What changed in this filing

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Item 9A. Controls and Procedures

2023-09-29 compared with 2022-09-29 · 1017 added, 973 removed, 2332 unchanged (46% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting (“ICFR”) and disclosure controls and procedures (“DC&P”) (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

ICFR is a framework designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management has used the Internal Control –

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”) in order to assess the effectiveness of the Company’s ICFR.

Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our ICFR was effective.

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.

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s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate ICFR and DC&P as required by the Sarbanes-Oxley Act (“SOX”) Section 404(a).

Due to its inherent limitations, ICFR may not prevent or detect misstatements on a timely basis.

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

As at July 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in COSO.

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, 2023, 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, 2023, the Company’s internal control over financial reporting was effective.

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

Changes in Internal Controls

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

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

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

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

Adnani served as a director of Gold Royalty Corp., a publicly-listed gold royalty company, from November 2020 to March 2023.

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.

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

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

Kong has served as a director of Silvercorp Metals Inc., a public company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American, since November 2011, as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since October 2010, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022.

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

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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.

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.

Mani is a highly-experienced negotiator of contracts with major private and state-owned corporations in Asia, Europe and the U.S.

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.

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.

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. 

Mani holds an MBA from Rutgers University and a Bachelor of Technology Degree in Metallurgical Engineering from Loughborough University, United Kingdom.

Gloria Ballesta .

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

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

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

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

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

Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master’s degree in Marketing and Business Management from ESIC School of Business in Spain.

Trecia Canty .

Trecia Canty has served on our Board of Directors since March 2023.

Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada.

Since 2015, Ms.

Canty has served as the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc.

PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States.

Canty is graduate of Dartmouth College and received a Masters degree in Public Affairs from Princeton University’s School of International and Public Affairs and a Juris Doctor from Columbia University’s School of Law.

The following describes the business experience of each of the non-director executive officers of the Company:

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Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology.

Scott Melbye .

Melbye has served as our Executive Vice President since September 2014.

Scott Melbye . 

Scott Melbye has served as our Executive Vice President since September 2014.

Melbye is a 40-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations.

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

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

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

Previously, Mr.

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

Director Qualifications and Experience

The following summarizes the relevant experiences, qualifications, attributes and skills that our director nominees bring to the Board of Directors that are important to our business.

Mining Industry Experience

Directors who have experience serving on mining company boards, in senior leadership roles at mining companies and/or technical expertise in one or more of the following areas:

mine operations;

mine development;

project development;

and mergers and acquisitions;

bring an understanding of our business and oversight of strategy.

Senior Leadership Experience

Directors who have experience serving in senior leadership roles at large/complex organizations bring strong abilities to motivate others, to identify and develop leadership qualities in others, to achieve strategic priorities and to create long-term value.

Public Company Board Experience

Directors who have experience serving on other public company boards bring knowledge of the operation of the board and relationships between the board, the chief executive officer and other senior management, insights on key issues, agenda setting, risk oversight, corporate governance, executive compensation, operational and compliance-related matters.

International Business Experience

Directors who have experience serving on other company boards or in senior leadership roles at other companies that have international operations bring knowledge of diverse business, political, cultural and regulatory environments.

Capital Markets Experience

Directors who have experience relating to capital markets bring knowledge of investor expectations and perspectives related to capital raising, capital structure, financing transactions, dispositions, mergers, acquisitions and other strategic transactions.

Accounting and Financial Reporting Experience

Directors who have past professional experience in finance or accounting, requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities or experience serving on other public company audit committees, bring an understanding of financial oversight responsibilities required to oversee the Company’s financial reporting and internal control functions.

Corporate Governance, Safety, Health, Environment and Sustainability Experience

Directors who have experience relating to corporate governance, workplace safety, health, the environment and sustainability bring knowledge of leading practices to oversee strong performance.

Government, Regulatory and Public Policy Experience

Directors who have experience relating to government, regulatory or public policy matters bring knowledge helpful to operate in a complex regulatory environment.

The following identifies the relevant experiences, qualifications, attributes and skills possessed by our director nominees:

Spencer Abraham

Vincent Della Volpe

Gloria Ballesta

Mining Industry Experience

Senior Leadership Experience

Public Company Board Experience

International Business Experience

Capital Markets Experience

Accounting and Financial Reporting Experience

Corporate Governance, Safety, Health, Environment and Sustainability Experience

Government, Regulatory and Public Policy Experience

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.

All of our directors hold office until the next annual general meeting of the stockholders 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.

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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.

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

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

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Sustainability Committee

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

Our Sustainability Committee is comprised of David Kong, Gloria Ballesta and Trecia Canty.

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

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

Board Diversity Policy

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.

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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.

In Fiscal 2023, the Corporate Governance and Nominating Committee and the Board of Directors adopted a target to have 30% female directors by the end of the fiscal year.

The target has been achieved and female directors comprise 33% of the Board of Directors as of the date hereof.

As at the date of this Annual Report, the members of our Board of Directors identify as 50% racially diverse, 50% white, 17% asian, 17% hispanic, 17% black, 67% ethnically diverse and 33% female.

Our executive officers identify as 67% ethnically diverse and 0% female.

The Board of Directors believes that diversity will increase the effectiveness of the Board of Directors and the long-term performance of the Company.

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

Conflicts of Interest

To our knowledge, and other than as disclosed in this Annual Report, there are currently no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or any proposed director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

Compliance with Section 16(a) of the Exchange Act

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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 2023 within two business days as required by the SEC.

Board Leadership Structure and Role in Risk Oversight

Our leadership structure is comprised of a President and Chief Executive Officer, a Chairman and a lead independent director.

The role of our lead independent director includes:

(i) to preside at all executive sessions of the independent directors;

(ii) to have authority to call meetings of the independent directors;

(iii) to serve as the principal liaison and facilitator between the independent directors, the Chairman, the Chief Executive Officer and senior management;

(iv) to provide feedback from executive sessions of the independent directors to the Chairman, Chief Executive Officer and senior management;

(v) to be available for consultation and communication with major stockholders where appropriate, upon reasonable request;

and (vi) to perform such other functions as the Board of Directors may request.

Our Board of Directors takes an active role in risk oversight of the Company.

Our executive officers report any significant risks that come to their attention to our Board of Directors.

Our Audit Committee reviews significant financial risks and enterprise risks and reports them to our Board of Directors as well.

Executive Compensation

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review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including base compensation, bonus, incentive and equity compensation;

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

periodically review and make recommendations to the Board of Directors regarding the compensation of 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.

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

non-management director compensation review;

director compensation review;

review of compensation discussion and analysis in the Company’s proxy statement.

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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.

What We Do  ✓

What We Do NOT Do 

DO  align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to Company strategic objectives

NO  guaranteed cash incentives, equity compensation or salary increases for executives except in limited scenarios in connection with their hiring

DO  align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute TSR goals

NO  full single trigger acceleration of annual equity awards granted to executives

DO  cap payouts for annual incentive and LTIP awards

NO  acceleration of performance based equity awards without regard to performance goals, with any acceleration upon a qualifying termination of employment subject to proration as well as the attainment of performance goals measured through the date of the acceleration event

DO  maintain rigorous stock ownership guidelines (3x base compensation for the CEO and 1x base compensation for other executive officers)

NO  executive retirement plans for any of our executives

DO  maintain a clawback policy with respect to cash and equity incentive compensation

NO  compensation or incentives that encourage unnecessary or excessive risk taking

DO  conduct annual compensation review and approval of our compensation philosophy and strategy

NO  tax gross ups

DO  appoint a Compensation Committee comprised solely of independent directors

NO  pledging of any of our securities by directors, executive officers or other employees

DO  use an independent compensation consultant engaged by our Compensation Committee

NO  hedging or derivative transactions by directors, executive officers or other employees involving our securities

DO  have a majority of executive compensation at risk based on corporate performance

NO  perquisites for executives

In Fiscal 2023, with the recommendations put forth by GGA (the “GGA Recommendations”), the Compensation Committee maintained the following general principles in determining its executive and director total compensation plans.

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

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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.

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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;

compensation should be fair and reasonable to stockholders 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;

compensation should be transparent to the Board of Directors, executives and shareholders.

an appropriate portion of total compensation should be equity-based, aligning the interests of executives with stockholders;

compensation should be transparent to the Board of Directors, executives and stockholders.

Benchmarking Compensation and Peer Groups

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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 Peer remained relatively consistent with the prior year and included publicly traded uranium and precious metals mining and oil and gas companies, headquartered 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 removed from the Peer Group 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 Company’s market capitalization was positioned slightly 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.

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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.

As it relates to executive compensation as a result of the annual compensation review process, executive base compensation and target short-term incentive compensation levels are benchmarked generally below median levels of comparable roles and experience and the long-term incentive award is benchmarked at or above median to provide a stronger link of realizable compensation that is tied to longer-term shareholder value creation.

At the time of the Peer Group review, the Company was positioned at the 51 st percentile on a market capitalization basis, and at the 52 nd percentile on a total assets basis compared with the Peer Group.

In Fiscal 2023, the following companies were removed from or added to the Peer Group:

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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.

Coeur Mining, Inc.

IsoEnergy Ltd.

enCore Energy Corp.

NACCO Industries, Inc.

Filo Mining Corp.

PolyMet Mining Corp.

K92 Mining Inc.

Ur-Energy Inc.

Osisko Mining Inc.

Seabridge Gold Inc.

Torex Gold Resources Inc.

The adjustments made for the Peer Group were completed to address the Company’s operational and overall year over year total asset growth.

When examining peer alternatives, a balanced approach that examined shareholder and other uranium mining company peer groups was used to ensure that the Peer Group aligned within market norms.

In Fiscal 2023, the Peer Group was comprised of the following companies:

Centrus Energy Corp.

Global Atomic Corporation

Energy Fuels Inc.

NexGen Energy Ltd.

Coeur Mining, Inc.

Filo Mining Corp.

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.

Osisko Mining Inc.

Denison Mines Corp.

Gulfport Energy Corporation

Seabridge Gold Inc.

enCore Energy Corp.

K92 Mining Inc.

Torex Gold Resources Inc.

Compensation Elements and Rationale

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

Effective 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 2023 and thereafter.

Effective on August 1, 2023, the base compensation paid on an annual basis to our executive officers was increased to position pay competitively with the market and to reflect the Company’s growth and performance.

Principal Position

October 31, 2021

January 31, 2022

April 30, 2022

July 31, 2022

President and Chief Executive Officer

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

Executive Officer

Base Compensation

Fiscal 2023 Target Award

Performance Weighting

Executive Officer

President and Chief Executive Officer

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

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

Adnani achieved an award at 200% of target.

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

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

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

Adnani, Obara and Melbye achieved awards at 200%, 200% and 130% of target, respectively.

The following sets forth the scorecard for Fiscal 2023.

Performance Levels

Performance Metrics

Chief Executive Officer

Chief Financial Officer & Executive Vice President

Target Award)

(100% of Target Award)

(200% of Target Award)

Target Award)

S-K 1300 Reporting

One TRS report

Two TRS reports

Three TRS reports

Four TRS reports filed

Production Growth

Increase production capabilities through strategic acquisition

Roughrider plus one TRS report

Roughrider plus two

Six TRS reports filed

Accretive Acquisitions

Increase resources with accretive acquisitions

Acquisitions:

 Completed

Balance Sheet

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

Balance Sheet:

Exceeded $70 million

Pre-Production Program

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

Burke Hollow:

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

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

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

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

Four of four goals completed

Balance Sheet

Increase licensed capacity to four million pounds of U 3 O 8 annually at our Hobson Processing Facility (“Hobson Capacity”) and project milestones

Texas Production Growth

Increase Hobson Capacity to four million pounds

Increase Hobson Capacity plus define Production Area 2 at our Burke Hollow Project

Increase Hobson Capacity plus

define Production Area 2 at our Burke Hollow Project and commence development drilling at our Palangana Mine Production Area 4

Texas Production Growth:

De-risk and complete a plan for resumption of operations at Christensen including start-up plan preparation, wellfield preparation, plant and pump stations preparation, testing and mobilizing human resources to commence delineation and resource growth drilling

Complete a plan for resumption of operations at Christensen including mobilizing human resources to commence delineation and resource growth drilling

Complete drilling at Irigaray

Complete drilling at Irigaray Mine Unit 15 and Christensen Mine Unit 12 south

Conduct a climate risk assessment to prepare for disclosure aligned with recommendations of the Task Force on Climate-related Financial Disclosures

Measure GHG emissions at all Texas operations for Fiscal 2023

Measure GHG emissions at all Wyoming operations for Fiscal 2023

Measure GHG emissions at all Saskatchewan operations for Fiscal 2023

Two of four goals

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Four of four goals

Total Recordable Injury and Illness Incidence Rate

goals completed

Promote high performing safe environments with no recordable injuries

Total Recordable Injury and Illness Incidence Rate

Chief Executive Officer

Individual Performance

Rate below 4.8

Rate below 3.2

Rate below 1.6 and no fatalities

Chief Executive Officer:

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Individual Performance

Exceeded Expectations

Below Expectations

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Exceeded Expectations

Chief Financial Officer

Individual Performance

Exceeded Expectations

Chief Financial Officer:

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Individual Performance

Exceeded Expectations

Below Expectations

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Exceeded Expectations

Vice President  

Individual Performance

Exceeded Expectations

Executive Vice President:

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Individual Performance

Met Expectations

Below Expectations

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Exceeded Expectations

Met Expectations

Above Threshold

The following sets forth the STIP awards paid to our executive officers for Fiscal 2023.

Executive Officer

Base Compensation

Fiscal 2023 Target Award

Fiscal 2023 STIP Payout

% of Base Compensation

President and Chief Executive Officer

Pat Obara (2)

Secretary, Treasurer and

Chief Financial Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

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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.

Publication of a TRS report for the Roughrider Project plus one additional TRS report represented the target level of performance, publication of a TRS report for the Roughrider Project represented the threshold level of performance and publication of a TRS report for the Roughrider Project plus two additional 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.

As of July 31, 2023, the Company had completed and filed six TRS reports respecting each of our Texas ISR Hub and Spoke, updated Wyoming ISR Hub and Spoke, Shea Creek, Horseshoe-Raven, Workman Creek and Roughrider Projects on August 11, 2022, September 14, 2022, January 13, 2023, January 24, 2023, March 16, 2023 and May 2, 2023, respectively.

Accretive Acquisitions:

The Compensation Committee selected this metric based on the belief that the acquisition of additional accretive uranium deposits is aligned to the Company’s growth objectives.

This metric represented 30%, 22.5% and 19% 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 acquisitions of UEX and the Roughrider Project represented opportunities to acquire multiple assets located in Canada’s Athabasca Basin, a premier uranium mining jurisdiction.

The acquisitions build on our strategic objective to create the leading western supplier of secure and 100% unhedged uranium with near-term, fully permitted and low-cost U.S.

ISR production;

and a Canadian high-grade conventional pipeline.

Completion of the acquisitions 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.

The Company completed its acquisitions of UEX and the Roughrider Project on August 19, 2022 and October 14, 2022, respectively.

Balance Sheet:

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$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, 2023, the Company had liquid assets of $107 million.

Burke Hollow Pre-Production Program:

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

Texas Production Growth:

The Compensation Committee selected this metric based on the belief that increasing Hobson capacity (“Capacity”) and achieving project milestones will support additional production capacity and create stockholder value through higher production levels and lower production costs.

This metric represented 7.5%, 6% and 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.

Adnani, Obara and Melbye, respectively.

Our fully-licensed and 100%-owned Hobson Processing Facility forms the basis for our hub and spoke strategy in the State of Texas.

Increasing Hobson Capacity plus defining Production Area 2 at our Burke Hollow Project represented the target level of performance, increasing Hobson Capacity represented the threshold level of performance and increasing Hobson Capacity plus defining Production Area 2 at our Burke Hollow Project and commencing development drilling at our Palangana Mine Production Area 4 represented the breakthrough level of performance.

The result was breakthrough performance at 200%.

As of July 31, 2023, the Company had increased Hobson Capacity, defined Production Area 2 at our Burke Hollow Project and completed development drilling at our Palangana Mine Production Area 4.

Wyoming : The Compensation Committee selected this metric on the belief that de-risking and completing a plan for the resumption of operations at its Christensen Ranch Mine including start-up plan preparation, wellfield preparation, plant and pump stations preparation, testing and mobilizing human resources to commence delineation and resource growth drilling will advance the Company’s ability to resume uranium production at the central focus of our hub and spoke operations in the State of Wyoming.

This metric represented 7.5%, 6% and 5% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

Completing drilling at Irigaray Mine Unit 15 represented the target level of performance, completing a plan for the resumption of operations at Christensen including mobilizing human resources to commence delineation and resource growth drilling represented the threshold level of performance and completing drilling at Irigaray Mine Unit 15 and Christensen Mine Unit 12 south represented the breakthrough level of performance.

The result was breakthrough performance at 200%.

As of July 31, 2023, the Company had completed a plan for the resumption of operations at its Christensen Ranch Mine and completed drilling at Irigaray Mine Unit 15 and Christensen Mine Unit 12 south.

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.

(i) conduct a climate risk assessment to prepare for disclosure aligned with recommendations of the Task Force on Climate-related Financial Disclosures;

(ii) measure GHG emissions at all Texas operations for Fiscal 2023;

(iii) measure GHG emissions at all Wyoming operations for Fiscal 2023;

and (iv) measure GHG emissions at all Saskatchewan operations for Fiscal 2023.

This metric represented 7.5%, 6% and 5% of the STIP weighting for Messrs.

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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.

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

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.

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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.

An IIR below 3.2 represented the target level of performance, an IIR below 4.8 represented the threshold level of performance and an IIR below 1.6 and no work-related fatalities represented the breakthrough level of performance.

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.

The Company achieved an IIR of zero for Fiscal 2023, having no work-related fatalities, recordable injuries or illnesses among employees at our operations.

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.

For Fiscal 2023, this metric represented 20%, 40% and 50% of the STIP weighting for Messrs.

Adnani, Obara and Melbye, respectively.

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In Fiscal 2023 the following milestones were attained by the Company as a result of the success of the executives meeting their performance goals:

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

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

total number of permitted U.S.

ISR projects;

and processing infrastructure;

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

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

we launched our ESG program and achieved several key milestones;

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

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

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

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

Subsequent to Fiscal 2022:

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

we completed and filed TRS reports in accordance with S-K 1300 disclosing mineral resources for each of our Texas ISR Hub and Spoke, updated Wyoming ISR Hub and Spoke, Shea Creek, Horseshoe-Raven, Workman Creek and Roughrider Projects on August 11, 2022, September 14, 2022, January 13, 2023, January 24, 2023, March 16, 2023 and May 2, 2023, respectively;

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

we completed the acquisition of the Roughrider Project on October 14, 2022.

The acquisition of the Roughrider Project represented an opportunity to scale-up in the high-grade Eastern Athabasca Basin of Saskatchewan, Canada;

we generated revenue of $164.0 million from sales of 3,150,000 pounds of uranium, which included $17.85 million from sales of 300,000 pounds of U.S.

origin uranium concentrates to the U.S.

Department of Energy;

we published our inaugural sustainability report;

we expanded licensed capacity to four million pounds of U 3 O 8  annually at our Hobson Processing Facility, distinguishing the plant as having the largest licensed capacity in Texas and the second largest in the United States;

we defined Production Area 2 at our Burke Hollow Project in Texas;

we drilled 30 delineation holes at our Palangana Mine Production Area 4 in Texas;

we completed an initial phase of development and delineation drilling at our Irigaray and Christensen Ranch Projects in Wyoming;

we commenced a drilling campaign at our 82.77% owned Christie Lake Project in Saskatchewan, Canada, and drilled 19,778.9 meters.

Subsequent to Fiscal 2023:

we completed the acquisition of a portfolio of exploration-stage projects in the high-grade Eastern Athabasca Basin of Saskatchewan, Canada, located within close proximity to our Roughrider Project, on August 4, 2023, including the Milliken, 60% owned Henday and 50% owned Carswell Projects.

Long-Term Incentive (Equity)

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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.

In each of Fiscal 2021, 2022 and 2023 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.

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Positive over the

Measurement Period

Multiplier if

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Negative over the

Measurement Period

Grant date to end

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Global X Uranium ETF

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.

In each of Fiscal 2021, 2022 and 2023 long-term equity incentive plan awards were awarded to the executive officers in the form of RSUs, which vest over 36 months.

In Fiscal 2023 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 20% above the fair market value of the Company’s stock price at the time of grant and have a ten year term to expiry.

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

The PSOs were granted to provide an additional link to a longer-term performance period.

In Fiscal 2023 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group and determined that PRSUs, RSUs and PSOs were the most appropriate form of long-term equity incentive to grant in Fiscal 2023 due to market practice.

The long-term equity incentive plan awards awarded to our executive officers in Fiscal 2023 are more particularly described below in the “Grants of Plan Based Awards”

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

Non-Equity Incentive Plan

& Cash Bonus (1)

The following table summarizes the LTIP grant mix for our executive officers for Fiscal 2023:

Name and Principal Position

(STIP & LTIP)

Performance Vesting

(% of Granted Units)

Performance Vesting

(% of Granted Units)

President and Chief Executive Officer

Pat Obara 

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

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

Adnani, Obara and Melbye, respectively.

These amounts represent RSUs and PRSUs.

Other Non-Cash Compensation

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

Obara is retained according to a consulting services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”.

Obara is retained according to an employment 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.

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Stock Owned (*)

Ownership Requirement

President and Chief Executive Officer

1 unchanged sentence

Executive Vice President

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.

(*)         The total value of stock owned is based on the $4.35 average closing price of our common stock for the 57 days preceding September 27, 2023.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

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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, 2023, 2022 and 2021 (each a “Named Executive Officer”):

Name and Principal Position

Stock Awards (3)

Name and 

Principal Position

Option Awards (4)

Non-Equity Incentive Plan Compensation (5)

Non-Qualified Deferred Compensation Earnings

Non-Equity Incentive Plan

Compensation (5)

Non-Qualified Deferred

Compensation Earnings

All Other Compensation

President and Chief Executive Officer

President and 

Chief Executive Officer

 (6)  

 (7)  

 (8)  

Pat Obara (9)

Secretary, Treasurer

and Chief Financial Officer

Executive Vice President

Secretary, Treasurer and Chief Financial Officer

 (6)  

 (7)  

 (8)  

Executive V ice President

 (6)  

 (7)  

 (8)  

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.

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

For Fiscal 2022 and Fiscal 2021, these amounts represent the aggregate grant date fair value of RSUs and PRSUs.

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

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

These amounts represent the aggregate grant date fair value of RSUs and PRSUs.

For Fiscal 2023, the grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023, and the grant date fair value of each PRSU is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

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and correlation:

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

For Fiscal 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:

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

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

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

expected risk free interest rate:

expected annual volatility:

expected volatility:

expected dividend yield:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

and correlation:

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

The following assumptions were used to value the PSOs granted on July 31, 2023:

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These amounts represent cash awards under our STIP.

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

The payments for Fiscal 2023 and Fiscal 2022 were made after our year-end results were evaluated in August 2023 and August 2022, respectively.

This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 31, 2023.

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

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

Adnani on July 16, 2020.

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.

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.

The Company pays Mr.

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

For each of Fiscal 2023, 2022 and 2021, the Company paid Mr.

Obara in Canadian currency.

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Equity Incentive Plan Awards

All Other Stock

Grant Date Fair Value

Award Type (1)

Threshold ($)

President and 

Executive Officer

August 1, 2022

President and Chief Executive Officer

July 31, 2023

(3)   

July 31, 2023

August 1, 2021

July 31, 2023

Secretary, Treasurer and

Financial Officer

August 1, 2022

July 31, 2023

Chief Financial Officer

July 31, 2023

Executive Vice

August 1, 2022

Executive Vice President

July 31, 2023

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

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

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

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These figures represent possible payouts pursuant to the STIP for Fiscal 2023.

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

The following assumptions were used to value the PSOs granted on July 31, 2023:

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

The grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023.

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

The following assumptions were used to value the PRSUs granted:

The following assumptions were used to value the PRSUs granted on July 31, 2023:

expected risk free interest rate:

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and correlation:

Indirectly held by the Named Executive Officer.

Outstanding Equity Awards

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Option Awards

Underlying Unexercised

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Expiration

Units of Stock

That Have Not

Market Value of Shares or Units

of Stock That

Have Not Vested

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

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

Equity Incentive Plan Awards:

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

August 22, 2017

August 22, 2022

President and

July 30, 2019

July 30, 2029

Chief Executive

President and Chief Executive Officer

July 16, 2020

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July 29, 2022

August 22, 2017

August 22, 2022

July 31, 2023

July 30, 2019

Treasurer and

July 30, 2029

Secretary, Treasurer

and Chief Financial

July 16, 2020

Chief Financial

July 16, 2030

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July 31, 2023

July 21, 2021

July 29, 2022

July 31, 2023

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

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

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

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

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

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

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

RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

The value shown is based on the closing price of our common stock of $3.60 per share on July 31, 2023.

Represents unearned shares under target PRSUs granted on July 21, 2021, July 29, 2022 and July 31, 2023.

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

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

The PRSUs granted on July 31, 2023 cliff vest on July 31, 2026 depending on three-year relative TSR performance.

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

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and correlation:

The grant date fair value of each PRSU granted on July 31, 2023 is $3.347257 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 31, 2023:

expected risk free interest rate:

expected volatility:

expected dividend yield:

expected life in years:

and correlation:

Indirectly held by the Named Executive Officer.

Stock options granted on July 30, 2019 and July 16, 2020 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant.

PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023.

PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

Option Exercises and Stock Vested

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Option Awards

Number of Shares Acquired on

Value Realized on

Exercise (1) ($)

Number of Shares Acquired on

Value Realized on

Vesting (2) ($)

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

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

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

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

No Pension Benefits

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Director Compensation

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

Our non-executive 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.

In Fiscal 2023 RSUs and stock options were awarded to our non-executive directors.

The RSUs vest over 36 months.

The stock options vest over 24 months.

The following table sets forth information relating to compensation paid to our directors for Fiscal 2023:

Incentive Plan

Non-Qualified

All Other Compensation (4)

Fees Earned Or Paid In Cash

Option Awards (3)

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

Other Compensation

Spencer Abraham

Vincent Della Volpe

Ganpat Mani (4)

Gloria Ballesta

Trecia Canty (5)

Information for Mr.

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

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

These amounts represent the grant date fair value of RSUs.

The grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023.

RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

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and Black-Scholes value:

These amounts represent discretionary bonuses paid in the fiscal year.

Mani ceased serving as a director of the Company on July 20, 2023.

Canty was appointed as a director of the Company on March 17, 2023.

As at July 31, 2023, our directors held stock options to acquire an aggregate of 2,559,004 shares of our common stock as follows:

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210,954 stock options;

Gloria Ballesta:

217,954 stock options;

and Gloria Ballesta:

and Trecia Canty:

123,219 stock options.

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

Abraham is retained according to an appointment letter with our Company and, 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.

Abraham is retained according to an appointment letter with our Company.

In Fiscal 2023, Mr.

Abraham was compensated at a rate of $10,500 per month, paid in monthly installments, and $31,500 per year, paid in quarterly installments, for his services as a director of the Company.

Effective from August 1, 2023, the monthly fee payable to Mr.

Abraham was increased to $14,166.67 and the annual fee payable to Mr.

Abraham remains set at $31,500.

The compensation paid to Mr.

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

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

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

In Fiscal 2023 David Kong, Vincent Della Volpe, Ganpat Mani, Gloria Ballesta and Trecia Canty served as independent directors of the Company.

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

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

The Company’s independent directors are retained on a yearly basis for their services and are paid quarterly based on annual retainer fees.

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

CA$30,000 per year;

In Fiscal 2023 the annual retainer fees paid to our independent directors were as follows:

CAD$31,500 per year;

Vincent Della Volpe:

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$26,250 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:

CA$31,500 per year;

Vincent Della Volpe:

$31,500 per year;

Gloria Ballesta:

CAD$31,500 per year;

and Trecia Canty:

$31,500 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.

Canty was appointed as a director of the Company on March 17, 2023.

Mani did not stand for re-election at the Company’s 2023 annual meeting of stockholders.

The amounts listed above were all-inclusive retainer fees and there were no additional Committee and/or Chairperson fees or meeting attendance fees in Fiscal 2023.

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

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 equity compensation is determined by the Company’s Compensation Committee and ratified by the Board of Directors.

Effective from August 1, 2023, the annual retainer fees paid to our non-executive directors increased and additional annual retainer fees are paid for serving as Chairperson and/or member of each of the standing committees.

Effective from August 1, 2023, the annual retainer fees paid to our non-executive directors are as follows:

Board Position

Non-Executive Director

Audit Committee Chairperson

Committee Chairperson other than Audit (1)

Committee Members including the Chairperson (2)

Committee Chairperson retainers applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.

Committee Member retainers applicable to the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.

Each Committee Chairperson also receives the base Committee Member retainer.

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”;

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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.

On July 24, 2013, our Board of Directors approved the entering into of an 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”).

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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.

Effective on August 1, 2022 and again effective on August 1, 2023, respectively, the monthly fee payable to Adnani Corp.

was increased to $39,833 and $47,916.67, respectively.

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

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

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

Melbye was increased to $21,875.

Effective on March 1, 2022, and again effective on August 1, 2023, the monthly fee payable to Mr.

Melbye was increased to $21,875 and $24,166.67, respectively.

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

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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:

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 Employment Arrangement

In Fiscal 2016 we effected an employment arrangement with Mr.

Obara (the “Obara Employment Arrangement”).

The Obara Employment Arrangement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Employment Arrangement no later than 90 days prior to the end of the then current or renewal term.

Pursuant to the terms of the Obara Employment Arrangement:

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

(ii) we currently pay to Mr.

Obara a monthly employment salary of $16,666.67;

Obara is entitled to participate in the Company’s group benefits plan;

Obara is entitled to four weeks’

paid vacation per year of employment.

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

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(ii) any expense payment reimbursements which would then be due and owing by the Company to Mr.

Obara to the effective termination date (the “Obara Outstanding Expense Reimbursements”);

Obara to the effective termination date;

(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.

(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.

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.

(iv) subject to applicable provisions of the Obara Employment Agreement and the Company’s Stock Incentive Plan, the vested portion of all Mr.

and (v) confirmation that all of Mr.

Obara’s then benefits coverage would be covered until the effective termination date.

Director Services Agreement

Abraham Appointment Letter

Abraham Agreement

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:

Pursuant to the Abraham Agreement, 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.

In Fiscal 2023, Mr.

Abraham was compensated at a rate of $10,500 per month and an annual fee of $31,500 per year for his services as a director of our Company.

Effective on August 1, 2023, the monthly fee payable to Mr.

Abraham was increased to $14,166.67 and the annual fee payable to Mr.

Abraham remains set at $31,500.

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

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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.

The number of shares beneficially owned and the related percentages are based on 385,848,443 shares of common stock outstanding as of September 27, 2023.

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, 2023, 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.

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1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

5,224,767 

Vancouver, British Columbia, Canada, V6E 4A2

5,468,861 (2)

Spencer Abraham

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

571,667 

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

320,469 

Vancouver, British Columbia, Canada, V6E 4A2

Vincent Della Volpe

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

499,198 

500 North Shoreline Boulevard, Suite 800N

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

404,018 

Gloria Ballesta

1030 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

326,985 

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 2Y3

1,255,943 

Vancouver, British Columbia, Canada, V6E 4A2

1,312,755 (8)

500 North Shoreline Boulevard, Suite 800N

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

1,227,781 

1,369,373 (9)

All directors and executive officers as a group

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Major Stockholders :

State Street Corporation

1 Lincoln Street

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

27,131,990 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA, U.S.A., 19355

21,010,864 (11)

BlackRock, Inc.

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

16,796,041 

24,050,662 (12)

MMCAP International Inc.

MM Asset Management Inc.

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue

Camana Bay, P.O.

Grand Cayman, KY1-1108, Cayman Islands

19,720,259 (13)

Less than one percent.

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This figure represents (i) 270,095 shares of our common stock and (ii) stock options to purchase 181,905 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

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

This figure represents stock options to purchase 27,902 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 80,917 shares of our common stock and (ii) stock options to purchase 187,935 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

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This figure represents (i) 6,692,739 shares of our common stock and (ii) stock options to purchase 3,239,003 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

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

This information is based on a Schedule 13G filed with the SEC by The Vanguard Group on February 9, 2023.

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

on February 1, 2023.

This figure represents (i) 18,944,369 shares of our common stock and (ii) stock purchase warrants to purchase 775,890 shares of our common stock.

This information is based on a Schedule 13G filed with the SEC jointly by MMCAP International Inc.

SPC and MM Asset Management Inc.

on September 27, 2023, which both have shared voting and dispositive power over such shares.

MM Asset Management Inc.’s address is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario, Canada, M5J 2S1.

Changes in Control

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Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 2023, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related person had or will have a direct or indirect material interest.

During Fiscal 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. 

During Fiscal 2023 and Fiscal 2022, the Company incurred $86,485 and $9,171, respectively, in G&A costs paid 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’

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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:

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

As of July 31, 2023 the amount owing to Blender totaled $Nil (July 31, 2022:

The amount was 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. 

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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.

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

Principal Accounting Fees and Services

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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 delegated to the Chairperson 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 2023.

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Form of Indenture (40)

Description of Registrant’s Securities *

Description of Registrant’s Securities †

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated December 2, 2020  

(75)( ‡

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated September 7, 2021  

(75)( ‡

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

and Computershare Trust Company of Canada, dated May 5, 2023, to the Warrant Indenture dated December 2, 2020 (75)(‡)

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

and Computershare Trust Company of Canada, dated May 5, 2023, to the Warrant Indenture dated September 7, 2021 (75)(‡)

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

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and Amir Adnani Corp., dated August 13, 2015 (35)

Appointment Letter dated October 1, 2015 with Spencer Abraham *

Appointment Letter dated October 1, 2015 with Spencer Abraham †

Second Amended and Restated Credit Agreement dated February 9, 2016 (36)

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and UEX Corporation, dated August 15, 2022 (67)

Share Purchase and Sale Agreement between Rio Tinto Fer Et Titane Inc.

and Uranium Energy Corp., dated October 11, 2022.

Subsidiaries of Uranium Energy Corp.

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Consent of Victor Fernandez-Crosa *

Consent of Christopher J.

Consent of James N.

Consent of David A.

Consent of Nathan A.

Consent of Roger M.

Lemaitre 

Consent of Carl David Warren 

Consent of SRK Consulting (UK) Limited 

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

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

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

effective date July 1, 2022 (65)

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

effective date July 1, 2022 (66)

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

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

SK-1300 Technical Report Summary 2022 Technical Report on the Shea Creek Project, Saskatchewan;

Effective Date:

October 31, 2022 

SK-1300 Technical Report Summary 2022 Technical Report on the Horseshoe-Raven Project, Saskatchewan;

Effective Date:

October 31, 2022 

S-K 1300 Technical Report Summary 2022 Initial Assessment on the Workman Creek Project, Gila County, Arizona, USA;

Effective Date:

February 14, 2023 

Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA, dated March 9, 2023 

Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA, dated March 9, 2023 

Amended S-K 1300 Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, dated March 9, 2023 

Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 

S-K 1300 Technical Report on The Roughrider Uranium Project, Saskatchewan, Canada;

Effective Date:

April 25, 2023 

2022 Sustainability Report 

Notice to Holders of UEX Warrants under the Warrant Indenture dated December 2, 2020 

Notice to Holders of UEX Warrants under the Warrant Indenture dated September 7, 2021 

Inline XBRL Instance Document

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Filed herewith.

Furnished herewith.

Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 29, 2022.

Portions of this exhibit have been omitted.

Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005.

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

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

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

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

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

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

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

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 11, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 23, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 13, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 14, 2023.

Incorporated by reference to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 1, 2023.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2023.

Form 10-K Summary

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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 –

and its subsidiaries (together, the Company) as of July 31, 2023 and 2022, 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, 2023, 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, 2023, based on criteria established in Internal Control –

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

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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.

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 the accompanying Management's Report on Internal Control over Financial Reporting appearing in 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.

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

PricewaterhouseCoopers LLP

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

+1 604 806 7000, F:

+1 604 806 7806, ca_vancouver_main_fax@pwc.com

“PwC”

refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Definition and Limitations of Internal Control over Financial Reporting

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

PricewaterhouseCoopers LLP

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

+1 604 806 7000, F:

+1 604 806 7806

“PwC”

refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Critical Audit Matters

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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;

Valuation of the mineral rights and properties and equity-accounted investment acquired as part of the net assets acquisition of UEX Corporation

As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired all of the issued and outstanding shares of UEX Corporation (UEX) on August 19, 2022.

The acquisition was accounted for as an acquisition of assets as UEX does not meet the definition of a business in accordance with relevant accounting standards.

Of the net assets acquired, $208,008 thousand related to mineral rights and properties and $24,502 thousand related to an equity-accounted investment.

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values.

Management applied significant judgment in estimating the fair value of the mineral rights and properties and equity-accounted investment.

The fair value of the mineral rights and properties and equity-accounted investment was based on a value per pound of uranium, which was determined using an in situ multiples analysis.

The property resource estimates are based on information prepared by qualified persons (management’s specialists).

The principal considerations for our determination that performing procedures relating to the valuation of the mineral rights and properties and equity-accounted investment acquired as part of the net assets acquisition of UEX 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 and equity-accounted investment, 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 and equity-accounted investment, including the price per pound of uranium and project resource estimates;

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

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

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

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

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

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

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

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

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

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

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

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

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the mineral rights and properties and equity-accounted investment acquired.

These procedures also included, among others:

(i) reading the purchase agreement;

(ii) testing management’s process for determining the fair value of the mineral rights and properties and equity-accounted investment.

Testing management’s process included testing the completeness and accuracy of the underlying data used by management in the valuation and evaluating the reasonableness of the project‑specific characteristics.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the in situ multiples analysis and the reasonableness of the data from comparable public companies and precedent transactions used in the in situ multiples analysis to estimate a value per pound of uranium.

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the property resource estimates.

As a basis for using this work, the specialists’

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

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the completeness and accuracy of the data used by the specialists and evaluating the specialists’

/s/ PricewaterhouseCoopers LLP

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September 28, 2023

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

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

URANIUM ENERGY CORP.

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66,570  

29,172  

Prepaid expenses and deposits

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19,728  

20,234  

RESTRICTED CASH

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$ 8,162  

Asset retirement obligations - current

Other current liabilities

Current portion of long-term debt

10,075  

TOTAL CURRENT LIABILITIES

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17,155  

17,276  

OTHER NON-CURRENT LIABILITIES

DERIVATIVE LIABILITIES

DEFERRED TAX LIABILITIES

71,080  

TOTAL LIABILITIES

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613,179  

Share issuance obligation

Accumulated deficit

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$ 354,247  

COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

5,14,21  

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

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Depreciation, amortization and accretion

Impairment loss on mineral properties

TOTAL OPERATING COSTS

LOSS FROM OPERATIONS

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSES)

Interest expenses and finance costs

Income from equity-accounted investment

Income (loss) from equity-accounted investment

Debt receivable recovery

Gain on settlement of debt receivable

Gain on settlement of liabilities

Gain (loss) on disposition of assets

Unrealized loss on equity securities

Realized gain on equity securities

Loss on revaluation of equity securities

Gain on revaluation of derivative liabilities

Other income (expenses)

OTHER INCOME (EXPENSES)

INCOME (LOSS) BEFORE INCOME TAXES

DEFERRED TAX BENEFIT

DEFERRED TAX RECOVERY (EXPENSE)

NET INCOME (LOSS) FOR THE YEAR

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Net income (loss) for the year

Adjustments to reconcile net loss to cash flows in operating activities

Adjustments to reconcile net income (loss) to cash flows in operating activities

Stock-based compensation

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Amortization of long-term debt discount

Income from equity-accounted investment

Loss (income) from equity-accounted investment

Debt receivable recovery

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(Gain) loss on disposition of assets

Unrealized loss on equity securities

Realized gain on equity security

Gain on loan extinguishment

Deferred tax benefits

Impairment loss on mineral properties

Loss on revaluation of equity securities

Gain on revaluation of derivative liabilities

Gain on settlement of liabilities

Deferred tax recovery

Changes in operating assets and liabilities

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Other liabilities

NET CASH USED IN OPERATING ACTIVITIES

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

FINANCING ACTIVITIES

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Repayments of other loans

Proceeds from government loans

Cash paid for withholding amounts on RSU and PRSU shares

Cash paid for withholding amounts on options, RSU and PRSU

NET CASH PROVIDED BY FINANCING ACTIVITIES

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Net cash used in U1A Acquisition

Acquisition of UEX, net of cash acquired

Acquisition of Roughrider

Investment in mineral rights and properties

Purchase of property, plant and equipment

Capital contribution to equity-accounted investment

Purchase of additional interest in equity-accounted investment

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Proceeds from disposition of assets

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

FOREIGN EXCHANGE DIFFERENCE ON CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

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Additional Paid-

Share Issuance

Accumulated Other Comprehensive

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Balance, July 31, 2022

Issued as anniversary fees for credit facility

Issued under ATM offering, net of issuance costs

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Issued upon exercise of warrants

Issued for acquisition of mineral properties

Issued for acquisition of UEX and Roughrider

Stock-based compensation

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Amortization of stock-based compensation

Net income for the year

Net loss for the year

Other comprehensive loss

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Stockholders'

in Capital  

Obligation  

Deficit  

Income (Loss)  

 Equity  

Income (Loss)

Balance, July 31, 2020

Issued under direct offerings, net of issuance costs

Issued under ATM offering, net of issuance costs

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

Issued upon exercise of stock options

Issued upon exercise of warrants

Stock-based compensation

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Amortization of stock-based compensation

Issued for consulting services

Issued in connection with ATM offering

Issued in connection with a direct offering as issuance costs

Net loss for the year

Other comprehensive loss

Other comprehensive income

Balance, July 31, 2021

Issued under direct offerings, net of issuance costs

Issued under ATM offering, net of issuance costs

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

Issued under ATM offering, net of issuance costs

Issued upon vesting of RSUs and PRSUs

Issued upon exercise of stock options

Issued upon exercise of warrants

Issued for acquisition of mineral properties

Stock-based compensation

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Amortization of stock-based compensation

Issued in connection with ATM offering

Issued in connection with a direct offering as issuance costs

Net loss for the year

Other comprehensive income

Net income for the year

Other comprehensive loss

Balance, July 31, 2022

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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. 

As at July 31, 2023 , we had working capital (current assets less current liabilities) of $ 43,011  including cash and cash equivalents of $ 45,614  and uranium inventory holdings of $ 5,801 . Subsequent to 

July 31, 2023 , we received further cash proceeds of $ 36,217 under the ATM Offerings (refer to Note 16:

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 including our inventory purchase commitments 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. 

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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 established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”), Roughrider and Christie Lake Projects.

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”

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or “bankable”

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

feasibility study for any of the uranium projects we operate, 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.

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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.

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 when the underlying property is converted to the Production Stage. 

As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

URANIUM ENERGY CORP.

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July 31, 2023

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.

Business Combination and Asset Acquisition

When an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition.

In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusted the assigned value of the non-monetary assets acquired to include the deferred tax liability 

When an acquisition is accounted for as a business combination, we recognize and measure the assets acquired and liabilities assumed 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.

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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.

Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights and properties and equity-accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of recoverability of a credit loss, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and stock-based compensation.

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. 

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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.

The functional currency of our Company, including its subsidiaries, is the United States dollar, except for UEX Corporation, whose functional currency is the Canadian dollar.  Our subsidiaries, UEC Resources Ltd., UEC Resources (SK) Ltd., Roughrider Mineral Holdings Inc.

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.

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

and Trier S.A.

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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.

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

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

The financial instruments, including cash and cash equivalents, 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.

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

Investment in equity securities (level 1 ) and derivative liabilities (level 2 ) are carried at fair value.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

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

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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 in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not have control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, 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.

Equity Method and Joint Ventures. Equity-accounted investments are recorded initially at cost and adjusted subsequently to recognize our share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

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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.

Long-lived assets including mineral rights and properties 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.

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significant decreases in the market price of the asset;

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

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

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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.

We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.  We review the valuation allowance requirements on an annual basis based on projected future operations.

Restoration and Remediation Costs (Asset Retirement Obligations)

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Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date.

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

Earnings (Loss) Per Common Share

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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.

Recently Adopted Accounting Pronouncements and Securities and Exchange Commission Rules

Financial Disclosures of Government Assistance

In November 2021, ASU No.

2021 - 10 was issued which provides guidance for required annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

We adopted this standard as of August 1, 2022.

The adoption did not have a material impact on the consolidated financial statements or disclosures.

ACQUISITION OF UEX CORPORATION

During Fiscal 2022, on June 13, 2022, we entered into a definitive agreement with UEX Corporation (“UEX”

and the “UEX Agreement”) pursuant to which we would acquire all of the issued and outstanding common shares of UEX in an all-share transaction (the “UEX Acquisition”).  

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

In Fiscal 2022,  we also acquired an additional 6,844,000 UEX common shares for total consideration of $ 1,914 by making purchases of UEX common shares through the facilities of the Toronto Stock Exchange subject to and in accordance with applicable laws.

On August 19, 2022, we acquired all of the issued and outstanding common shares of UEX that we did not already own pursuant to the completion of the UEX Acquisition. 

Pursuant to the terms of the UEX Acquisition, UEX shareholders received 0.09 common shares of UEC for each UEX common share held. 

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

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

In connection with the UEX Acquisition, we also issued 2,301,750 stock options (the “Replacement Options”) and 4,660,580 warrants (the “Replacement Warrants”) to replace the outstanding stock options and warrants of UEX that were outstanding immediately prior to the completion of the UEX Acquisition.

The estimated fair value of the Replacement Options in the amount of $ 4,026 as of August 19, 2022 was classified as equity and presented in additional paid in capital in accordance with ASC 718 Compensation –

Stock Compensation. 

The fair value of the Replacement Options was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

Exercise Price in U.S.

1.07 7 to 3.94 94

Exercise Price in Canadian dollars

CAD$1.39 to CAD$5.12

Expected Risk Free Interest Rate

2.40 % to 3.23 %  

Expected Volatility

76.01 % to 97.53 %  

Expected Life in Years

0.12 to 1.0  

Expected Dividend Yield

The estimated fair value of the Replacement Warrants in the amount of $ 8,903 as of August 19, 2022 was classified as derivative liabilities in accordance with ASC 815 Derivatives and Hedging, as the exercise prices of the Replacement Warrants are denominated in Canadian dollars, which differs from the Company’s functional currency.

The change in fair value on the derivative liabilities is recorded as a change in fair value of derivative liability in our consolidated statements of operations. 

The fair value of the Replacement Warrants on August 19, 2022 was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

Exercise Price in U.S.

1.11 1 to 3.42 42

Exercise Price in Canadian dollars

CAD$1.44 to CAD$4.44

Expected Risk Free Interest Rate

3.18 % to 3.23 %  

Expected Volatility

90.98 % to 101.52 %  

Expected Life in Years

0.75 to 2.05  

Expected Dividend Yield

The UEX Acquisition is accounted for as an acquisition of assets rather than a business as UEX does not meet the definition of a business in accordance with ASC 805 Business Combinations.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the UEX Acquisition:

Consideration paid

UEC shares issued

$ 171,271  

Fair value of UEX shares acquired by UEC before acquisition

Replacement options issued

Replacement warrants issued

Acquisition related costs

Total consideration

$ 192,673  

Assets acquired and liabilities assumed

Cash and cash equivalents

$ 4,627  

Prepaid expenses and deposits

Accounts receivable

Mineral rights and properties

208,008  

Equity-accounted investment

24,502  

Investment in equity securities

Other non-current assets

238,441  

Accounts payable and accrued liabilities

Other liabilities

Asset retirement obligations (Note 14)

Deferred tax liabilities

38,366  

Total liabilities

45,768  

Total net assets

$ 192,673  

The Company recognized the assets and liabilities acquired in this acquisition by allocating the cost of the acquisition to the assets and liabilities based on their relative fair values. The fair value of the mineral rights and properties and equity-accounted investment was based on a value per pound of uranium which was determined using an in situ multiples analysis.

Management used data from comparable public companies and precedent transactions in the in situ multiples analysis to estimate a  value per pound of uranium and apply that to the property resource estimates, taking into account project-specific characteristics. The property resource estimates were based on information prepared by qualified persons (management’s specialists).

Cash flow on acquisition:

Cash acquired with the subsidiary

$ 4,627  

Acquisition related costs

Acquisition of UEX, net of cash acquired

$ 1,984  

ACQUISITION OF THE ROUGHRIDER PROJECT

On October 14, 2022, we completed the acquisition of all of the issued and outstanding shares of Roughrider Mineral Holdings Inc.

(“Roughrider”), which owns the Roughrider uranium development project (the “Roughrider Project”) located in the Athabasca Basin, in Saskatchewan, Canada, from a subsidiary of Rio Tinto plc (the “Roughrider Acquisition”).

The Roughrider Acquisition is accounted for as an acquisition of assets rather than a business as the Roughrider Project does not meet the definition of a business in accordance with ASC 805 Business Combinations.

The following table summarizes the fair value of the consideration paid, and the fair value of the assets acquired and liabilities assumed, on the closing date of the Roughrider Acquisition:

Consideration paid

$ 80,000  

Fair value of 17,805,815 UEC shares issued at $ 3.60 per share

64,101  

Acquisition related costs

Total consideration paid

$ 146,218  

Assets acquired and liabilities assumed

Mineral rights and properties

$ 178,438  

178,438  

Asset retirement obligations (Note 14)

Deferred tax liabilities

31,775  

Total liabilities

32,220  

Total net assets

$ 146,218  

Cash flow on acquisition:

Acquisition related costs

Acquisition of Roughrider

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

ACQUISITION OF URANIUM ONE AMERICAS, INC.

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

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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:

The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the U1A Acquisition:

Consideration paid

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Cash & cash equivalents (1)

$ 1,183  

Prepaid expenses and deposits (1)

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(iv) inventories of $192;

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

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

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

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

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

and (v) accounts payable and accrued liabilities of $ 96 .  The fair value of these working capital items approximates their respective carrying values at the date of the acquisition.

The fair value of mineral rights and properties was determined using the discounted cash flow model (being the net present value of expected future cash flows).  Expected future cash flows are based on estimates of future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate.  The Company’s estimates of recoverable mineral resources are based on information prepared by qualified persons (management’s specialists).

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

3 unchanged sentences

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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.

4 unchanged sentences

Net income (loss) for the year

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

ANFIELD DEBT SETTLEMENT AND PROPERTY SWAP

1 unchanged sentence

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”;

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”).

Each Anfield Warrant entitles UEC to acquire one Anfield Common Share at a price of CAD$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.

5 unchanged sentences

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 . 

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 in Fiscal 2022.

In accordance with ASC 326 Financial Instruments –

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

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

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 in Fiscal 2022.

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

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

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

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

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

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

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

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 in Fiscal 2022.

As at July 31, 2023 , we held 171,000  pounds of purchased uranium concentrate inventory. 

Costs of inventory consisted of the following:

7 unchanged sentences

$ 66,570  

$ 29,172  

As at July 31, 2023 , our uranium inventory purchase commitments over the next five fiscal years are as the follows:

Purchase Commitments

Purchase Commitments in Pounds

Total Purchase Price

6 unchanged sentences

$ 72,517  

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. 

Subsequent to 

July 31, 2023 , we entered into agreements to purchase 300,000 pounds of purchased uranium inventory for $ 19,925 with delivery dates in October and November 

 A purchase commitment of 200,000 pounds for $ 10,244 in Fiscal 2024 was cancelled. We also received 295,000 pounds of purchased uranium inventory at a cost of $ 10,058 .

URANIUM ENERGY CORP.

5 unchanged sentences

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, 2023 , 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, 2023 , annual maintenance payments of approximately $ 5.8  million were required to maintain these mineral rights.

As at July 31, 2023 , the carrying value of these mineral rights and properties was as follows:

July 31, 2022

July 31, 2021

Mineral Rights and Properties

Palangana Mine

United States

Balance at July 31, 2022

$ 172,340  

$ 15,014  

Goliad Project

Burke Hollow Project

Anderson Project

Workman Creek Project

Reno Creek Project

$ 188,336  

386,562  

Christensen Ranch Mine

386,662  

Ludeman Project

Impact of foreign currency translation

( 2,937 )  

Antelope Project

- 2,937  

Moore Ranch Project

Irigaray Project

Barge Project

Gas Hills Project

Nine Mile Project

Charlie Project

Diabase Project

Balance at July 31, 2023

172,440  

384,607  

Oviedo Project

Alto Paraná

Titanium Project

Other Properties

15,014  

572,061  

Accumulated Depletion

Accumulated Depletion, Amortization and Impairment

United States

Balance at July 31, 2022

( 6,388 )  

( 112 )  

Balance at July 31, 2023

( 6,389 )  

Databases and Land Use Agreements

Accumulated Amortization

( 112 )  

Carrying Value

Balance at July 31, 2022

$ 165,952  

$ 15,014  

$ 181,948  

Balance at July 31, 2023

$ 166,051  

$ 384,495  

$ 15,014  

$ 565,560  

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 MOPC took the position that certain concessions forming part of the Company’s Yuty and Alto Parana Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages.

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

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

1 unchanged sentence

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

Mineral property expenditures incurred on our projects were as follows:

The details of mineral property expenditures are as follows:

Year Ended July 31,

Mineral Property Expenditures

Palangana Mine

$ 1,060  

$ 1,343  

Burke Hollow Project

Goliad Project

Anderson Project

Workman Creek Project

Reno Creek Project

Christensen Ranch Mine

Ludeman Project

Antelope Project

Moore Ranch Project

Barge Project

Oviedo Project

Alto Paraná

Titanium Project

Other Mineral Property Expenditures

Permitting and compliance

Property maintenance

Production readiness

$ 18,620  

1 unchanged sentence

$ 4,479  

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.

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.

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:

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. 

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.

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:

Property, plant and equipment consisted of the following:

July 31, 2023

27 unchanged sentences

$ 20,234  

The depreciation expenses for year ended July 31, 2023 was $ 1,057  ( July 31, 2022: 

$ 749 , July 31, 2021:

URANIUM ENERGY CORP.

6 unchanged sentences

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:

Restricted cash consisted of the following:

July 31, 2023

3 unchanged sentences

$ 2,038  

Restricted cash received from U1A Acquisition

Restricted cash received from U1A Acquisition (Note 5)

13,755  

(Release) addition of surety bond collateral

( 8,550 )  

Interest received

16 unchanged sentences

$ 46,351  

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash.

These assets include Canadian dollar and U.S.

dollar denominated certificates of deposit, money market accounts and demand deposits.

These instruments are maintained at financial institutions in Canada and the U.S.

The maximum credit risk of these assets are the carrying amount less amount covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation or the U.S.

Federal Deposit Insurance Corporation, should the financial institutions with which these amounts are invested be rendered insolvent.

The Company does not consider any of its financial assets to be impaired as of July 31, 2023. 

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:

As at July 31, 2023 , we owned 

15,000,000 shares of Uranium Royalty Corp.

(“URC”), representing a 14.9 % ( July 31, 2022 :

15.5 %) interest in URC. 

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

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal 2022.

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

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

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

As a consequence, our ability to exercise significant influence over URC’s operating and financing policies continued to exist during Fiscal 

Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 

14.9 % to 12.7 %.

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

As at July 31, 2023 , the fair value of our investment in URC was approximately $ 34.20  million ( July 31, 2022  - $ 43.7 million).

As at July 31, 2023 , we owned 50 % of the outstanding shares of JCU (Canada) Exploration Company Limited (“JCU”) acquired through the UEX Acquisition completed on August 19, 2022.

JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. 

The Company’s 50 % interest in JCU is a joint venture, which is accounted for using the equity method.

We incurred $ 1,667  in exploration expenditures on behalf of JCU for the year ended 

July 31, 2023 .

As at July 31, 2023 , the amount receivable from JCU totaled $ 201  ( July 31, 2022 :

During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , the changes in carrying value of our equity-accounted investment are summarized as follows:

1 unchanged sentence

$ 11,515  

Share of loss from URC

Gain on dilution of ownership interest

Translation loss

Addition in URC

Share of income from URC

Gain on dilution of ownership interest in URC

Foreign exchange difference

Balance, July 31, 2021

1 unchanged sentence

Share of income from URC

Gain on dilution of ownership interest

Translation gain

Gain on dilution of ownership interest in URC

Foreign exchange difference

Balance, July 31, 2022

24,177  

Share of income from URC

Gain on dilution of ownership interest

Translation loss

Addition from UEX Acquisition - JCU

24,502  

Capital contribution to JCU

Share of losses from URC and JCU

Gain on dilution of ownership interest in URC

Foreign exchange difference

Balance, July 31, 2023

$ 48,110  

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 2023 , Fiscal 2022 and Fiscal 2021 , we recorded a gain on dilution of ownership interest of $ 654 , $ 3,973 and $ 4,473 , 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).

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

INVESTMENTS IN EQUITY SECURITIES

On August 19, 2022, we completed the UEX Acquisition (refer to Note 3 ), and our investment in UEX shares in the amount of $ 6,914 as of July 31, 2022 was re-measured to its fair value of $ 5,830 based on the closing price of UEX on August 19, 2022 and transferred as consideration for the UEX Acquisition.

The changes in our investments in equity securities are summarized as follows:

Balance, July 31, 2021

Anfield Debt Settlement (Note 6)

10,951  

Investment in UEX

Unrealized loss on revaluation of equity securities

Balance, July 31, 2022

14,834  

Transferred as consideration for UEX Acquisition (Note 3)

Acquired from UEX Acquisition (Note 3)

Investment in public listed companies

47,192  

Sale of investment in public listed companies

Loss on revaluation of equity securities (Note 19)

Foreign exchange difference

Balance, July 31, 2023

$ 38,656  

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

10 unchanged sentences

$ 8,162  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

Payment of anniversary fees

( 600 )  

Principal repayment

( 10,000 )  

Balance, end of year

$ 10,075  

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

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

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

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

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

ASSET RETIREMENT OBLIGATIONS

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

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

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

Titanium Project, Christensen Ranch Mine and Irigaray Processing Facility pursuant to the U1A Acquisition, as well as the AROs related to the Roughrider Acquisition and the UEX Acquisition.

July 31, 2023

3 unchanged sentences

$ 3,939  

Assumed from U1A Acquisition

Assumed from Roughrider Acquisition (Note 4)

Assumed from UEX Acquisition (Note 3)

Assumed from U1A Acquisition (Note 5)

12,707  

Liabilities settled in cash

( 220 )  

Foreign exchange difference

Balance, end of year

16 unchanged sentences

3.72 % to 6.35 %  

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

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

URANIUM ENERGY CORP.

4 unchanged sentences

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

Remaining balance

$ 1,515  

Remaining balance

19,091  

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,

Operating Leases

Short-term Leases

Total Lease Expenses

$ 29,066  

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:

Total lease payments

imputed interest

Present value of lease liabilities

DERIVATIVE LIABILITIES

On August 19, 2022, the Company issued Replacement Warrants (refer to Note 3 ) in connection with the closing of the UEX Acquisition.

The Replacement Warrants are accounted for as derivative liabilities as the exercise prices of the Replacement Warrants are denominated in Canadian dollars which differs from our functional currency. 

As at July 31, 2023 , the fair value of the Replacement Warrants was estimated using the Black-Scholes model with the following assumptions, which is level 2 of the fair value measurement hierarchy:

Exercise Price in U.S.

2.44 4 to 3.36 36

Exercise Price in Canadian dollars

CAD$3.22 to CAD$4.44

Expected Risk Free Interest Rate

Expected Volatility

Expected Life in Years

Expected Dividend Yield

The movement in derivative liabilities during the period is as follows:

Balance, July 31, 2022

Fair value of derivative liabilities assumed from UEX Acquisition (Note 3)

Exercise of Replacement Warrants

Change in fair value

Balance, July 31, 2023

$ 4,313  

Current portion of lease liabilities

Non-current portion of lease liabilities

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

Expected Annual Volatility

Expected Contractual Life in Years

Expected Annual Dividend Yield

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

Total Fair Value Before Allocation to Net Proceeds

$ 13,446  

Gross Proceeds

$ 15,000  

Share Issuance Costs - Cash

Net Cash Proceeds Received

$ 14,122  

Relative Fair Value Allocation to:

$ 12,603  

Share Purchase Warrants

$ 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.

On May 17, 2021, we filed a Form S- 3 shelf registration statement under the United States Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the SEC on June 1, 2021, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of $ 200 million (the “2021 Shelf”), which included an at-the-market offering agreement prospectus (the “May 2021 ATM Offering”) covering the offering, issuance and sale of up to a maximum offering of $ 100 million as part of the $ 200 million under the 2021 Shelf.

On May 14, 2021, we entered into an at-the-market offering agreement (the “2021 ATM Offering Agreement”) with H.C.

Wainwright & Co., LLC and certain co-managers (collectively, the “2021 ATM Managers”) as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 100 million through the 2021 ATM Managers selected by us.

On November 26, 2021, we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of the May 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional $ 100 million for a total of $ 200 million through the 2021 ATM Managers selected by us (the “November 2021 ATM Offering”;

and, collectively with the May 2021 ATM Offering, the “2021 ATM Offering”).

On November 16, 2022, we filed a Form S- 3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the “2022 Shelf”), which included an at-the-market offering agreement prospectus (the “2022 ATM Offering”;

and, collectively, with the 2021 ATM Offering, the “ATM Offerings”) covering the offering, issuance and sale of up to a maximum offering of $ 300 million under the 2022 Shelf.

On November 16, 2022, we entered into an at-the-market offering agreement (the “2022 ATM Offering Agreement”) with H.C.

Wainwright & Co., LLC and certain co-managers (collectively, the “2022 ATM Managers”) as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $ 300 million through the 2022 ATM Managers selected by us.

During Fiscal 2022 , we issued 15,934,606  shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $ 35,235 .

During Fiscal 2023 , we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $ 58,420 .

Subsequent to July 31, 2023 , we issued a further 7,010,000  shares of the Company’s common stock under our ATM Offerings for net cash proceeds of $ 36,217 .

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2023

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

Expected Annual Volatility

Expected Contractual Life in Years

Expected Annual Dividend Yield

During Fiscal 2021, we issued 2,265,700 shares of the Company’s common 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

5 unchanged sentences

$ 2.03  

300,000  

( 12,021,929 )  

Balance, July 31, 2020

7,721,981  

Issued in connection with September 2020 Offering

9 unchanged sentences

3,615,454  

Issuance of Replacement Warrants (Note 3,15)

4,660,580  

( 4,359,086 )  

( 59,918 )  

Balance, July 31, 2023

3,857,030  

$ 3.31  

A summary of share purchase warrants outstanding and exercisable as at July 31, 2023 is as follows:

Weighted Average

Exercise Price

Number of Warrants

Weighted Average

Remaining Contractual

Weighted Average Exercise Price

Number of Warrants Outstanding

Weighted Average Remaining Contractual Life (Years)

$ 3.27  

2 unchanged sentences

181,818  

April 5, 2026

1 unchanged sentence

3,857,030  

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

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , we received cash proceeds totaling $ 7,554 , $ 3,589  and $ 3,325 , respectively, from the exercise of share purchase warrants.

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.

During Fiscal 2023, Fiscal 2022 and Fiscal 2021, we granted stock options under our stock incentive plans to certain of our directors, officers, employees and consultants to purchase an aggregate of 

3,507,004  , 

1,279,692 and 959,588  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 

2023, we granted performance stock options (the “PSO”s) under our current stock incentive plan to certain of our directors and officers to purchase an aggregate of 150,367  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.

13 unchanged sentences

$ 1.30  

( 1 ) The assumptions used for the fair value measurement of the Replacement Options are excluded in the table below as they have been separately disclosed in Note 3.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

A continuity schedule of outstanding stock options as at July 31, 2023 , and the changes during the fiscal year periods, is as follows:

Number of Stock

Weighted Average

Exercise Price

Number of Stock Options

Weighted Average Exercise Price

Balance, July 31, 2020

2 unchanged sentences

959,588  

Cancelled/Forfeited

( 4,705,005 )  

10 unchanged sentences

( 24,651 )  

( 40,000 )  

Balance, July 31, 2023

1 unchanged sentence

$ 1.92  

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:

3 unchanged sentences

872,580  

1,734,127  

Number of Options Exercised on Forfeiture Basis

1 unchanged sentence

1,855,918  

2,970,878  

Total Number of Options Exercised

1 unchanged sentence

2,728,498  

4,705,005  

Number of Shares Issued on Cash Exercise

1 unchanged sentence

872,580  

1,734,127  

Number of Shares Issued on Forfeiture Basis

1 unchanged sentence

1,279,515  

1,592,128  

Total Number of Shares Issued Upon Exercise of Options

1 unchanged sentence

2,152,095  

3,326,255  

Cash Received from Exercise of Stock Options

3 unchanged sentences

$ 8,336  

$ 6,882  

A continuity schedule of outstanding unvested stock options at July 31, 2023 , and the changes during the fiscal year periods, is as follows:

Number of Unvested

Stock Options

Weighted Average

Grant-Date Fair Value

Number of Unvested Stock Options

Weighted Average Grant-Date Fair Value

Balance, July 31, 2020

3 unchanged sentences

( 3,865,852 )  

Cancelled/Forfeited

( 86,875 )  

Balance, July 31, 2021

4 unchanged sentences

2,186,154  

Issuance of Replacement Options (Note 3)

2,301,750  

1,205,254  

( 24,651 )  

( 3,865,242 )  

Balance, July 31, 2023

1 unchanged sentence

$ 2.28  

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:

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.

As at July 31, 2023 , the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 14,458  (vested:

$ 14,121  and unvested:

$ 337 ). 

As at July 31, 2023 , the unrecognized compensation cost related to unvested stock options was $ 3,086  expected to be recognized over 1.21  years.

A summary of stock options outstanding and exercisable as at July 31, 2023 is as follows:

3 unchanged sentences

Outstanding at

July 31, 2022

Exercise Price

Weighted Average

Contractual Term

Weighted Average Remaining Contractual Term

Exercisable at

Weighted Average

Weighted Average Remaining Contractual Term

July 31, 2023

Exercise Price

Weighted Average

Contractual Term

to $ 0.99  

July 31, 2023

Exercise Price

$0.80 to $0.99

3,513,999  

2 unchanged sentences

$ 0.92  

to $ 1.99  

$1.00 to $1.99

1,390,500  

to $ 2.99  

$2.00 to $2.99

868,189  

865,689  

to $ 3.98  

$3.00 to $3.99

2,549,295  

752,280  

$4.00 to $4.23

8,326,983  

8 unchanged sentences

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.

During Fiscal 2023, Fiscal 2022 and Fiscal 2021, the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans.

RSUs granted during Fiscal 2023 and Fiscal 2022 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 2021 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.

16 unchanged sentences

( 464,985 )  

( 11,935 )  

Balance, July 31, 2023

8 unchanged sentences

$ 2.15  

July 21, 2021

39,216  

July 29, 2022

184,023  

19 unchanged sentences

During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , stock-based compensation relating to the RSUs were $ 1,105 , $ 780 and $ 1,060 , respectively.

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

As at July 31, 2023 , unrecognized compensation costs related to unvested RSUs totaled $ 2,656 , which is expected to be recognized over a period of approximately 1.87  years.

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.

During Fiscal 2023, Fiscal 2022 and Fiscal 2021, the Company granted 551,923 , 241,632  and 

492,950 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 then stock incentive plans. 

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”). 

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.

4 unchanged sentences

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.

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

Year Ended July 31,

1 unchanged sentence

4.52 %  

2.80 %  

Expected Volatility

84.56 %  

90.90 %  

Expected Dividend Yield

3 unchanged sentences

$ 3.32  

$ 3.98  

$ 2.15  

Grant Date Fair Value

1 unchanged sentence

$ 4.80  

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.

$ 2.48  

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2023

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:

A continuity schedule of unvested PRSUs as at July 31, 2023 , and the changes during the fiscal year end periods, is as follows:

Number of Unvested

Weighted Average

Grant Date Fair Value

Weighted Average Grant Date

Balance, July 31, 2020

5 unchanged sentences

241,632  

Balance, July 31, 2021

( 757,501 )  

Balance, July 31, 2022

734,582  

3 unchanged sentences

$ 3.29  

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.

During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , stock-based compensation related to amortization of PRSUs totaled $ 397 , $ 293 and $ 156 , respectively. 

As at July 31, 2023 , unrecognized compensation costs relating to unvested PRSUs totaled $ 1,507 , which is expected to be recognized over a weighted average period of approximately 2.45  years.

Stock-Based Compensation

12 unchanged sentences

Amortization of RSU expenses

Settlement of share issuance obligation

$ 5,523  

2 unchanged sentences

SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES

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

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

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2022

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

2 unchanged sentences

$ 163,950  

$ 22,946  

Revenue from toll processing services

1 unchanged sentence

$ 164,389  

$ 23,161  

Cost of purchased uranium inventory

$ ( 114,353 )  

$ ( 15,689 )  

Cost of toll processing services

( 366 )  

( 179 )  

Total cost of sales and services

$ ( 114,719 )  

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

UNREALIZED LOSS ON EQUITY SECURITIES

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

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

Expected Risk Free Interest Rate

Annual Volatility

Expected Contractual Life in Years

Expected Annual Dividend Yield

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

$ ( 15,868 )  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2023

The table below provides a breakdown of major customers:

Year Ended July 31,

FAIR VALUE LOSS ON EQUITY SECURITIES

Fair value loss on equity securities consisted for the following:

Year Ended July 31,

Urealized loss from investment in Anfield shares

$ ( 2,214 )  

$ ( 1,925 )  

Urealized loss from investment in Anfield warrants

Urealized gain from investment in UEX shares

( 1,048 )  

( 1,105 )  

Unrealized gain from investment in UEX shares

Unrealized and realized gain (loss) from other public listed companies

( 8,737 )  

Realized loss from investment in UEX shares transferred as consideration for UEX Acquisition

( 1,084 )  

$ ( 13,083 )  

$ ( 1,351 )  

Our investments in Anfield shares, Anfield warrants, UEX shares and other public companies’

shares are Level 1 financial instruments, which were re-valued using quoted share prices.

GENERAL AND ADMINISTRATIVE EXPENSES

The table below provides a breakdown of general and administrative expenses:

Year Ended July 31,

Salaries and management fees

$ 5,168  

$ 4,281  

$ 2,417  

Office, IR, communication, insurance and travel

Foreign exchange loss

Professional fees

14,649  

10,486  

Stock-based compensation

Total general and administrative expenses

$ 20,064  

$ 15,026  

$ 12,640  

NET INCOME (LOSS) PER SHARE

20 unchanged sentences

$ 0.02  

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.

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

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2023

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:

3 unchanged sentences

21.00 %  

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

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

2.89 %  

16 unchanged sentences

Foreign tax rate differences

Permanent differences

( 83 )  

Permanent differences

( 326 )  

5 unchanged sentences

Foreign exchange rate differences

( 56 )  

Change in valuation allowance

( 2,130 )  

Tax adjustment from operations

Unrealized loss, other comprehensive loss

Deferred tax benefits

( 824 )  

Deferred tax expense (recovery)

$ ( 5 )  

5 unchanged sentences

July 31, 2023

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 at July 31, 2023 , 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.

8 unchanged sentences

$ ( 2,437 )  

$ 5,247  

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

10 unchanged sentences

Asset retirement obligations

( 2,389 )  

Section 163(j) interest expense carry forwards

7 unchanged sentences

Deferred tax assets

Deferred tax assets, other comprehensive loss

Deferred tax liabilities

12 unchanged sentences

July 31, 2028

Remaining balance

11,777  

Between July 31, 2009 and 2037

165,665  

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.

90,364  

$ 290,524  

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2023

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.

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

6 unchanged sentences

35,161  

$ 45,948  

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:

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

July 31, 2023

6 unchanged sentences

$ 565,560  

$ 181,948  

Property, Plant and Equipment

14 unchanged sentences

$ 682,384  

$ 15,381  

$ 252,056  

July 31, 2022

5 unchanged sentences

$ 181,948  

Property, Plant and Equipment

19,841  

20,234  

Property, Plant and Equipment

Restricted Cash

2 unchanged sentences

24,177  

Other Non-Current Assets

Total Long-Term Assets

Investment in Equity Securities

14,834  

Other Non-Current Assets

Total Long-Term Assets

$ 196,137  

7 unchanged sentences

July 31, 2023

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

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

All intercompany transactions have been eliminated.

8 unchanged sentences

49,670  

Operating Costs:

1 unchanged sentence

12,443  

18,620  

General and administrative

13,926  

20,064  

Acquisition-related costs

3 unchanged sentences

11,063  

Income (loss) from operations

40,803  

( 171 )  

Income (loss) from operations

21,316  

4 unchanged sentences

( 9,963 )  

22,994  

27,957  

Income (loss) before income taxes

2 unchanged sentences

$ ( 1,384 )  

$ 7,184  

$ 18,747  

$ ( 1,325 )  

$ 5,247  

Year ended July 31, 2022

1 unchanged sentence

United States

Sales and service revenue

$ 23,161  

Cost of sales and services

( 15,868 )  

Operating Costs:

1 unchanged sentence

10,154  

$ 4,479  

General and administrative

10,755  

15,026  

Acquisition-related costs

Depreciation, amortization and accretion

2 unchanged sentences

30,003  

Loss from operations

( 12,956 )  

( 140 )  

( 773 )  

Income (loss) from operations

( 17,134 )  

4 unchanged sentences

27,957  

( 10 )  

Loss before income taxes

$ ( 15,498 )  

$ ( 159 )  

Income (loss) before income taxes

$ ( 12,175 )  

10 unchanged sentences

General and administrative

12,640  

Depreciation, amortization and accretion

6 unchanged sentences

( 653 )  

( 73 )  

( 2,284 )  

( 712 )  

Other income (expenses)

( 2,571 )  

( 19 )  

Loss before income taxes

2 unchanged sentences

$ ( 646 )  

$ ( 73 )  

$ ( 707 )  

SUBSEQUENT EVENT

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

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

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

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

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

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

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

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

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

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

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

On August 22, 2023, we acquired a portfolio of exploration-stage projects in the Athabasca Basin, Saskatchewan, Canada, which includes 60 % equity stake in the Henday Lake joint venture, 100 % of the Milliken project , and a 50 % equity stake in the Carswell joint venture project  from Rio Tinto Exploration Canada Inc.

for approximately $ 1.1 million ( CAD$1.5 million). 

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

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.

22 unchanged sentences

September 28, 2023.

/s/ Ganpat Mani

/s/ Trecia Canty

September 28, 2023.

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures