URANIUM ENERGY CORP 10-K/A

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is 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.  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 disclosure controls and procedures were 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 internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404(a).  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis.  Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are 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, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in  Internal Control - Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on that evaluation, the Company’s management concluded that, as of July 31, 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 appears herein.   237 Table of Contents   Changes in Internal Controls   There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   Item 9B. Other Information   Not applicable.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   Not applicable.   238 Table of Contents   PART III   Item 10. Directors, Executive Officers and Corporate Governance   Our directors and executive officers and their respective ages as of September 27, 2022 are as follows:   Name Age Position with the Company Amir Adnani 44 President, Chief Executive Officer, Principal Executive Officer and a director Spencer Abraham 70 Chairman and a director David Kong 76 Lead independent director Vincent Della Volpe 80 A director Ganpat Mani 75 A director Gloria Ballesta 47 A director Pat Obara 66 Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer Scott Melbye 60 Executive Vice President   The following describes the business experience of each of our directors, including other directorships held in reporting companies.   Amir Adnani . Amir Adnani is a founder of the Company and has served as our President, Chief Executive Officer and a director since January 2005. Under his leadership, 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.   Mr. Adnani has been invited to speak at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute. He is a frequent contributor to the business media, including The Wall Street Journal, Bloomberg, CNBC and Fox Business News.   Fortune magazine distinguished Mr. Adnani on their “40 Under 40, Ones to Watch” list of North American executives. He was selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication. He was a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.   Mr. Adnani is the founder and Chairman of GoldMining Inc., a publicly-listed gold acquisition and development company and is a director of Gold Royalty Corp., a publicly-listed gold royalty company. Mr. Adnani also serves as the Chairman of Uranium Royalty Corp., a publicly-listed uranium royalty company. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.   Spencer Abraham . Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Biden Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters.   Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012 and as a director of NRG Energy, Inc. (NYSE: NRG) since December 2012. Mr. Abraham served as a director of GenOn Energy, Inc. from January to December 2012, when it was acquired by NRG Energy, Inc. Previously, Mr. Abraham served as a director of Occidental Petroleum Corporation (NYSE: OXY) from 2005 to May 2020, as the non-executive Chairman of the Board of Directors of AREVA Inc., the North American subsidiary of AREVA, and on the boards of several other public and private companies.   239 Table of Contents   Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University.   David Kong . David Kong has served on our Board of Directors since January 2011 and serves as our lead independent director. Mr. Kong serves as a director of New Pacific Metals Corp., a public company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American since November 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American since November 2011, and as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American since October 2010.   Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors.   Vincent Della Volpe . Vincent Della Volpe has served on our Board of Directors since July 2007. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and senior vice president of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University.   Ganpat Mani . Ganpat Mani has served on our Board of Directors since June 2014. Mr. Mani served as a director of Uranium Participation Corporation (now Sprott Physical Uranium Trust) from July 2014 to July 2021. From 2009 to 2013, Mr. Mani was President and Chief Executive Officer of ConverDyn, a partnership between affiliates of Honeywell International Inc. and General Atomics, which specializes in the nuclear fuel conversion trade. During this time, he also served as a director of the Nuclear Energy Institute and was a member of the U.S. Civil Nuclear Trade Advisory Committee. Mr. Mani is a highly-experienced negotiator of contracts with major private and state-owned corporations in Asia, Europe and the U.S. Notably, Mr. Mani negotiated the agreement for the return of uranium feed from the Metropolis conversion facility under the Megatons to Megawatts program between the U.S. and Russia. He also met with government and industry organizations as part of the U.S. Department of Commerce’s multiple nuclear trade missions to India.   From 1994 to 2007, Mr. Mani held several senior marketing positions with ConverDyn, including having served as Senior Vice President. At ConverDyn he was responsible for relations with major nuclear utilities in Asia, Europe and the U.S. and with enrichment companies in Europe and the U.S. Mr. Mani has prepared position papers and draft legislative language for, and represented ConverDyn in, meetings with the United States Departments of Commerce, Energy and State and with industry trade organizations. From 1973 to 1994, Mr. Mani worked at Honeywell International Inc. (formerly Allied-Signal Inc.) where his career spanned a variety of functional areas and product lines.    Mr. Mani holds an MBA from Rutgers University and a Bachelor of Technology Degree in Metallurgical Engineering from Loughborough University, United Kingdom.   Gloria Ballesta . Gloria Ballesta has served on our Board of Directors since July 2018.  Ms. Ballesta is the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, since January 2016, and serves as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American since August 2010. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master’s degree in Marketing and Business Management from ESIC School of Business in Spain.   The following describes the business experience of each of the non-director executive officers of the Company:   Pat Obara . Pat Obara has served as our Secretary, Treasurer and Chief Financial Officer since October 2015, and served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara currently serves as the Chief Financial Officer and Secretary of GoldMining Inc., a public company listed on the TSX and the NYSE American, and served as a director of GoldMining Inc. from September 2009 to May 2018. Mr. Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology.   240 Table of Contents   Scott Melbye . Mr. Melbye has served as our Executive Vice President since September 2014. Mr. 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. Mr. Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX Venture Exchange (the “TSX-V”) and the Nasdaq Capital Market. Previously, Mr. Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018 and concurrently served as an Advisor to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the CEO during the time that Uranium One was publicly traded on the TSX.   Prior to this, Mr. 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 (achieving annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities). Mr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona.   Mr. Melbye is currently the President of the Uranium Producers of America (“UPA”). The UPA is the domestic mining organization that advocates for U.S. Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry. He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as Central Europe, China, India, United Arab Emirates and Mexico. Mr. Melbye has provided expert testimony before the U.S. House Oversight Committee on Department of Energy inventory dispositions, and the U.S. Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency. In addition, he testified before the U.S. International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984.   Term of Office   All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.   Significant Employees   There are no significant employees other than our executive officers.   Family Relationships   There is no family relationship between any of our executive officers or directors.   241 Table of Contents   Audit Committee   Our Board of Directors has established an Audit Committee that operates under a written charter approved by the Board of Directors. Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act. Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American. Mr. Kong is the Chairperson of the Audit Committee. Our Board of Directors has determined that Mr. Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC.   Involvement in Certain Legal Proceedings   Except as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:     1. a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;     2. such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);     3. such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:     i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;     ii) engaging in any type of business practice; or     iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;     4. such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;     5. such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;     6. such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;     7. such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:     i) any federal or state securities or commodities law or regulation; or   242 Table of Contents     ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or     iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or     8. such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.   Code of Conduct and Ethics   We have adopted a Code of Conduct and Ethics (the “Code”) that applies to all directors and officers. The Code describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:     ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;   ● compliance with applicable governmental laws, rules and regulations;   ● the prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code; and   ● accountability for adherence to the Code.   A copy of our Code and all material Company corporate governance charters, policies and guidelines can be viewed on our website at: www.uraniumenergy.com.   Corporate Governance and Nominating Committee   Our Board of Directors has established a Corporate Governance and Nominating Committee that operates under a written charter approved by the Board of Directors. The Corporate Governance and Nominating Committee is comprised of Vincent Della Volpe, David Kong and Ganpat Mani. Mr. Della Volpe is the 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 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. The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria. In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company.   243 Table of Contents   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   Our Sustainability Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta. Our Board of Directors has determined that each member of the Sustainability Committee meets the independence standards of the NYSE American. Mr. Kong is the 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 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 and including, but not limited to, gender, age, ethnicity and cultural diversity.  In addition, when assessing and identifying potential new members to join the Board of Directors or the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, considers the current level of diversity on the Board of Directors and the executive team.   The Corporate Governance and Nominating Committee and the Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness. The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to the Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience. 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.   244 Table of Contents   The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following:     ● personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;   ● successful business or professional experience;   ● various areas of expertise or experience, including financial, strategic and general management;   ● willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company;   ● a demonstrated commitment to the success of the Company; and   ● diverse perspectives, qualifications and knowledge.   The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise.   Compliance with Section 16(a) of the Exchange Act   Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 2022 within two business days as required by the SEC.   Item 11. Executive Compensation   Compensation Discussion and Analysis   Oversight of Executive Compensation Program   Our Board of Directors has established a Compensation Committee that operates under a written charter approved by the Board of Directors. The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta. Mr. Della Volpe is the Chairperson of the Compensation Committee. All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American. The Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company. The independence of the Compensation Committee members is re-assessed regularly by the Company.   The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.   The responsibilities of the Compensation Committee, as stated in its charter, include the following:     ● review and approve the Company’s compensation guidelines and structure;   ● review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;   ● review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including base compensation, bonus, incentive and equity compensation; and   ● periodically review and make recommendations to the Board of Directors regarding the compensation of non-management directors.   The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board of Directors for approval all compensation policies and compensation programs for the executive team.   245 Table of Contents   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 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 2022 included:     ● compensation philosophy validation;   ● peer group review;   ● 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; and   ● review of compensation discussion and analysis in the Company’s proxy statement.   Fees paid for GGA’s services for our last two fiscal years were $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 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:     ● to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework; and   ● to reward each executive based on individual and corporate performance and to incentivize such executives to drive the organization’s current growth and sustainability objectives.   246 Table of Contents   The following key principles guide the Company’s overall compensation philosophy:     ● compensation is designed to align executives to the critical business issues facing the Company;   ● compensation should be fair and reasonable to shareholders and be set with reference to the local market and similar positions of comparable companies;   ● a substantial portion of total compensation is at-risk and linked to individual efforts, as well as divisional and corporate performance. This ensures the link between executive pay and business performance;   ● an appropriate portion of total compensation should be equity-based, aligning the interests of executives with shareholders; and   ● compensation should be transparent to the Board of Directors, executives and shareholders.   Benchmarking Compensation and Peer Groups   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 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:   Removed from the Peer Group Added to the Peer Group Contango Oil & Gas Company 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:   Peer Group Centrus Energy Corp. Global Atomic Corporation Northern Oil and Gas, Inc. Comstock Resources, Inc. Gulfport Energy Corporation PolyMet Mining Corp. Denison Mines Corp. IsoEnergy Ltd. UR-Energy Inc. Energy Fuels Inc. NACCO Industries, Inc.   Fission Uranium Corp. NexGen Energy Ltd.     247 Table of Contents   Compensation Elements and Rationale   The Company’s executive compensation program consists of: base compensation; short-term incentive awards; and long-term incentive equity compensation.   Base Compensation   Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.   Effective 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.       Fiscal 2022     Fiscal 2023   Name and Principal Position   October 31, 2021     January 31, 2022     April 30, 2022     July 31, 2022     As of the date hereof   Amir Adnani President and Chief Executive Officer   $ 440,000     $ 440,000     $ 462,000     $ 462,000     $ 478,000   Pat Obara Secretary, Treasurer and Chief Financial Officer   CA$180,000     CA$180,000     CA$189,000     CA$189,000     CA$189,000   Scott Melbye Executive Vice President   $ 250,000     $ 250,000     $ 262,500     $ 262,500     $ 262,500     The base compensation paid to our executive officers is more particularly described below under “Executive Services Agreements” herein.   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. 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.   248 Table of Contents   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 Base Compensation % of Base Compensation Target Award Corporate Individual Amir Adnani President and Chief Executive Officer $440,000 100% $440,000 80% 20% Pat Obara Secretary, Treasurer and Chief Financial Officer CA$180,000 65% CA$117,000 60% 40% Scott Melbye Executive Vice President $250,000 50% $125,000 60% 40%   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. Mr. 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.   249 Table of Contents   The following sets forth the scorecard for Fiscal 2022.     Weight Performance Levels     Performance Metrics Chief Executive Officer Chief Financial Officer & Executive Vice President Threshold (50% of Target Award) Target (100% of Target Award) Breakthrough (200% of Target Award) Result Payout S-K 1300 Reporting 10% 7.5% One TRS report Two TRS reports Three TRS reports S-K 1300: Four TRS reports filed Breakthrough Production Growth 30% 22.5% Increase production capabilities through strategic acquisition Acquisition:  Completed Breakthrough                 Balance Sheet 10% 7.5% 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 Breakthrough       $50 million $60 million $70 million     Burke Hollow Pre-Production Program 10% 7.5% Develop and advance the Burke Hollow Project by completion of installation of the monitor well ring at Production Area 1 Burke Hollow: Completed Breakthrough                 ESG Program 10% 7.5% Goal 1: Develop Greenhouse Gas Emissions Management Policy for UEC’s Texas projects Goal 2: Create emissions inventory of all sources (mobile and stationary) for each Texas project and initiate fuel consumption tracking by individual source at each project Goal 3: Identify, assess and calculate cost benefit analysis for emission reduction opportunities at UEC’s Texas projects Goal 4: 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 ESG Program: Four of four goals completed Breakthrough       Two of four goals Three of four goals Four of four goals     Total Recordable Injury and Illness Incidence Rate 10% 7.5% Promote high performing safe environments with no recordable injuries Total Recordable Injury and Illness Incidence Rate: Zero Rate: Zero Breakthrough Chief Executive Officer Individual Performance 20% -- Chief Executive Officer: Exceeded Expectations Individual Performance: Exceeded Expectations Breakthrough       Below Expectations Met Expectations Exceeded Expectations     Chief Financial Officer Individual Performance -- 40% Chief Financial Officer: Exceeded Expectations Individual Performance: Exceeded Expectations Breakthrough       Below Expectations Met Expectations Exceeded Expectations     Executive Vice President   Individual Performance -- 40% Executive Vice President: Met Expectations Individual Performance: Met Expectations Target       Below Expectations Met Expectations Exceeded Expectations       250 Table of Contents   The following sets forth the STIP awards paid to our executive officers for Fiscal 2022.   Executive Officer Base Compensation Fiscal 2022 Target Award Performance Fiscal 2022 STIP Payout (1) % of Target     % of Base Compensation Target Award Corporate Individual     Amir Adnani President and Chief Executive Officer $440,000 100% $440,000 80% x 200% 20% x 200% $880,000 200% Pat Obara (2) Secretary, Treasurer and Chief Financial Officer CA$180,000 65% CA$117,000 60% x 200% 40% x 200% $150,011 164% Scott Melbye Executive Vice President $250,000 50% $125,000 60% x 200% 40% x 100% $150,000 120%   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.   251 Table of Contents   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.   ESG Program: 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.   252 Table of Contents   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; resources; 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; and     ● 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; and     ● 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. The Compensation Committee takes into consideration previous grants when it considers new grants of equity awards. The Compensation Committee administers the granting of equity awards in accordance with our Stock Incentive Plan.   253 Table of Contents   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 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 vesting schedule for outstanding PRSUs.   Measurement Period   Performance Criteria Company TSR vs. ETF TSR Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period Grant date to end   Three Year Relative Total Greater than -2,500 bps 0% 0% of 36-month   Stockholder Return against -2,500 bps 50% 50% period   Global X Uranium ETF 0 bps 100% 100%       2,500 bps 200% 100%   In Fiscal 2021 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” table.   254 Table of Contents   The following table summarizes the pay mix for our executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2022:       Base   Non-Equity Incentive Plan   Stock   At-Risk     Compensation   & Cash Bonus (1)   Awards (2)   Pay Name and Principal Position   Cash   (STIP)   (LTIP)   (STIP & LTIP) Amir Adnani   19%   39%   42%   81% President and Chief Executive Officer                                   Pat Obara    30%   31%   39%   70% Secretary, Treasurer and Chief Financial Officer                                   Scott Melbye   38%   24%   38%   62% Executive Vice President                   Notes: (1) These amounts include discretionary bonuses comprising 1%, 2% and 2% of the pay mix for Messrs. Adnani, Obara and Melbye, respectively. (2) These amounts represent RSUs and PRSUs.   Other Non-Cash Compensation   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   Amir Adnani, President and Chief Executive Officer   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 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.   255 Table of Contents   Pat Obara, Secretary, Treasurer and Chief Financial Officer   We appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer of the Company effective on October 29, 2015. Mr. Obara served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara is retained according to a consulting services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Obara is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Mr. Obara’s expertise to the Company.   Retirement, Resignation or Termination Plans   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:     ● appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program;   ● retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors;   ● our 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;   ● disclosure of executive compensation to stakeholders;   ● established a clawback policy applicable to all cash and equity incentive compensation; and   ● adoption of say-on-pay.   Clawback Policy   We adopted a Clawback Policy as an additional safeguard to mitigate compensation risks (the “Clawback Policy”). The Clawback Policy applies to all cash and equity incentive compensation and provides that the Board of Directors may seek reimbursement for compensation awarded to an executive in situations where: (i) payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company’s financial statements filed with any securities regulatory authority; (ii) the executive engaged in gross negligence, intentional misconduct or fraud that caused, or partially caused, the need for a restatement; or (iii) the incentive compensation would have been lower had the financial results been properly reported. Our Clawback Policy is available on the Company’s website at www.uraniumenergy.com.   Anti-Hedging and Anti-Pledging Policy   We adopted an Anti-Hedging and Anti-Pledging Policy (the “Anti-Hedging and Anti-Pledging Policy”). The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company; or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan. Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence. Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website at www.uraniumenergy.com.   256 Table of Contents   Stock Ownership Guidelines   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 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 appointment to their role. 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 Stock Ownership Total Value of Stock Owned (*) Stock Ownership Requirement Meets Stock Ownership Requirement Amir Adnani President and Chief Executive Officer 3,555,101 $14,327,057 $1,434,000 Yes Pat Obara Secretary, Treasurer and Chief Financial Officer 664,277 $2,677,036 CA$189,000 Yes Scott Melbye Executive Vice President 752,781 $3,033,707 $262,500 Yes   Note : (*) 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   As required by Section 14A of the Exchange Act, at our 2022 annual meeting of stockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation. This was our most recent stockholder advisory vote to approve named executive officer compensation. The proposal was approved by our stockholders, receiving approximately 96% of the vote of the stockholders present in person or represented by proxy and voting at the meeting. We considered this vote to be a ratification of our current executive compensation policies and decisions and, therefore, did not make any significant changes to our executive compensation policies and decisions based on the vote.   Compensation Committee Interlocks and Insider Participation   No person who served as a member of our Compensation Committee during Fiscal 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 2022, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served: (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director of our Company.   Compensation Committee Report   The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report. This report is provided by our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee:   257 Table of Contents   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, 2022, 2021 and 2020 (each a “Named Executive Officer”):   Name and Principal Position Year   Salary (1)     Bonus (2)     Stock Awards (3)     Option Awards (4)     Non-Equity Incentive Plan Compensation (5)     Non-Qualified Deferred Compensation Earnings     All Other Compensation     Total   Amir Adnani 2022   $ 449,167     $ 22,000     $ 964,705 (6)   $ -     $ 880,000     $ -     $ -     $ 2,315,872   President and Chief Executive Officer 2021     440,000       300,000       895,553 (7)     -       -       -       -       1,635,553     2020     341,496       -       728,000 (8)     419,169       -       -       -       1,488,665                                                                       Pat Obara (11) 2022     156,877       7,087       201,820 (6)     -       150,011       -       -       515,795   Secretary, Treasurer 2021     141,309       50,000       255,292 (7)     -       -       -       -       446,601   and Chief Financial Officer 2020     87,767       -       228,766 (9)     160,175       -       -       -       476,708                                                                       Scott Melbye 2022     263,862       12,500       264,893 (6)     -       150,000       -       -       691,255   Executive Vice President 2021     250,000       50,000       255,292 (7)     -       -       -       -       555,292     2020     176,669       -       185,434 (10)     149,859       -       -       -       511,962     Notes : (1) 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: to Mr. Adnani: $71,507; to Mr. Obara: CA$25,112; and to Mr. Melbye: $27,944. (2) For Fiscal 2022, these amounts represent discretionary bonuses paid in the fiscal year. (3) 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 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. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%. For Fiscal 2021, the grant date fair value of each RSU is $2.15 per share based on the most recent closing price of our common stock as of the grant date of July 21, 2021, and the grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. For Fiscal 2020, the grant date fair value of each RSU is $0.91 per share based on the most recent closing price of our common stock as of the grant date of July 16, 2020. (4) For Fiscal 2020, these amounts represent the aggregate grant date fair value of stock options and PSOs which was estimated using the Black-Scholes option pricing model.   The following assumptions were used to value the stock options granted on July 16, 2020: exercise price: $0.91; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $0.456. The following assumptions were used to value the PSOs granted on July 16, 2020: exercise price: $1.10; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $0.413. (5) These amounts represent cash awards under our STIP. These awards were paid in August 2022 after our year-end results were evaluated. (6) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 29, 2022. (7) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 21, 2021. (8) This amount represents the grant date fair value of the RSUs granted to Mr. Adnani on July 16, 2020. (9) These amounts include: (i) $14,916 for stock awards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $213,850 for RSUs granted to Mr. Obara on July 16, 2020. (10) These amounts include: (i) $30,734 for stock awards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $154,700 for RSUs granted to Mr. Melbye on July 16, 2020. (11) The Company pays Mr. Obara in Canadian currency. For the purpose of reporting the base compensation paid to Mr. Obara, the compensation was converted from Canadian currency to U.S. currency at the Bank of Canada rate for the years ended July 31 st .   258 Table of Contents   Grants of Plan Based Awards   We granted awards to the Named Executive Officers in Fiscal 2022, as follows:           Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of     Grant Date Fair Value of Stock and   Name Award Type (1) Grant Date   Threshold ($)     Target ($)     Maximum ($)     Threshold     Target     Maximum     Stock or Units     Option Awards ($)   Amir Adnani STIP August 1, 2021     110,000       220,000       880,000       -       -       -       -       -   President and Chief Executive Officer RSU July 29, 2022     -       -       -       -       -       -       144,121       573,602 (3)      PRSU July 29, 2022     -       -       -       40,712       81,424       162,484       -       391,104 (4)   Pat Obara STIP August 1, 2021     28,511       57,022       182,473       -       -       -       -       -   Secretary, Treasurer and RSU July 29, 2022     -       -       -       -       -       -       30,151       120,001 (3)   Chief Financial Officer PRSU July 29, 2022     -       -       -       8,517       17,034       34,068       -       81,819 (4)   Scott Melbye STIP August 1, 2021     39,063       78,125       250,000       -       -       -       -       -   Executive Vice President RSU July 29, 2022     -       -       -       -       -       -       39,573       157,501 (3)     PRSU July 29, 2022     -       -       -       11,179       22,358       44,716       -       107,392 (4)     Notes : (1) STIP – refers to awards under the Short-Term 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. (2) These figures represent possible payouts pursuant to the STIP for Fiscal 2022. (3) 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. (4) The grant date fair value of each PRSU is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%.   259 Table of Contents   Outstanding Equity Awards   The following table sets forth information as at July 31, 2022, relating to equity awards that have been granted to the Named Executive Officers:           Option Awards   Stock Awards   Name   Award Type (1) Grant Date   Number of Securities Underlying Unexercised Options Exercisable (#)     Number of Securities Underlying Unexercised Options Unexercisable (#)     Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)     Market Value of Shares or Units of Stock That Have Not Vested ($) (3)     Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (4)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (5)   Amir Adnani Option August 22, 2017     165,000       -       1.28   August 22, 2022     -       -       -       -   President and Option July 25, 2018     400,000       -       1.53   July 25, 2023     -       -       -       -   Chief Executive Option July 30, 2019     550,000       -       0.9421   July 30, 2029     -       -       -       -   Officer Option July 16, 2020     150,000       -       0.91   July 16, 2030     -       -       -       -     PSO July 16, 2020     566,666       283,334       1.10   July 16, 2030     -       -       -       -     RSU July 16, 2020     -       -       -         133,333       559,999       -       -     RSU July 21, 2021     -       -       -         156,977       659,303       -       -     RSU July 29, 2022     -       -       -         144,121       605,308       -       -     PRSU July 21, 2021     -       -       -         -       -       156,977       389,303     PRSU July 29, 2022     -       -       -         -       -       81,424       391,104                                                                   Pat Obara Option August 22, 2017     80,000       -       1.28   August 22, 2022     -       -       -       -   Secretary, Option July 25, 2018     100,000       -       1.53   July 25, 2023     -       -       -       -   Treasurer and Option July 30, 2019     200,000       -       0.9421   July 30, 2029     -       -       -       -   Chief Financial Option July 16, 2020     125,000       -       0.91   July 16, 2030     -       -       -       -   Officer PSO July 16, 2020     166,666       83,334       1.10   July 16, 2030     -       -       -       -     RSU July 16, 2020     -       -       -         39,166       164,497       -       -     RSU July 21, 2021     -       -       -         44,749       187,946       -       -     RSU July 29, 2022     -       -       -         30,151       126,634       -       -     PRSU July 21, 2021     -       -       -         -       -       44,749       110,978     PRSU July 29, 2022     -       -       -         -       -       17,034       81,819                                                                   Scott Melbye Option July 25, 2018     75,000       -       1.53   July 25, 2023     -       -       -       -   Executive Option July 30, 2019     125,000       -       0.9421   July 30, 2029     -       -       -       -   Vice President Option July 16, 2020     125,000       -       0.91   July 16, 2030     -       -       -       -     PSO July 16, 2020     150,000       75,000       1.10   July 16, 2030     -       -       -       -     RSU July 16, 2020     -       -       -         56,666       237,997       -       -     RSU July 21, 2021     -       -       -         67,123       281,917       -       -     RSU July 29, 2022     -       -       -         39,573       166,207       -       -     PRSU July 21, 2021     -       -       -         -       -       44,749       110,978     PRSU July 29, 2022     -       -       -         -       -       22,358       107,392     260 Table of Contents   Notes : (1) Option – refers to stock options granted under our Stock Incentive Plan.   PSO – refers to performance stock options granted under our Stock Incentive Plan.   RSU – refers to restricted stock units granted under our Stock Incentive Plan.   PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan. (2) RSUs granted on July 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. (3) 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. (4) Represents unearned shares under target PRSUs granted on July 21, 2021 and on July 29, 2022. 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. (5) The grant date fair value of each PRSU granted on July 21, 2021 is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. The grant date fair value of each PRSU granted on July 29, 2022 is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%.   261 Table of Contents   Option Exercises and Stock Vested   The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2022:       Option Awards     Stock Awards   Name   Number of Shares Acquired on Exercise     Value Realized on Exercise (1) ($)     Number of Shares Acquired on Vesting     Value Realized on Vesting (2) ($)   Amir Adnani, President and Chief Executive Officer     -       -       822,496       3,288,090   Pat Obara, Secretary, Treasurer and Chief Financial Officer     -       -       265,098       1,065,017   Scott Melbye, Executive Vice President     65,000       139,100       142,308       558,292     Notes : (1) 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.   (2) 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   The Company does not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.   No Nonqualified Deferred Compensation   The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.   262     Director Compensation   Our directors receive an annual retainer consisting of cash and equity compensation for their annual service. The value and form of equity awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to directors of other companies in the industry. In Fiscal 2022 RSUs, stock options and cash bonuses were awarded to the directors. The stock options vest over 24 months. The RSUs vest over 36 months.   The following table sets forth information relating to compensation paid to our directors for Fiscal 2022:   Name (1)   Fees Earned Or Paid In Cash     Stock Awards (2)     Option Awards (3)     Non-Equity Incentive Plan Compensation     Non-Qualified Deferred Compensation Earnings     All Other Compensation (4)     Total   Spencer Abraham   $ 153,125     $ 97,498     $ 97,544     $ -     $ -     $ 52,500     $ 400,667   David Kong     24,129       55,000       55,024       -       -       13,681       147,834   Vincent Della Volpe     30,625       45,002       45,020       -       -       11,500       132,147   Ganpat Mani     25,521       47,501       47,520       -       -       1,250       121,792   Gloria Ballesta     24,129       50,001       50,021       -       -       11,181       135,332     Notes : (1) Information for Mr. Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report. (2) These amounts 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. (3) These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on July 29, 2022: exercise price: $3.98; expected risk free interest rate: 2.682%; expected annual volatility: 78.946%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.58. (4) 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: Spencer Abraham: 69,920 stock options; Amir Adnani: 2,115,000 stock options including PSOs; David Kong: 230,776 stock options; Vincent Della Volpe: 227,735 stock options; Ganpat Mani: 261,735 stock options; and Gloria Ballesta: 294,735 stock options.   Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2, 2017. Mr. Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017, and as Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is retained according to an appointment letter with our Company and, prior to May 31, 2021, was to be compensated at a rate of $10,833 per month, paid in monthly installments, and $20,000 per year, paid in quarterly installments, for his services as a director of the Company. Effective 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, 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. Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services to the Company. Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company. Mr. Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”.   263 Table of Contents   In Fiscal 2022 David Kong, Vincent Della Volpe, Ganpat Mani and Gloria Ballesta served as independent directors of the Company. Mr. Kong serves as the Company’s lead independent director and as Chairperson of the Company’s Audit Committee. Mr. 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: David Kong: CA$30,000 per year; Vincent Della Volpe: $30,000 per year; Ganpat Mani: $25,000 per year; and Gloria Ballesta: CA$30,000 per year.   Effective from March 1, 2022, the annual retainer fees paid to our independent directors were increased as follows: David Kong: CA$31,500 per year; Vincent Della Volpe: $31,500 per year; Ganpat Mani: $26,250 per year; and Gloria Ballesta: CA$31,500 per year.   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.   Pay Ratio   As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”; and the “CEO Pay Ratio”). For Fiscal 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; and   ● 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.   We believe our CEO Pay Ratio for Fiscal 2022 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance. The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 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. 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.   264 Table of Contents   To identify the median of the annual total compensation of all our employees, we took the following steps:     ● we selected July 31, 2022 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations;   ● we determined that, as of July 31, 2022, our employee population consisted of approximately 63 individuals working for us and our consolidated subsidiaries, with approximately 60% of these individuals located in the United States, 21% in Canada and 19% in Paraguay. This population consisted of our full-time employees. We do not have part-time, temporary and seasonal employees;   ● to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2022 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2022. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year;   ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2022;   ● no adjustments were made for cost-of-living differences;   ● an average exchange rate for the U.S. dollar for Fiscal 2022 was applied to compensation reported in a foreign currency; and   ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list.   Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 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. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.   Executive Services Agreements   Adnani Executive Services Agreement   On July 23, 2009, our Board of Directors approved the entering into of an executive services agreement with Adnani Corp., Mr. Adnani’s services corporation, as amended by certain letter agreements, dated for reference effective as at July 1, 2010 and February 1, 2012, respectively, with a term expiring on July 23, 2012 (the “2009 Adnani Agreement”). The 2009 Adnani Agreement was subject to automatic renewal and remained in effect until June 30, 2013. On July 24, 2013, our Board of Directors approved the entering into of a further amended and restated executive services agreement with Adnani Corp. with an initial term commencing retroactively on July 1, 2013 and expiring on July 1, 2016, as amended by a letter agreement dated August 1, 2015 (collectively the “Adnani Agreement”).   The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp. provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Adnani Agreement: (i) through Adnani Corp., Mr. Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer; and (ii) we shall pay to Adnani Corp. a monthly fee of $34,000. In consultation with the Compensation Committee and Board of Directors, effective 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 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. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Adnani Corp. was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on May 31, 2021 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.   265 Table of Contents   If the Company elects to not renew the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”); (iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr. Adnani’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”); and (iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”).   If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension.   If Adnani Corp. elects to terminate the Adnani Agreement for good reason (as defined therein) and including, without limitation, a material diminution of Mr. Adnani’s duties, a failure of the Company to deliver a written agreement to be entered into with any successor, assignee or transferee of the Company to assume and agree to perform the Adnani Agreement, a failure of the Company to pay remuneration or any other breach by the Company of a material provision of the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to one and one-half times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. over a period of 12 months from the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension.   If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp. is not entitled to a termination package of any kind.   The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. or Mr. Adnani’s estate within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension.   266 Table of Contents   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. Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Melbye Agreement: (i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (ii) we shall pay to Mr. Melbye a monthly fee of $20,833. In consultation with the Compensation Committee and Board of Directors, effective 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 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. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr. Melbye was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. 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. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”); (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Melbye Agreement and the Company’s Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”); and (v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).   If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension.   If Mr. Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date.   267 Table of Contents   If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay.   The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case the Company shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.   Obara Consulting Services Agreement   On August 15, 2007, our Board of Directors approved the entering into of a consulting services agreement with Obara Builders Ltd. (“Obara Ltd.”), Mr. Obara’s services corporation, as amended by a letter agreement, dated for reference effective as at October 14, 2015 (collectively, the “Obara Agreement”). The Obara Agreement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Agreement no later than 90 days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Obara Agreement: (i) Mr. Obara provides various services to the Company which are in addition to his duties and responsibilities as our Secretary, Treasurer and Chief Financial Officer; and (ii) we shall pay to Mr. Obara a monthly fee of CA$13,750. In consultation with the Compensation Committee and Board of Directors, effective 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 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. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr. Obara was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on May 31, 2021 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. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Obara to the effective termination date (the “Obara Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Obara to the effective termination date (the “Obara Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Obara Agreement and the Company’s Stock Incentive Plan, the vested portion of all Mr. Obara’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date (the “Obara Options”); and (v) confirmation that all of Mr. Obara’s then benefits coverage would be covered until the effective termination date (the “Obara Benefits”).   The Obara Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Obara, in which case the Company shall be obligated to provide to Mr. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) Obara Outstanding Expense Reimbursements; (iii) the Obara Outstanding Vacation Pay; (iv) the Obara Options; and (v) the Obara Benefits.   Obara Ltd. was dissolved in Fiscal 2016 and, as a result the Obara Agreement was terminated. However, the Company’s and Mr. Obara’s ongoing obligations remain as contemplated and as set forth in the Obara Agreement.   268 Table of Contents   Director Services Agreement   Abraham Appointment Letter   On October 14, 2015, our Board of Directors approved the entering into of an appointment letter with Spencer Abraham dated for reference effective as at October 1, 2015 (the “Abraham Agreement”).   Pursuant to the Abraham Agreement: (i) Mr. Abraham was appointed as non-executive Chairman of our Board of Directors and shall provide duties to us commensurate with his position; (ii) we shall pay to Mr. Abraham a monthly fee of $10,833; and (iii) we shall pay to Mr. Abraham an annual fee of $20,000 in connection with his tenure as a director of our Company.   In consultation with the Compensation Committee and Board of Directors, effective on May 1, 2016: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $9,750, of which a portion was paid in shares of common stock in lieu of cash; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $18,000, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective on April 1, 2020, due to the COVID-19 pandemic: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis from its original and stated amount to $6,337.50; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $11,700. Effective on October 1, 2020 and again effective on May 31, 2021: (i) the monthly fee payable to Mr. Abraham was reinstated to the 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 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.   269     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2022, by:     ● each person who is known by us to beneficially own more than 5% of our shares of common stock; and   ● each executive officer, each director and all of our directors and executive officers as a group.   The number of shares beneficially owned and the related percentages are based on 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) Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership Directors and Executive Officers:     Amir Adnani 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 5,224,767  (2) 1.5% Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 571,667  (3) * David Kong 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 320,469  (4) * Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 499,198  (5) * Ganpat Mani 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 404,018  (6) * Gloria Ballesta 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 326,985  (7) * Pat Obara 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 1,255,943  (8) * Scott Melbye 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 1,227,781  (9) * All directors and executive officers as a group (8 persons) 9,830,828  (10) 2.8% Major Stockholders :     State Street Corporation 1 Lincoln Street Boston, MA, U.S.A., 02111 27,131,990  (11) 7.9% BlackRock, Inc. 55 East 52nd Street New York, NY, U.S.A., 10055 16,796,041  (12) 5.0%   270 Table of Contents   Notes :   * Less than one percent. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof. As of September 27, 2022, there were 345,766,062 shares of common stock of the Company issued and outstanding. (2) 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. (3) 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. (4) 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. (5) 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. (6) 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. (7) 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. (8) 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. (9) 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. (10) 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. (11) This information is based on a Schedule 13G filed with the SEC by State Street Corporation on January 10, 2022. (12) This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 3, 2022.   Changes in Control   We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control.   Item 13. Certain Relationships and Related Transactions, and Director Independence   Related Party Transactions   Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 2022, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.   271 Table of Contents   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; Corporate Governance and Nominating Committee; or Sustainability Committee. Blender is an award-winning design agency and a leader of investor marketing in North America. Blender works with over 500 private and publicly traded companies on all major stock exchanges including the NYSE, NASDAQ and TSX.   At July 31, 2022, amounts owed to Blender totaled $3,205 (July 31, 2021: $843).  These amounts are unsecured, non-interest bearing and due on demand.   Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to the Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers.  The Charter of the Audit Committee sets forth the Company’s written policy for the review of related party transactions.   Director Independence   The Board of Directors has determined that David Kong, Vincent Della Volpe, Ganpat Mani and Gloria Ballesta each qualify as independent directors under the listing standards of the NYSE American.   Item 14. Principal Accounting Fees and Services   PricewaterhouseCoopers LLP has served as our independent registered public accounting firm 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:       Year Ended July 31, 2022     Year Ended July 31, 2021   Audit Fees   $ 464,943     $ 270,347   Audit Related Fees     -       -   Tax Fees     138,787       33,521   Total   $ 603,730     $ 303,868     Audit Fees.   Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.   Audit-Related Fees.   Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above.   Tax Fees.   Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.   Pre-Approval of Services by the Independent Auditor   The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by the Company’s independent auditor. The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, for Fiscal 2022.   272 Table of Contents   PART IV   Item 15. Exhibits, Financial Statement Schedules   The following exhibits are filed with this Annual Report on Form 10-K:   Exhibit Number Description of Exhibit     2.1 Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated May 5, 2011, including the Concentric Disclosure Schedule pursuant thereto (15) 2.2 Amendment to Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated July 5, 2011.  (17) 2.3 Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S. à .r.l and Uranium Energy Corp., dated May 9, 2017 (43) 2.4 Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017 (44) 2.5 Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47) 2.6 Share Purchase Agreement between Uranium One Investments Inc. and Uranium Energy Corp., dated November 8, 2021 (60) 3.1 Articles of Incorporation, as amended (1) 3.1.1 Certificate of Amendment to Articles of Incorporation (2) 3.2 Bylaws, as amended (30) 4.1 Form of Indenture (27) 4.2 Form of Indenture (40) 4.3 Description of Registrant’s Securities † 10.1 Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc. (3) 10.2 Limited Liability Company Members’  Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.3 Limited Liability Company Operating Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.4 Consulting Services Agreement between Uranium Energy Corp. and Obara Builders Ltd. (4) 10.5 Agreement to Purchase Assets between the Uranium Energy Corp. and Melvin O. Stairs, Jr. (5) 10.6 Option and Joint Venture Letter Agreement between Uran Limited and the Company dated January 14, 2009 (6) 10.7 Variation Agreement between Uran Limited and the Company dated May 28, 2009 (7) 10.8 Mineral Property Option and Joint Venture Agreement between the Company and Strategic Resources Inc. (8) 10.9 Further Amended and Restated Executive Services Agreement with Amir Adnani Corp. dated July 23, 2009 (9) 10.10 Further Amended and Restated Executive Services Agreement with Harry L. Anthony dated July 23, 2009 (9) 10.11 2009 Stock Incentive Plan (10) 10.12 Uranium Mining Lease dated October 6, 2004 (11)   273 Table of Contents   10.13 Uranium Mining Lease dated August 24, 2005 (11) 10.14 Uranium Mining Lease dated August 24, 2005 (11) 10.15 Uranium Mining Lease dated October 6, 2004 (11) 10.16 Uranium Mining Lease dated December 19, 2005 (11) 10.17 Uranium Mining Lease dated April 9, 2007 (11) 10.18 Plant Site Surface Lease dated May 30, 2007 (30) 10.19 Uranium Mining Lease dated September 1, 2005 (30) 10.20 Uranium Mining Lease dated January 14, 2005 (30) 10.21 Uranium Mining Lease dated March 24, 2005 (30) 10.22 Uranium Mining Lease dated February 15, 2006 (30) 10.23 Uranium Mining Lease dated May 24, 2008 (30) 10.24 Uranium Mining Lease dated February 20, 2012 (30) 10.25 Uranium Mining Lease dated May 15, 2009 (30) 10.26 Uranium Mining Lease dated February 21, 2012 (30) 10.27 State Mining Lease dated July 6, 2011 (30) 10.28 Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated February 22, 2010 (12) 10.29 2009 Stock Incentive Plan, as amended on May 25, 2010 (13) 10.30 Executive Employment Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated January 5, 2011 (14) 10.31 Share Exchange Agreement among Transandes Resources, Inc., Piedra Rica Mining S.A., UEC Paraguay Corp., and Uranium Energy Corp. dated May 11, 2011, including schedules attached thereto (16) 10.32 Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated October 25, 2011 (18) 10.33 Property Acquisition Agreement between Cooper Minerals, Inc. and Uranium Energy Corp. dated November 7, 2011 (19) 10.34 Amendment No. 1 to Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated February 28, 2012 (20) 10.35 Credit Agreement dated as of July 30, 2013 (21) 10.36 Form of Indemnification Agreement (22) 10.37 Engagement Letter, dated as of October 17, 2013, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (23) 10.38 Form of Securities Purchase Agreement, dated as of October 17, 2013 (23) 10.39 Form of Warrant Certificate related to Securities Purchase Agreement dated as of October 17, 2013 (23) 10.40 Form of Warrant Certificate with respect to 2,600,000 warrants issued by Uranium Energy Corp. pursuant to Credit Agreement dated July 30, 2013 (24) 10.41 2013 Stock Incentive Plan (25) 10.42 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013 (26)   274 Table of Contents   10.43 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated July 24, 2013 (26) 10.44 Restated and Amended Executive Consulting Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated July 24, 2013 (26) 10.45 Controlled Equity Offering SM  Sales Agreement, dated December 31, 2013, between Uranium Energy Corp. and Cantor Fitzgerald & Co. (28) 10.46 Amended and Restated Credit Agreement dated March 13, 2014 (29) 10.47 2014 Stock Incentive Plan (31) 10.48 Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014 (32) 10.49 2015 Stock Incentive Plan (33) 10.50 Engagement Letter, dated as of June 22, 2015, by and between Uranium Energy Corp. and H.C. Wainwright & Co., LLC and amendment thereto dated June 23, 2015 (34) 10.51 Engagement Letter, dated as of June 24, 2015, among Uranium Energy Corp., Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation (34) 10.52 Form of Warrant (34) 10.53 Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp. and investors in the offering (34)   10.54 Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated August 13, 2015 (35) 10.55 Appointment Letter dated October 1, 2015 with Spencer Abraham † 10.56 Second Amended and Restated Credit Agreement dated February 9, 2016 (36) 10.57 Share Purchase and Option Agreement between CIC Resources Inc. and Uranium Energy Corp. dated March 4, 2016 (37) 10.58 Placement Agency Agreement, dated March 9, 2016, by and between Uranium Energy Corp., Dundee Securities Ltd., Dundee Securities Inc. and H.C. Wainwright & Co., LLC (38) 10.59 Form of Warrant (38) 10.60 Form of Securities Purchase Agreement, dated March 6, 2016, by and between Uranium Energy Corp. and investors in the offering (38) 10.61 2016 Stock Incentive Plan (39) 10.62 Underwriting Agreement, dated January 17, 2017, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC and Haywood Securities Inc. (41) 10.63 Form of Warrant (41) 10.64 Amendment to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated March 3, 2017 (42) 10.65 Amendment No. 2 to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated June 29, 2017 (46) 10.66 Form of Warrant Certificate with respect to 11,308,728 warrants issued by Uranium Energy Corp. pursuant to the Share Purchase Agreement dated May 9, 2017, as amended on August 7, 2017 (45) 10.67 Royalty Purchase Agreement between Uranium Energy Corp. and Uranium Royalty Corp., dated August 20, 2018 (49) 10.68 2018 Stock Incentive Plan (48)   275 Table of Contents   10.69 Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP   (50) 10.70 Third Amended and Restated Credit Agreement dated December 5, 2018   (51) 10.71 Securities Exchange Agreement, dated March 14, 2019, as entered between the Company and each of Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust   (52) 10.72 At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited   (53) 10.73 2019 Stock Incentive Plan (54) 10.74 Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited   (55) 10.75 Underwriting Agreement, dated as of September 21, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC   (56) 10.76 Form of Warrant   (56) 10.77 Engagement Agreement, dated as of March 16, 2022, as amended on March 18, 2022, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities (USA) LLC and Roth Capital Partners, LLC (57) 10.78 Form of Securities Purchase Agreement, dated as of March 17, 2022, by and between Uranium Energy Corp. and the investors in the offering (57) 10.79 Engagement Agreement, dated as of April 5, 2022, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (58) 10.80 Form of Securities Purchase Agreement, dated as of April 5, 2022, by and between Uranium Energy Corp. and the investors in the offering. (58) 10.81 At The Market Offering Agreement, dated May 14, 2022 by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp. (59) 10.82 Settlement Agreement between Anfield Energy Inc. and Uranium Energy Corp., dated April 19, 2022 (63) 10.83 Property Swap Agreement between Anfield Energy Inc., ARH Wyoming Corp., Highbury Resources Inc. and Uranium Energy Corp., dated April 19, 2022 (63) 10.84 Arrangement Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated June 13, 2022 (64) 10.85 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) 10.86 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated June 23, 2022 (65) 10.87 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated August 5, 2022 (66) 10.88 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated August 15, 2022 (67) 21.1 Subsidiaries of Uranium Energy Corp. † 23.1 Consent of Independent Auditors, PricewaterhouseCoopers LLP  * 23.2 Consent of Benjamin J. Schiffer * 23.3 Consent of Western Water Consultants, Inc. * 23.4 Consent of Douglas L. Beahm * 23.5 Consent of Clyde L. Yancey * 23.6 Consent of BRS, Inc. * 23.7 Consent of Victor Fernandez-Crosa * 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 * 96.1 Technical Report Summary Mineral Resource Report Reno Creek Project Campbell County, WY, effective date December 31, 2021 (61) 96.2 Technical Report Summary Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project, WY, USA, dated March 31, 2022 (62) 96.3 Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA, dated March 9, 2023 * 96.4 Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA, dated March 9, 2023 * 96.5 Amended S-K 1300 Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, dated March 9, 2023 * 96.6 Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 *     101.1NS Inline XBRL Instance Document     101.SCH Inline XBRL Taxonomy Extension Schema Document   276 Table of Contents   101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document     101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document     101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document     101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   Notes: * Filed herewith. † Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 29, 2022. (1) Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (2) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 9, 2006. (3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2007. (4) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 9, 2007. (5) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2007. (6) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 16, 2009. (7) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 2, 2009. (8) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 9, 2009. (9) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 27, 2009. (10) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 1, 2009. (11) Incorporated by reference to our Annual Report on Form 10-K/A filed with the SEC on April 21, 2010. (12) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2010. (13) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on February 7, 2011. (14) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 10, 2011. (15) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2011. (16) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2011. (17) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 11, 2011. (18) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 31, 2011. (19) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 8, 2011. (20) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 5, 2012. (21) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 5, 2013. (22) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 2, 2013. (23) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 23, 2013. (24) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on November 19, 2013. (25) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on November 21, 2013. (26) Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (27) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on December 27, 2013. (28) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 31, 2013. (29) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2014. (30) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2014. (31) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015. (32) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (33) Incorporated by reference to our Schedule 14A Definitive Proxy Statement filed with the SEC on June 19, 2015. (34) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 25, 2015. (35) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (36) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2016 (37) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (38) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (39) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 2, 2016. (40) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on January 5, 2017. (41) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2017. (42) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 9, 2017. (43) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 9, 2017. (44) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2017. (45) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on September 8, 2017. (46) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 16, 2017. (47) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2017. (48) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 15, 2018. (49) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on August 27, 2018. (50) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 1, 2018. (51) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 7, 2018. (52) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2019. (53) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 9, 2019. (54) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 12, 2019. (55) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2020. (56) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020. (57) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2021. (58) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2021. (59) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021. (60) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 9, 2021. (61) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 8, 2022. (62) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 5, 2022. (63) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 13, 2022. (64) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 17, 2022. (65) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 17, 2022. (66) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2022. (67) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 15, 2022.       277 Table of Contents   Item 16. Form 10-K Summary   None.   278 Table of Contents     URANIUM ENERGY CORP.   CONSOLIDATED FINANCIAL STATEMENTS   JULY 31, 2022         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     F-1     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 T: +1 604 806 7000, F: +1 604 806 7806   “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. F-2 Table of Contents     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’ findings. 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.     F-3 Table of Contents   URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS (Expressed in thousands of U.S. dollars)         Note(s)     July 31, 2022     July 31, 2021                             CURRENT ASSETS                         Cash and cash equivalents     3,8     $ 32,536     $ 44,313   Inventories     3,5       66,570       29,172   Prepaid expenses and deposits     3       2,871       1,434   Other current assets             214       126   TOTAL CURRENT ASSETS             102,191       75,045                             MINERAL RIGHTS AND PROPERTIES     3,6       181,948       63,784   PROPERTY, PLANT AND EQUIPMENT     3,7       20,234       7,358   RESTRICTED CASH     3,8       7,251       2,038   EQUITY-ACCOUNTED INVESTMENT     9       24,177       20,730   INVESTMENT IN EQUITY SECURITIES     4,17,21       14,834       -   OTHER NON-CURRENT ASSETS     3       3,612       586   TOTAL ASSETS           $ 354,247     $ 169,541                                                       CURRENT LIABILITIES                         Accounts payable and accrued liabilities     10     $ 8,162     $ 2,764   Other current liabilities     3,13       336       430   Current portion of long-term debt     11       -       10,075   TOTAL CURRENT LIABILITIES             8,498       13,269                             ASSET RETIREMENT OBLIGATIONS     3,12       17,276       3,939   OTHER NON-CURRENT LIABILITIES     3,13       1,028       337   DEFERRED TAX LIABILITIES             536       541   TOTAL LIABILITIES             27,338       18,086                             STOCKHOLDERS' EQUITY                         Capital stock                         Common stock $ 0.001 par value: 750,000,000 shares authorized, 289,638,307 shares issued and outstanding (July 31, 2021 - 236,796,866 )     14       289       237   Additional paid-in capital             613,179       441,990   Share issuance obligation             -       360   Accumulated deficit             ( 286,373 )     ( 291,625 ) Accumulated other comprehensive income             ( 186 )     493   TOTAL EQUITY             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.   F-4 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Expressed in thousands of U.S. dollars, except per share data)                 Year Ended July 31,       Note(s)     2022     2021     2020   SALES AND SERVICE REVENUE     16     $ 23,161     $ -     $ -   COST OF SALES AND SERVICES     16       ( 15,868 )     -       -   GROSS PROFIT             7,293       -       -                                     OPERATING COSTS                                 Mineral property expenditures     6       10,154       4,479       4,582   General and administrative     15       15,026       12,640       9,442   Acquisition-related costs     3       3,444       -       -   Depreciation, amortization and accretion     6,7,12       1,379       393       310   TOTAL OPERATING COSTS             30,003       17,512       14,334   LOSS FROM OPERATIONS             ( 22,710 )     ( 17,512 )     ( 14,334 )                                   OTHER INCOME (EXPENSES)                                 Interest expenses and finance costs             ( 1,519 )     ( 2,880 )     ( 3,462 ) Income from equity-accounted investment     9       4,126       5,205       2,968   Debt receivable recovery     4       18,342       -       -   Gain on settlement of debt receivable     4       1,780       -       -   Gain (loss) on disposition of assets     4       6,427       ( 2 )     2   Unrealized loss on equity securities     4,17,21       ( 1,898 )     -       -   Realized gain on equity securities             547       -       -   Other income             152       372       210   OTHER INCOME (EXPENSES)             27,957       2,695       ( 282 ) INCOME (LOSS) BEFORE INCOME TAXES             5,247       ( 14,817 )     ( 14,616 )                                   DEFERRED TAX BENEFIT             5       4       6   NET INCOME (LOSS) FOR THE YEAR             5,252       ( 14,813 )     ( 14,610 )                                   OTHER COMPREHENSIVE (LOSS) INCOME                                 Translation (loss) gain     9       ( 679 )     613       ( 133 ) TOTAL OTHER COMPREHENSIVE (LOSS) INCOME             ( 679 )     613       ( 133 ) TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR     $ 4,573     $ ( 14,200 )   $ ( 14,743 )                                   NET INCOME (LOSS) PER SHARE     18                           Basic           $ 0.02     $ ( 0.07 )   $ ( 0.08 ) Diluted           $ 0.02     $ ( 0.07 )   $ ( 0.08 )                                   WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,                           Basic             271,019,472       210,295,992       183,041,766   Diluted             280,102,073       210,295,992       183,041,766     The accompanying notes are an integral part of these consolidated financial statements.   F-5 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of U.S. dollars)               Year Ended July 31       Note(s)     2022     2021     2020   NET CASH PROVIDED BY (USED IN):                                                                   OPERATING ACTIVITIES                                 Net income (loss) for the year           $ 5,252     $ ( 14,813 )   $ ( 14,610 ) Adjustments to reconcile net loss to cash flows in operating activities                                 Stock-based compensation     15       4,681       5,471       3,493   Depreciation, amortization and accretion     6,7,12       1,379       393       310   Amortization of long-term debt discount     11       525       1,376       1,670   Income from equity-accounted investment     9       ( 4,126 )     ( 5,205 )     ( 2,968 ) Debt receivable recovery     4       ( 18,342 )     -       -   Gain on settlement of debt receivable     4       ( 1,780 )     -       -   (Gain) loss on disposition of assets     4       ( 6,427 )     2       ( 2 ) Unrealized loss on equity securities     4,17,21       1,898       -       -   Realized gain on equity security             ( 547 )     -       -   Gain on loan extinguishment             -       ( 286 )     -   Deferred tax benefits             ( 5 )     ( 4 )     ( 6 ) Changes in operating assets and liabilities                                 Inventories     5       ( 37,206 )     ( 28,961 )     -   Prepaid expenses and deposits             ( 1,398 )     ( 113 )     454   Other current assets             17       ( 6 )     146   Accounts payable and accrued liabilities             3,262       669       ( 1,281 ) Other liabilities             ( 170 )     7       ( 76 ) NET CASH USED IN OPERATING ACTIVITIES             ( 52,987 )     ( 41,470 )     ( 12,870 )                                   FINANCING ACTIVITIES                                 Proceeds from share issuances, net of issuance costs     14       168,014       95,436       -   Repayments of long-term debt     11       ( 10,000 )     ( 10,000 )     -   Repayments of other loans             ( 191 )     ( 145 )     -   Proceeds from government loans             -       -       307   Cash paid for withholding amounts on RSU and PRSU shares             ( 557 )     ( 833 )     -   NET CASH PROVIDED BY FINANCING ACTIVITIES             157,266       84,458       307                                     INVESTING ACTIVITIES                                 Net cash used in U1A Acquisition     3       ( 113,588 )     -       -   Investment in mineral rights and properties     6       ( 590 )     ( 80 )     ( 80 ) Purchase of property, plant and equipment             ( 620 )     ( 148 )     ( 84 ) Purchase of additional interest in equity-accounted investment             -       ( 3,397 )     -   Investment in term deposits             -       ( 10,000 )     -   Investment in equity securities     4,21       ( 15,215 )     -       -   Proceeds from redemption of term deposits             -       10,000       11,832   Proceeds from debt receivable recovery     4       9,171       -       -   Proceeds from sale of equity security             9,980       -       -   Proceeds from disposition of assets             19       -       3   NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES             ( 110,843 )     ( 3,625 )     11,671                                     NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH             ( 6,564 )     39,363       ( 892 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR             46,351       6,988       7,880   CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR     8     $ 39,787     $ 46,351     $ 6,988     The accompanying notes are an integral part of these consolidated financial statements.   F-6 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data)       Common Stock     Additional Paid-     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     in Capital     Obligation     Deficit     Income (Loss)     Equity   Balance, July 31, 2021     236,796,866     $ 237     $ 441,990     $ 360     $ ( 291,625 )   $ 493     $ 151,455   Common stock                                                         Issued as anniversary fees for credit facility     161,594       -       600       -       -       -       600   Issued under ATM offering, net of issuance costs     47,507,536       48       163,707       -       -       -       163,755   Issued upon vesting of RSUs and PRSUs     628,803       -       ( 2,188 )     ( 360 )     -       -       ( 2,548 ) Issued upon exercise of stock options     2,152,095       2       932       -       -       -       934   Issued upon exercise of warrants     1,771,869       2       3,323       -       -       -       3,325   Issued for acquisition of mineral properties     111,864       -       426       -       -       -       426   Stock-based compensation                                                         Common stock issued for consulting services     56,273       -       187       -       -       -       187   Common stock issued under Stock Incentive Plan     451,407       -       1,478       -       -       -       1,478   Amortization of stock-based compensation     -       -       2,724       -       -       -       2,724   Net income for the year     -       -       -       -       5,252       -       5,252   Other comprehensive loss     -       -       -       -       -       ( 679 )     ( 679 ) Balance, July 31, 2022     289,638,307     $ 289     $ 613,179     $ -     $ ( 286,373 )   $ ( 186 )   $ 326,909     The accompanying notes are an integral part of these consolidated financial statements.   F-7 Table of Contents   URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data)       Common Stock     Additional Paid-     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     in Capital       Obligation       Deficit       Income (Loss)        Equity     Balance, July 31, 2019     180,896,431     $ 181     $ 336,048     $ 187     $ ( 262,202 )   $ 13     $ 74,227   Common stock                                                         Issued as anniversary fees for credit facility     1,743,462       2       1,398       -       -       -       1,400   Issued (accrued) upon vesting of RSUs and PRSUs     105,844       -       ( 154 )     104       -       -       ( 50 ) Stock-based compensation                                                         Common stock issued for consulting services     380,933       -       351       -       -       -       351   Common stock issued under Stock Incentive Plan     1,509,200       2       1,308       ( 187 )     -       -       1,123   Amortization of stock-based compensation     -       -       2,085       -       -       -       2,085   Warrants                                                         Issued for consulting services     -       -       23       -       -       -       23   Net loss for the year     -       -       -       -       ( 14,610 )     -       ( 14,610 ) Other comprehensive loss     -       -       -       -       -       ( 133 )     ( 133 ) Balance, July 31, 2020     184,635,870       185       341,059       104       ( 276,812 )     ( 120 )     64,416   Common stock                                                         Issued under direct offerings, net of issuance costs     26,136,364       26       52,515       -       -       -       52,541   Issued under ATM offering, net of issuance costs     15,934,606       16       35,219       -       -       -       35,235   Issued as anniversary fees for credit facility     1,249,039       1       1,169       -       -       -       1,170   Issued (accrued) upon vesting of RSUs and PRSUs     536,361       1       ( 1,255 )     256       -       -       ( 998 ) Issued upon exercise of stock options     3,326,255       3       1,913       -       -       -       1,916   Issued upon exercise of warrants     3,692,865       4       3,585       -       -       -       3,589   Stock-based compensation                                                         Common stock issued for consulting services     312,302       -       953       -       -       -       953   Common stock issued under Stock Incentive Plan     973,204       1       1,593       -       -       -       1,594   Amortization of stock-based compensation     -       -       3,260       -       -       -       3,260   Warrants                                                         Issued in connection with ATM offering     -       -       1,518       -       -       -       1,518   Issued in connection with a direct offering as issuance costs     -       -       461       -       -       -       461   Net loss for the year     -       -       -       -       ( 14,813 )     -       ( 14,813 ) Other comprehensive income     -       -       -       -       -       613       613   Balance, July 31, 2021     236,796,866     $ 237     $ 441,990     $ 360     $ ( 291,625 )   $ 493     $ 151,455     The accompanying notes are an integral part of these consolidated financial statements.   F-8 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 1: NATURE OF OPERATIONS   Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and Paraguay.   As at July 31, 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.  Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial.    Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.     NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation and Principles of Consolidation   These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in 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 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. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.   F- 9 Table of Contents   URANIUM ENERGY CORP. 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.  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 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.   Foreign Currency Translation   The functional currency of our Company, including its subsidiaries, is the United States dollar. Our subsidiaries, UEC Resources Ltd., UEC Resources (SK) Ltd. and Cue Resources Ltd., maintain their accounting records in their local currency, the Canadian dollar. Piedra Rica Mining S.A., Transandes Paraguay S.A., Metalicos Y No Metalicos S.R.L. and Trier S.A. maintain their accounting records in their local currency, the Paraguayan Guarani. In accordance with ASC 830: Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period.   F- 10 Table of Contents   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   Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).   The three levels of the fair value hierarchy are described below:     ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;     ● Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and     ● Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).   The financial instruments, including cash and cash equivalents, 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   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 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 Investments   Investments in an entity in which our ownership is greater than 20% but less than 50%, or where other facts and circumstances indicate that we have the ability to exercise significant influence over the operating and financing policies of an entity, are accounted for using the equity method in accordance with ASC 323: Investments – Equity Method and Joint Ventures. Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition. We periodically evaluate whether declines in fair values of our equity investments below the carrying value are other-than-temporary and, if so, whether an impairment loss is required.   F- 11 Table of Contents   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   Other non-current assets include future expenditures that we have paid in advance but will not receive benefits within one year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets.   Mineral Rights   Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under S-K 1300, are established for that project.   Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. We have not established proven or probable reserves for any of our projects.   Databases   Expenditures relating to mineral property databases are capitalized upon acquisition while those developed internally are expensed as incurred. Mineral property databases are amortized using the straight-line method over a five -year period during which management believes these assets will contribute to our cash flows. Databases are included in Mineral Rights and Properties in our Consolidated Balance Sheets.   Property, Plant and Equipment   Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows:     ● Plant and processing facilities: 10 to 21 years;   ● Mining and logging equipment and vehicles: 5 to 10 years;   ● Computer equipment: 3 years;   ● Furniture and fixtures: 5 years; and   ● Buildings: 20 years.   Impairment of Long-Lived Assets   Long-lived assets including mineral rights and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases in uranium 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; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.   F- 12 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022   Income Taxes   We account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.   Restoration and Remediation Costs (Asset Retirement Obligations)   Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.   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 at inception. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.   Long-Term Debt   Long-Term Debt is carried at amortized cost. Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the Long-Term Debt.   Leases   We determine if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.   F- 13 Table of Contents   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. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.   The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses. Short-term leases, which have an initial term of 12 months or less, are not recorded in our Consolidated Balance Sheets.   We have leases arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes.   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 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.   Earnings (Loss) Per Common Share   Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company. 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.     NOTE 3: 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.   F- 14 Table of Contents   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         Cash   $ 125,593   Working capital adjustment (1)     2,902   Total consideration paid   $ 128,495             Assets acquired and liabilities assumed         Cash & cash equivalents (1)   $ 1,183   Prepaid expenses and deposits (1)     1,550   Other current assets (1)     73   Inventories (1)     192   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)     1,613   Total assets     142,063             Accounts payable and accrued liabilities (1)     96   Other liabilities (5)     765   Asset retirement obligations (6)     12,707   Total liabilities     13,568   Total net assets   $ 128,495     Notes: ( 1 ) 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. ( 2 ) 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). ( 3 ) The fair value of property, plant and equipment was determined using a replacement cost approach. ( 4 ) 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. ( 5 ) 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.   F- 15 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022   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,       2022     2021   Sales and service revenue   $ 23,298     $ 192   Net income (loss) for the year     2,626       ( 21,945 )     NOTE 4: 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     2.93 % Annual Volatility     64.94 % Life in Years     4.94   Expected Annual Dividend Yield     0 %   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.   F- 16 Table of Contents   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.     NOTE 5: INVENTORIES   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   $ 232     $ 33   Uranium concentrates from production     178       178   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 in Pounds     Total Purchase Price   Fiscal 2023     1,721,000     $ 65,309   Fiscal 2024     895,000       38,913   Fiscal 2025     600,000       23,120   Fiscal 2026     100,000       3,620   Total     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.    F-17     URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE  6: MINERAL RIGHTS AND PROPERTIES   Mineral Rights   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. As at July 31, 2022, annual maintenance payments of approximately $ 4.2 million were required to maintain these mineral rights.   As at July 31, 2022, the carrying value of these mineral rights and properties was as follows:       July 31, 2022     July 31, 2021   Mineral Rights and Properties                 Palangana Mine   $ 6,028     $ 6,028   Goliad Project     8,689       8,689   Burke Hollow Project     1,496       1,496   Anderson Project     3,470       3,470   Workman Creek Project     1,000       900   Reno Creek Project     31,528       31,528   Christensen Ranch Mine     39,062       -   Ludeman Project     32,306       -   Antelope Project     29,855       -   Moore Ranch Project     4,972       -   Irigaray Project     1,362       -   Barge Project     3,136       -   Gas Hills Project     980       -   Nine Mile Project     954       -   Charlie Project     905       -   Diabase Project     982       547   Yuty Project     11,947       11,947   Oviedo Project     1,133       1,133   Alto Paraná Titanium Project     1,933       1,433   Other Properties     4,139       540         185,877       67,711   Accumulated Depletion     ( 3,930 )     ( 3,930 )       181,947       63,781                     Databases and Land Use Agreements     2,459       2,459   Accumulated Amortization     ( 2,458 )     ( 2,456 )       1       3       $ 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.   F- 18 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022   Mineral property expenditures incurred on our projects were as follows:       Year Ended July 31,       2022     2021     2020   Mineral Property Expenditures                         Palangana Mine   $ 1,060     $ 890     $ 1,343   Burke Hollow Project     3,647       1,446       1,130   Goliad Project     240       237       190   Anderson Project     108       79       71   Workman Creek Project     33       33       33   Reno Creek Project     821       672       597   Christensen Ranch Mine     1,257       -       -   Ludeman Project     219       -       -   Antelope Project     70       -       -   Moore Ranch Project     143       -       -   Barge Project     37       -       -   Yuty Project     86       31       66   Oviedo Project     619       372       350   Alto Paraná Titanium Project     574       199       230   Other Mineral Property Expenditures     1,240       520       572       $ 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. 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 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. 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. These agreements are subject to fixed royalty interests based on net proceeds from sales 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.   F- 19 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     ● Workman Creek Project, Arizona   We hold an undivided 100 % interest in contiguous mineral lode claims in the Workman Creek Project located in Gila County, Arizona. The Workman Creek Project is subject to a 3.0 % net smelter royalty requiring an annual advance royalty payment of $ 50 for 2016 and 2017, and $ 100 thereafter. We have an exclusive right and option to acquire 1.5 % of the net smelter royalty for $ 1,000 at any time until January 21, 2024. Additionally, certain individuals hold an option to acquire a 0.5 % net smelter royalty exercisable by paying the Company the sum of $ 333 at any time until January 21, 2024. 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.   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.   F- 20 Table of Contents   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   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: $ 547 ).   F- 21 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022   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 Paraná 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.      ● Yuty Project, Paraguay   The Yuty Project is a property under one exploitation concession and is subject to an overriding royalty of $ 0.21 per pound of uranium produced from the Yuty Project.     ● Oviedo Project, Paraguay   The Oviedo Project is a property under one exploration permit and is subject to a 1.5 % gross overriding royalty over which we have an exclusive right and option at any time to acquire 0.5 % for $ 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 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.     NOTE 7:           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:         July 31, 2022     July 31, 2021       Cost     Accumulated Depreciation     Net Book Value     Cost     Accumulated Depreciation     Net Book Value   Plant and Processing Facilities   $ 18,964     $ ( 1,306 )   $ 17,658     $ 6,643     $ ( 851 )   $ 5,792   Mining Equipment     2,777       ( 2,382 )     395       2,355       ( 2,313 )     42   Logging Equipment and Vehicles     2,666       ( 1,851 )     815       1,924       ( 1,775 )     149   Computer Equipment     360       ( 313 )     47       326       ( 284 )     42   Furniture and Fixtures     190       ( 177 )     13       185       ( 172 )     13   Buildings     298       ( 72 )     226       298       ( 58 )     240   Land     1,080       -       1,080       1,080       -       1,080       $ 26,335     $ ( 6,101 )   $ 20,234     $ 12,811     $ ( 5,453 )   $ 7,358     F-22 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 8: 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:       July 31, 2022     July 31, 2021   Balance, beginning of year   $ 2,038     $ 1,839   Restricted cash received from U1A Acquisition     13,755       -   (Release) addition of surety bond collateral     ( 8,550 )     199   Interest received     8       -   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     7,251       2,038       1,839   Total cash, cash equivalents and restricted cash   $ 39,787     $ 46,351     $ 6,988       NOTE 9: EQUITY-ACCOUNTED INVESTMENT   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.   F- 23 Table of Contents   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   $ 8,680   Share of loss from URC     ( 89 ) Gain on dilution of ownership interest     3,057   Translation loss     ( 133 ) Balance, July 31, 2020     11,515   Addition     3,397   Share of income from URC     732   Gain on dilution of ownership interest     4,473   Translation gain     613   Balance, July 31, 2021     20,730   Share of income from URC     153   Gain on dilution of ownership interest     3,973   Translation loss     ( 679 ) 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).     NOTE 10: 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     1,497       459   Accrued payroll liabilities     3,946       418   Liabilities assumed from prior acquisitions     700       586       $ 8,162     $ 2,764     F-24 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 11: LONG-TERM DEBT   As at July 31, 2022, our long-term debt consisted of the following:                   July 31, 2022     July 31, 2021   Balance, beginning of year   $ 10,075     $ 19,869   Amortization of discount and accrued fees     525       1,376   Payment of anniversary fees     ( 600 )     ( 1,170 ) Principal repayment     ( 10,000 )     ( 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.     NOTE 12: 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   Balance, beginning of year   $ 3,939     $ 3,735   Accretion     630       204   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:                         July 31, 2022   July 31, 2021   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.   F- 25 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022   The undiscounted amounts of estimated cash flows for the next five years and beyond are as follows:           Fiscal 2023   $ 214   Fiscal 2024     1,300   Fiscal 2025     1,472   Fiscal 2026     2,489   Fiscal 2027     2,509   Remaining balance     20,755       $ 28,739       NOTE 13: LEASE LIABILITIES   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 2022, Fiscal 2021 and Fiscal 2020, total lease expenses include the following components:             Year Ended July 31,       2022     2021     2022   Operating Leases   $ 274     $ 220     $ 230   Short-term Leases     1,401       607       445   Total Lease Expenses   $ 1,675     $ 827     $ 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 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:           Fiscal 2023   $ 291   Fiscal 2024     113   Fiscal 2025     104   Fiscal 2026     104   Fiscal 2027     69   Thereafter     975   Total lease payments     1,656   Less: imputed interest     ( 472 ) Present value of lease liabilities   $ 1,184             Current portion of lease liabilities   $ 244   Non-current portion of lease liabilities   $ 940     Current lease liabilities are included in Other Current Liabilities, and non-current liabilities are included in Other Non-Current Liabilities in our Consolidated Balance Sheets.   F-26 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 14: CAPITAL STOCK   Equity Financing   On September 23, 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $ 1.20 for gross proceeds of $ 15,000 . Each unit was comprised of one share of our Company and one -half of one share purchase warrant, and each whole warrant entitles its holder to acquire one share at an exercise price of $ 1.80 per share, exercisable immediately upon issuance and expiring 24 months from the date of issuance. In connection with the September 2020 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 583,333 shares of our Company exercisable at an exercise price of $ 1.80 per share and expiring 24 months from the date of issuance.   The shares were valued at the Company’s closing price of $ 0.96 per share on September 23, 2020. The share purchase warrants were valued at $ 0.23 per warrant using the Black-Scholes Valuation Model with the following assumptions.   Expected Risk Free Interest Rate     0.14 % Expected Annual Volatility     76.81 % Expected Contractual Life in Years     2.00   Expected Annual Dividend Yield     0.00 %   Net proceeds from the September 2020 Offering were allocated to the fair values of the shares and share purchase warrants as presented below:   Fair Value of Shares   $ 12,000   Fair Value of Share Purchase Warrants     1,446   Total Fair Value Before Allocation to Net Proceeds   $ 13,446             Gross Proceeds   $ 15,000   Share Issuance Costs - Cash     ( 878 ) Net Cash Proceeds Received   $ 14,122             Relative Fair Value Allocation to:         Shares   $ 12,603   Share Purchase Warrants     1,519       $ 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.   F- 27 Table of Contents   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 Valuation Model with the following assumptions.   Expected Risk Free Interest Rate     0.85 % Expected Annual Volatility     72.17 % Expected Contractual Life in Years     5.00   Expected Annual Dividend Yield     0.00 %   During Fiscal 2021, we issued 2,265,700 shares of the Company’s common 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   A continuity schedule of outstanding share purchase warrants as at July 31, 2022, and the changes during the periods, is as follows:       Number of Warrants     Weighted Average Exercise Price   Balance, July 31, 2019     19,443,910     $ 1.94   Issued     300,000       1.38   Expired     ( 12,021,929 )     1.87   Balance, July 31, 2020     7,721,981       2.03   Issued in connection with September 2020 Offering     6,833,333       1.80   Issued in connection with April 2021 Offering     181,818       4.13   Exercised     ( 8,240,505 )     1.99   Expired     ( 1,109,304 )     1.87   Balance, July 31, 2021     5,387,323       1.90   Exercised     ( 1,771,869 )     1.88   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:   Weighted Average Exercise Price     Number of Warrants Outstanding     Weighted Average Remaining Contractual Life (Years)   Expiry Date $ 1.80       3,408,636       0.15   September 23, 2022   1.64       25,000       0.80   May 21, 2023   4.13       181,818       3.68   April 5, 2026 $ 1.92       3,615,454       0.33       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.   F-28 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 15: STOCK-BASED COMPENSATION   Stock Options   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. In addition, during Fiscal 2020, we granted performance stock options (the “PSO”s) under the Stock Incentive Plan to certain of our directors and officers to purchase an aggregate of 1,325,000 shares of the Company. The PSOs are subject to a three -year vesting provision whereby one - third of the total PSOs become exercisable at the end of each of the first, second and third year after the date of grant.   The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions:       Year Ended July 31,       2022     2021     2020   Expected Risk Free Interest Rate     2.73 %     0.70 %     0.40 % Expected Volatility     78.75 %     72.57 %     60.48 % Expected Life in Years     4.96       5.00       4.93   Expected Dividend Yield     0 %     0 %     0 % 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:       Number of Stock Options     Weighted Average Exercise Price   Balance, July 31, 2019     15,738,350     $ 1.30   Granted     6,163,900       0.95   Cancelled/Forfeited     ( 179,344 )     1.02   Expired     ( 6,208,156 )     1.39   Balance, July 31, 2020     15,514,750       1.13   Granted     959,588       2.21   Exercised     ( 4,705,005 )     1.09   Expired     ( 1,365,000 )     1.48   Balance, July 31, 2021     10,404,333       1.21   Granted     1,279,692       3.80   Exercised     ( 2,728,498 )     1.17   Expired     ( 75,000 )     2.50   Balance, July 31, 2022     8,880,527     $ 1.58     F- 29 Table of Contents   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 sets forth the number of shares issued and cash received upon exercise of stock options:       Year Ended July 31,       2022     2021     2020   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   $ 934     $ 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:       Number of Unvested Stock Options     Weighted Average Grant-Date Fair Value   Balance, July 31, 2019     3,310,600     $ 0.59   Granted     6,163,900       0.45   Vested     ( 2,590,154 )     0.60   Cancelled/Forfeited     ( 86,875 )     0.43   Balance, July 31, 2020     6,797,471       0.46   Granted     959,588       1.30   Vested     ( 3,865,852 )     0.47   Balance, July 31, 2021     3,891,207       0.66   Granted     1,279,692       2.45   Vested     ( 2,984,745 )     0.59   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: $ 20,469 and unvested: $ 2,823 ). As at July 31, 2022, the unrecognized compensation cost related to unvested stock options was $ 3,196 expected to be recognized over 1.17 years.   A summary of stock options outstanding and exercisable as at July 31, 2022 is as follows:           Options Outstanding     Options Exercisable     Range of Exercise Prices   Outstanding at July 31, 2022     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)     Exercisable at July 31, 2022     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)   $0.80 to $ 0.99     3,968,499     $ 0.92       7.55       3,968,499     $ 0.92       7.55   $1.00 to $ 1.99     2,738,875       1.29       4.23       2,297,207       1.32       3.52   $2.00 to $ 2.99     903,461       2.22       8.95       416,167       2.22       8.94   $3.00 to $ 3.98     1,269,692       3.80       9.75       12,500       3.18       4.91             8,880,527     $ 1.58       6.98       6,694,373     $ 1.14       6.25     F- 30 Table of Contents   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:       Number of Restricted Stock Units     Weighted Average Grant Date Fair Value   Balance, July 31, 2019     465,000     $ 0.94   Granted     1,305,000       0.91   Vested     ( 155,000 )     0.94   Balance, July 31, 2020     1,615,000       0.92   Granted     407,617       2.15   Vested     ( 1,025,005 )     0.91   Balance, July 31, 2021     997,612       1.42   Granted     346,790       4.03   Vested     ( 508,368 )     1.25   Balance, July 31, 2022     836,034     $ 2.61     A summary of outstanding unvested RSUs as at July 31, 2022, is as follows:   Grant Date   Number of Restricted Stock Units     Grant Date Fair Value     Remaining Life (Years)     Aggregate Intrinsic Value   July 16, 2020     217,498     $ 0.91       0.96     $ 913   July 21, 2021     271,746       2.15       1.98       1,141   May 01, 2022     58,824       4.25       2.75       247   July 29, 2022     287,966       3.98       3.00       1,209         836,034     $ 2.61       2.12     $ 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,       2022     2021       2020   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.   F- 31 Table of Contents   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 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. The vested PRSUs will accrue annually and will not settle until the end of the Performance Period. Each vested PRSU converts into one common share of the Company at the end of the Performance Period with no cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSUs as an equity-settled plan.   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,       2022     2021   Expected Risk Free Interest Rate     2.80 %     0.39 % Expected Volatility     90.90 %     78.03 % Expected Dividend Yield     0 %     0 % Expected Life in Years     3       3   Correlation     76.89 %     66.02 % Grant Price   $ 3.98     $ 2.15   Grant Date Fair Value   $ 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.   F- 32 Table of Contents   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:       Number of Unvested PRSUs     Weighted Average Grant Date Fair Value   Balance, July 31, 2019     890,000     $ 1.15   Forfeited     ( 132,499 )     1.15   Balance, July 31, 2020     757,501       1.15   Granted     492,950       2.48   Balance, July 31, 2021     1,250,451       1.67   Granted     241,632       4.80   Vested     ( 757,501 )     1.15   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.   Stock-Based Compensation   A summary of stock-based compensation expense for Fiscal 2022, Fiscal 2021 and Fiscal 2020, is as follows:       Year Ended July 31,       2022     2021     2020   Stock-Based Compensation for Consultants                         Common stock issued to consultants   $ 770     $ 877     $ 540   Amortization of stock option expenses     220       288       240         990       1,165       780   Stock-Based Compensation for Management                         Common stock issued to management     -       135       225   Amortization of stock option expenses     471       774       645   Amortization of RSU and PRSU expenses     1,035       1,215       583         1,506       2,124       1,453   Stock-Based Compensation for Employees                         Common stock issued to employees     1,187       1,200       635   Amortization of stock option expenses     960       982       640   Amortization of RSU expenses     38       -       -         2,185       2,182       1,275                             Settlement of share issuance obligation     -       -       ( 15 )     $ 4,681     $ 5,471     $ 3,493       NOTE 16: 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.   F- 33 Table of Contents   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,       2022     2021     2020   Sales of purchased uranium inventory   $ 22,946     $ -     $ -   Revenue from toll processing services     215       -       -   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 %.     NOTE 17: 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     2.59 % Annual Volatility     64.76 % Expected Contractual Life in Years     4.78   Expected Annual Dividend Yield     0 %   Unrealized loss on equity securities for Fiscal 2022 consisted for the following:   Urealized loss from investment in Anfield shares   $ ( 1,925 ) Urealized loss from investment in Anfield warrants     ( 1,105 ) Urealized gain from investment in UEX shares     1,132   Total   $ ( 1,898 )     NOTE 18: 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,   Numerator   2022     2021     2020   Net Income (Loss) for the Year   $ 5,252     $ ( 14,813 )   $ ( 14,610 )                           Denominator                         Basic Weighted Average Number of Shares     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     280,102,073       210,295,992       183,041,766                             Net Income (Loss) Per Share - Basic   $ 0.02     $ ( 0.07 )   $ ( 0.08 ) Net Income (Loss) Per Share - Diluted   $ 0.02     $ ( 0.07 )   $ ( 0.08 )   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.   F-34 Table of Contents   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) JULY 31, 2022     NOTE 19: INCOME TAXES   As at July 31, 2022, we had U.S. 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 $ 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,       2022     2021     2020   Federal income tax provision rate     21.00 %     21.00 %     21.00 % State income tax provision rate, net of federal income tax effect     2.95 %     0.83 %     0.72 % Total income tax provision rate     23.95 %     21.83 %     21.72 %   The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to our loss before income taxes.   The components of these differences are as follows:       Year Ended July 31,       2022     2021     2020   Income (Loss) before income taxes   $ 5,247     $ ( 14,817 )   $ ( 14,616 ) Corporate tax rate     23.95 %     21.83 %     21.72 % Expected tax expense (recovery)     1,257       ( 3,235 )     ( 3,175 ) Increase (decrease) resulting from                         Foreign tax rate differences     158       77       86   Permanent differences     ( 326 )     ( 217 )     170   Prior year true-up     6       ( 270 )     118   Change in state tax rate     ( 460 )     ( 406 )     ( 553 ) Foreign exchange rate differences     ( 4 )     ( 56 )     17   Other     188       163       72   Change in valuation allowance     ( 824 )     3,940       3,233   Tax adjustment from operations     ( 5 )     ( 4 )     ( 32 )                           Unrealized loss, other comprehensive loss     -       -       26   Deferred tax benefits   $ ( 5 )   $ ( 4 )   $ ( 6 )   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.   F- 35 Table of Contents   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:       Year Ended July 31,       2022     2020     2019   United States   $ 6,054     $ ( 14,297 )   $ ( 13,962 ) Canada     268       94       54   Paraguay     ( 1,075 )     ( 614 )     ( 708 )     $ 5,247     $ ( 14,817 )   $ ( 14,616 )   The Company’s deferred tax assets (liabilities) are as follows:       July 31, 2022     July 31, 2021   Deferred tax assets (liabilities)                 Mineral properties   $ 1,401     $ 1,277   Exploration costs     1,875       6,547   Stock option expense     4,651       4,623   Depreciable property     1,078       ( 1,163 ) Inventories     ( 3,955 )     ( 3,608 ) Asset retirement obligations     2,924       107   Other     654       81   Section 163(j) interest expense carry forwards     2,040       1,061   Loss carry forwards     70,162       49,988         80,830       58,913   Valuation allowance     ( 80,454 )     ( 58,913 ) Deferred tax assets     -       -   Deferred tax assets, other comprehensive loss     -       -                     Deferred tax liabilities                 Mineral properties     ( 536 )     ( 541 ) Net deferred tax liabilities   $ ( 536 )   $ ( 541 )   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     2,035   July 31, 2025     2,398   July 31, 2026     8,461   July 31, 2027     6,807   Remaining balance     177,442       $ 199,030     For U.S. federal income tax purposes, a change in ownership under IRC Section 382 has occurred as a result of the Company’s acquisitions in prior years. When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation, which would be equal to the value of the acquired company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the change.   F- 36 Table of Contents   URANIUM ENERGY CORP. 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   $ 183   July 31, 2028     630   July 31, 2029     769   July 31, 2030     764   July 31, 2031     1,206   Remaining balance     980       $ 4,532       NOTE 20: SEGMENTED INFORMATION   We currently operate in a single reportable segment and we are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.   As at July 31, 2022, long-term assets located in the U.S. 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   Balance Sheet Items   United States     Canada     Paraguay     Total       Texas     Arizona     Wyoming     Other States                           Mineral Rights and Properties   $ 12,420     $ 4,727     $ 148,720     $ 85     $ 982     $ 15,014     $ 181,948   Property, Plant and Equipment     7,068       -       12,773       -       26       367       20,234   Restricted Cash     1,949       15       5,287       -       -       -       7,251   Equity-Accounted Investment     -       -       -       -       24,177       -       24,177   Investment in Equity Securities     -       -       -       -       14,834       -       14,834   Other Non-Current Assets     1,447       -       1,646       -       519       -       3,612   Total Long-Term Assets   $ 22,884     $ 4,742     $ 168,426     $ 85     $ 40,538     $ 15,381     $ 252,056         July 31, 2021   Balance Sheet Items   United States     Canada     Paraguay     Total       Texas     Arizona     Wyoming     Other States                           Mineral Rights and Properties   $ 12,421     $ 4,627     $ 31,528     $ 147     $ 547     $ 14,514     $ 63,784   Property, Plant and Equipment     6,646       -       313       -       34       365       7,358   Restricted Cash     1,949       15       74       -       -       -       2,038   Equity-Accounted Investment     -       -       -       -       20,730       -       20,730   Other Non-Current Assets     522       -       16       -       48       -       586   Total Long-Term Assets   $ 21,538     $ 4,642     $ 31,931     $ 147     $ 21,359     $ 14,879     $ 94,496     F- 37 Table of Contents   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. All intercompany transactions have been eliminated.       Year ended July 31, 2022   Statement of Operations   United States     Canada     Paraguay     Total       Texas     Arizona     Wyoming     Other States                           Sales and service revenue   $ -     $ -     $ 215     $ 22,946     $ -     $ -     $ 23,161   Cost of sales and services     -       -       ( 179 )     ( 15,689 )     -       -       ( 15,868 ) Gross profit     -       -       36       7,257       -       -       7,293                                                             Operating Costs:                                                         Mineral property expenditures     5,525       156       3,117       72       5       1,279       10,154   General and administrative     9,817       15       922       1       4,226       45       15,026   Acquisition-related costs     -       -       3,444       -       -       -       3,444   Depreciation, amortization and accretion     375       -       983       -       16       5       1,379   Total operating costs     15,717       171       8,466       73       4,247       1,329       30,003   Income (loss) from operations     ( 15,717 )     ( 171 )     ( 8,430 )     7,184       ( 4,247 )     ( 1,329 )     ( 22,710 )                                                           Other income (expenses)     ( 1,096 )     ( 19 )     6,074       -       22,994       4       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     Canada     Paraguay     Total       Texas     Arizona     Wyoming     Other States                           Operating Costs:                                                         Mineral property expenditures   $ 3,002     $ 125     $ 672     $ 69     $ 8     $ 603     $ 4,479   General and administrative     9,596       15       86       2       2,894       47       12,640   Depreciation, amortization and accretion     358       -       15       -       17       3       393   Total operating costs     12,956       140       773       71       2,919       653       17,512   Loss from operations     ( 12,956 )     ( 140 )     ( 773 )     ( 71 )     ( 2,919 )     ( 653 )     ( 17,512 )                                                           Other income (expenses)     ( 2,542 )     ( 19 )     ( 10 )     -       5,259       7       2,695   Loss before income taxes   $ ( 15,498 )   $ ( 159 )   $ ( 783 )   $ ( 71 )   $ 2,340     $ ( 646 )   $ ( 14,817 )       Year ended July 31, 2020   Statement of Operations   United States     Canada     Paraguay     Total       Texas     Arizona     Wyoming     Other States                           Operating Costs:                                                         Mineral property expenditures   $ 3,166     $ 104     $ 597     $ 70     $ -     $ 645     $ 4,582   General and administrative     6,983       14       112       2       2,272       59       9,442   Depreciation, amortization and accretion     274       -       15       1       12       8       310   Total operating costs     10,423       118       724       73       2,284       712       14,334   Loss from operations     ( 10,423 )     ( 118 )     ( 724 )     ( 73 )     ( 2,284 )     ( 712 )     ( 14,334 )                                                           Other income (expenses)     ( 3,418 )     ( 19 )     2       -       3,148       5       ( 282 ) Loss before income taxes   $ ( 13,841 )   $ ( 137 )   $ ( 722 )   $ ( 73 )   $ 864     $ ( 707 )   $ ( 14,616 )   NOTE 21: 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.   F-38 Table of Contents       SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.     URANIUM ENERGY CORP.             By: /s/ Amir Adnani       Amir Adnani President, Chief Executive Officer       (Principal Executive Officer) and Director       Date: April 3, 2023.     Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.     By: /s/ Amir Adnani       Amir Adnani       President, Chief Executive Officer (Principal       Executive Officer) and Director       Date: April 3, 2023.       By: /s/ Pat Obara       Pat Obara       Chief Financial Officer (Principal Financial Officer       and Principal Accounting Officer)       Date: April 3, 2023.          By: /s/ Spencer Abraham       Spencer Abraham       Chairman and Director       Date: April 3, 2023.          By: /s/ Vincent Della Volpe       Vincent Della Volpe       Director       Date: April 3, 2023.          By: /s/ David Kong       David Kong       Director       Date: April 3, 2023.          By: /s/ Ganpat Mani       Ganpat Mani       Director       Date: April 3, 2023.          By: /s/ Gloria Ballesta       Gloria Ballesta       Director       Date: April 3, 2023.     277