were valued using the Monte Carlo simulation model at the date of grant with the following principal assumptions:

The fair values of the Target PRSUs granted in Fiscal 2022 and Fiscal 2021 were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions.

No PRSUs were granted in Fiscal 2020.

Year Ended July 31,

Expected Risk Free Interest Rate

2.80 %  

Expected Volatility

90.90 %  

Expected Dividend Yield

Expected Life in Years

76.89 %  

$ 3.98  

$ 2.15  

Grant Date Fair Value

During Fiscal 2021 and Fiscal 2020, an aggregate of 222,500 and 90,001 PRSUs vested, respectively, based on UEC’s share performance then relative to the Global X Uranium ETF, which were accrued and recorded as share issuance obligations on our consolidated balance sheets.

$ 4.80  

$ 2.48  

During Fiscal 2022, an aggregate of 445,000 PRSUs vested based on UEC’s share performance relative to the Global X Uranium ETF.

These vested PRSUs, together with 222,500 and 90,001 PRSUs vested and accrued during Fiscal 2021 and Fiscal 2020, respectively, were settled in July 2022, which was the end of three -year Performance Period.

As a result, 757,501 PRSU shares vested and were settled, with 361,122 net PRSU shares being issued and 396,379 net PRSU shares being forfeited as payment of tax withholding amounts.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

A continuity schedule of unvested PRSUs comprised of Target PRSUs and Additional PRSUs as at July 31, 2022, and the changes during the fiscal year end periods, is as follows:

3 unchanged sentences

Balance, July 31, 2019

890,000  

$ 1.15  

( 132,499 )  

Balance, July 31, 2020

757,501  

492,950  

Balance, July 31, 2021

During Fiscal 2021 and Fiscal 2020, stock-based compensation related to amortization of PRSUs totaled $156,055 and $272,658, respectively.

1,250,451  

241,632  

( 757,501 )  

Balance, July 31, 2022

734,582  

$ 3.24  

During Fiscal 2022, Fiscal 2021 and Fiscal 2020, stock-based compensation related to amortization of PRSUs totaled $ 293 , $ 156 and $ 274 , respectively.

As at July 31, 2022, unrecognized compensation costs relating to unvested PRSUs totaled $ 981 , which is expected to be recognized over a period of approximately 2.41 years.

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:

A summary of stock-based compensation expense for Fiscal 2022, Fiscal 2021 and Fiscal 2020, is as follows:

Year Ended July 31,

5 unchanged sentences

Amortization of stock option expenses

Amortization of RSU & PRSU expenses

Amortization of RSU and PRSU expenses

Stock-Based Compensation for Employees

1 unchanged sentence

Amortization of stock option expenses

Amortization of RSU expenses

Settlement of share issuance obligation

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.

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:

$ 4,681  

$ 5,471  

$ 3,493  

SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES

During Fiscal 2022, we recorded sales of $ 22,946 from the sales of 500,000 pounds of our uranium concentrate inventory.

During Fiscal 2022, we recorded revenue from toll processing services of $ 215 , which was generated from processing uranium resins according to a toll processing agreement that we inherited from the U1A Acquisition.

No sales of purchased inventory and revenue from toll processing services are recorded in Fiscal 2021 and Fiscal 2020.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

The table below provides a breakdown of sales and service revenue and cost of sales and service revenue:

Year Ended July 31,

Net Loss for the Year

Sales of purchased uranium inventory

$ 22,946  

Revenue from toll processing services

Total sales and service revenue

$ 23,161  

Cost of purchased uranium inventory

$ ( 15,689 )  

Cost of toll processing services

( 179 )  

Total cost of sales and services

$ ( 15,868 )  

Of the total sales of purchased uranium inventory, sales to customer A represent 57 % and sales to customer B represent 43 %.

UNREALIZED LOSS ON EQUITY SECURITIES

During Fiscal 2022, we recorded unrealized loss on equity securities as a result of re-valuating our investments in equity securities as at July 31, 2022.

Our investments in Anfield and UEX shares are level 1 financial instruments, which was re-valuated using the quoted share prices, and our investment in Anfield Warrants is a level 2 financial instrument, which was re-valuated using observable inputs using the Black-Sholes Valuation Model with the following assumptions.

Expected Risk Free Interest Rate

Annual Volatility

Expected Contractual Life in Years

Expected Annual Dividend Yield

Unrealized loss on equity securities for Fiscal 2022 consisted for the following:

Urealized loss from investment in Anfield shares

Urealized loss from investment in Anfield warrants

Urealized gain from investment in UEX shares

NET INCOME (LOSS) PER SHARE

The following table reconciles the weighted average number of shares used in the computation of basic and diluted income (loss) per share for Fiscal 2022, Fiscal 2021 and Fiscal 2020:

Year Ended July 31,

Net Income (Loss) for the Year

$ 5,252  

$ ( 14,813 )  

Basic Weighted Average Number of Shares

Dilutive Stock Options, RSUs, PRSUs and Warrants

271,019,472  

210,295,992  

183,041,766  

Dilutive Effect of Stock Awards and Warrants

9,082,601  

Diluted Weighted Average Number of Shares

Net Loss per Share, Basic and Diluted

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.

280,102,073  

210,295,992  

183,041,766  

Net Income (Loss) Per Share - Basic

$ 0.02  

$ ( 0.07 )  

Net Income (Loss) Per Share - Diluted

$ 0.02  

$ ( 0.07 )  

For Fiscal 2021 and Fiscal 2020, all outstanding share purchase warrants and stock awards including stock options, RSUs and PRSUs were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

As at July 31, 2022, 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.

net operating loss carry-forwards of approximately $ 199.0 million and Canadian net operating loss carry-forwards of approximately $ 4.5 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, 2022, 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.

net operating loss totaling $ 95.9 million and interest expenses of $ 5.5 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,

Federal income tax provision rate

State income tax provision rate, net of federal income tax effect

21.00 %  

State income tax provision rate, net of federal income tax effect

2.95 %  

0.83 %  

Total income tax provision rate

23.95 %  

21.83 %  

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.

1 unchanged sentence

Year Ended July 31,

Loss before income taxes

Income (Loss) before income taxes

$ 5,247  

$ ( 14,817 )  

Corporate tax rate

Expected tax recovery

23.95 %  

21.83 %  

Expected tax expense (recovery)

( 3,235 )  

Increase (decrease) resulting from

1 unchanged sentence

Permanent differences

( 326 )  

( 217 )  

Prior year true-up

( 270 )  

Change in state tax rate

( 460 )  

( 406 )  

Foreign exchange rate differences

( 56 )  

Change in valuation allowance

( 824 )  

Tax adjustment from operations

1 unchanged sentence

Deferred tax benefits

$ ( 5 )  

$ ( 4 )  

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.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

As at July 31, 2022, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards is not likely to occur remains unchanged.

As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards.

The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows:

1 unchanged sentence

United States

The Company’s deferred tax assets (liabilities) are as follows:

$ 6,054  

$ ( 14,297 )  

( 1,075 )  

( 614 )  

$ 5,247  

$ ( 14,817 )  

The Company’s deferred tax assets (liabilities) are as follows:

July 31, 2022

2 unchanged sentences

Mineral properties

$ 1,401  

$ 1,277  

Exploration costs

1 unchanged sentence

Depreciable property

( 3,955 )  

Asset retirement obligations

1 unchanged sentence

Loss carry forwards

70,162  

49,988  

80,830  

58,913  

Valuation allowance

( 80,454 )  

Deferred tax assets

2 unchanged sentences

Mineral properties

( 536 )  

Net deferred tax liabilities

$ ( 536 )  

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

$ 1,887  

July 31, 2024

3 unchanged sentences

Remaining balance

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.

177,442  

$ 199,030  

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.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows:

July 31, 2027

4 unchanged sentences

Remaining balance

$ 4,532  

SEGMENTED INFORMATION

2 unchanged sentences

were $ 196,137 or 78 % of our total long-term assets of $ 252,056 .

The table below provides a breakdown of the Company’s long-term assets by geographic segment:

July 31, 2022

2 unchanged sentences

Mineral Rights and Properties

$ 12,420  

$ 4,727  

$ 148,720  

$ 15,014  

$ 181,948  

Property, Plant and Equipment

12,773  

20,234  

Restricted Cash

Equity-Accounted Investment

24,177  

Investment in Equity Securities

14,834  

Other Non-Current Assets

Total Long-Term Assets

$ 22,884  

$ 4,742  

$ 168,426  

$ 40,538  

$ 15,381  

$ 252,056  

July 31, 2021

2 unchanged sentences

Mineral Rights and Properties

$ 12,421  

$ 4,627  

$ 31,528  

$ 14,514  

$ 63,784  

Property, Plant and Equipment

1 unchanged sentence

Equity-Accounted Investment

20,730  

Other Non-Current Assets

Total Long-Term Assets

$ 21,538  

$ 4,642  

$ 31,931  

$ 21,359  

$ 14,879  

$ 94,496  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

The table below provides a breakdown of our operating results by geographic segment.

3 unchanged sentences

United States

Costs and Expenses:

Sales and service revenue

$ 22,946  

$ 23,161  

Cost of sales and services

( 179 )  

( 15,689 )  

Operating Costs:

Mineral property expenditures

10,154  

General and administrative

15,026  

Acquisition-related costs

Depreciation, amortization and accretion

Total operating costs

15,717  

30,003  

Income (loss) from operations

( 15,717 )  

( 171 )  

( 8,430 )  

( 4,247 )  

( 1,329 )  

Other income (expenses)

( 1,096 )  

( 19 )  

22,994  

27,957  

Income (loss) before income taxes

$ ( 16,813 )  

$ ( 190 )  

$ ( 2,356 )  

$ 7,184  

$ 18,747  

$ ( 1,325 )  

$ 5,247  

Year ended July 31, 2021

Statement of Operations

United States

Operating Costs:

Mineral property expenditures

$ 3,002  

$ 4,479  

General and administrative

12,640  

Depreciation, amortization and accretion

Total operating costs

12,956  

17,512  

Loss from operations

( 12,956 )  

( 140 )  

( 773 )  

( 71 )  

( 2,919 )  

( 653 )  

Other income (expenses)

( 2,542 )  

( 19 )  

( 10 )  

Loss before income taxes

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2021

$ ( 15,498 )  

$ ( 159 )  

$ ( 783 )  

$ ( 71 )  

$ 2,340  

$ ( 646 )  

Year ended July 31, 2020

1 unchanged sentence

United States

Costs and Expenses:

Operating Costs:

Mineral property expenditures

$ 3,166  

$ 4,582  

General and administrative

Depreciation, amortization and accretion

Total operating costs

10,423  

14,334  

Loss from operations

( 10,423 )  

( 118 )  

( 724 )  

( 73 )  

( 2,284 )  

( 712 )  

Other income (expenses)

( 3,418 )  

( 19 )  

Loss before income taxes

$ ( 13,841 )  

$ ( 137 )  

$ ( 722 )  

$ ( 73 )  

$ ( 707 )  

SUBSEQUENT EVENT

On June 13, 2022, we entered into a definitive agreement with UEX pursuant to which UEC would acquire all of the issued and outstanding common shares of UEX in an all-share transaction by way of the UEX Acquisition. 

On June 21, 2022, under the UEX Agreement, we completed a private placement in UEX, whereby UEC acquired 11,627,907 UEX common shares at a price of CA$0.43 per UEX common share for total consideration of $ 3,867 . 

Subsequently, UEC acquired an additional 6,844,000 UEX common shares for total consideration of $ 1,914 by making purchases through the facilities of the TSX subject to and in accordance with applicable laws. 

As of July 31, 2022, we owned 18,471,907 UEX common shares, representing a 3 % interest in UEX, with a fair value of $ 6,914 . 

The investment in UEX was accounted for as investment in equity securities with change in fair value of $ 1,132 recorded as unrealized gain in our consolidated statements of operations and comprehensive income.

Subsequent to July 31, 2022, we closed the UEX Acquisition under the Canada Business Corporations Act, pursuant to which UEC acquired all of the issued and outstanding common shares of UEX that UEC did not already own. 

The UEX Acquisition was approved at a special meeting of UEX securityholders held on August 15, 2022 and was subsequently approved by the Supreme Court of British Columbia on August 18, 2022.

Pursuant to the terms of the UEX Acquisition, UEX shareholders received 0.090 common shares of UEC for each UEX common share held. 

As a result, we issued 48,518,745 shares of UEC in exchange for the common shares of UEX that UEC did not already own. 

The UEX shares UEC owned before closing the UEX Acquisition were returned to treasury.

At the date of these consolidated financial statements are issued, we are not able to gather sufficient information to determine whether the UEX Acquisition is an asset acquisition or business combination.

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.

/s/ Amir Adnani

Amir Adnani President, Chief Executive Officer

/s/ Amir Adnani

Amir Adnani President, Chief Executive Officer

(Principal Executive Officer) and Director

October 27, 2021.

September 29, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Amir Adnani

/s/ Amir Adnani

President, Chief Executive Officer (Principal

Executive Officer) and Director

October 27, 2021.

/s/ Pat Obara

September 29, 2022.

/s/ Pat Obara

Chief Financial Officer (Principal Financial Officer

and Principal Accounting Officer)

October 27, 2021.

/s/ Spencer Abraham

September 29, 2022.

/s/ Spencer Abraham

Spencer Abraham

Chairman and Director

October 27, 20201.

/s/ Vincent Della Volpe

September 29, 2022.

/s/ Vincent Della Volpe

Vincent Della Volpe

October 27, 2021.

/s/ David Kong

October 27, 2021.

/s/ Ganpat Mani

October 27, 2021.

/s/ Gloria Ballesta

September 29, 2022.

/s/ David Kong

September 29, 2022.

/s/ Ganpat Mani

September 29, 2022.

/s/ Gloria Ballesta

Gloria Ballesta

October 27, 2021.

September 29, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures