URANIUM ENERGY CORP 10-K

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.  Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective.   It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.   Management ’ s Report on Internal Control Over Financial Reporting   Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404(a).  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis.  Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   As at July 31, 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 appears herein.   Changes in Internal Controls   There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   Item 9B. Other Information   Not applicable.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   Not applicable.   111 Table of Contents     PART III   Item 10. Directors, Executive Officers and Corporate Governance   Our directors and executive officers and their respective ages as of September 27, 2023 are as follows:   Name Age Position with the Company Amir Adnani 45 President, Chief Executive Officer, Principal Executive Officer and a director Spencer Abraham 71 Chairman and a director David Kong 77 Lead independent director Vincent Della Volpe 81 A director Gloria Ballesta 48 A director Trecia Canty 54 A director Pat Obara 67 Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer Scott Melbye 61 Executive Vice President   The following describes the business experience of each of our directors, including other directorships held in reporting companies.   Amir Adnani . Amir Adnani is a founder of the Company and has served as our President, Chief Executive Officer and a director since January 2005. Under his leadership, the Company has become one of the fastest growing uranium companies listed on the NYSE American with one of the largest resource bases of fully permitted ISR projects of any U.S.-based producer.   Mr. Adnani has been invited to speak at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute. He is a frequent contributor to the business media, including The Wall Street Journal, Bloomberg, CNBC and Fox Business News.   Fortune magazine distinguished Mr. Adnani on their “40 Under 40, Ones to Watch” list of North American executives. He was selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication. He was a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.   Mr. Adnani is the founder and 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. Mr. Adnani served as a director of Gold Royalty Corp., a publicly-listed gold royalty company, from November 2020 to March 2023. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.   Spencer Abraham . Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, Mr. Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Biden Administration and U.S. Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters.   112 Table of Contents   Mr. Abraham has served as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012 and as a director of NRG Energy, Inc. (NYSE: NRG) since December 2012. Mr. Abraham served as a director of GenOn Energy, Inc. from January to December 2012, when it was acquired by NRG Energy, Inc. Previously, Mr. Abraham served as a director of Occidental Petroleum Corporation (NYSE: OXY) from 2005 to May 2020, as the non-executive Chairman of the Board of Directors of AREVA Inc., the North American subsidiary of AREVA, and on the boards of several other public and private companies.   Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University.   David Kong . David Kong has served on our Board of Directors since January 2011 and serves as our lead independent director. Mr. 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.   Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants, from 1981 to 2004, before merging with EY (formerly Ernst & Young LLP), Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors.   Vincent Della Volpe . Vincent Della Volpe has served on our Board of Directors since July 2007. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and senior vice president of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University.   Gloria Ballesta . Gloria Ballesta has served on our Board of Directors since July 2018. Ms. 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. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in Spain and a Master’s degree in Marketing and Business Management from ESIC School of Business in Spain.   Trecia Canty . Trecia Canty has served on our Board of Directors since March 2023. Ms. 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. (NYSE: 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. Ms. 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.     113 Table of Contents   The following describes the business experience of each of the non-director executive officers of the Company:   Pat Obara . Pat Obara has served as our Secretary, Treasurer and Chief Financial Officer since October 2015, and served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara currently serves as the Chief Financial Officer and Secretary of GoldMining Inc., a public company listed on the TSX and the NYSE American, and served as a director of GoldMining Inc. from September 2009 to May 2018. Mr. Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology.   Scott Melbye .  Scott Melbye has served as our Executive Vice President since September 2014. Mr. 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. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever-expanding needs.   As our Executive Vice President, Mr. Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company’s strategic growth objectives. Mr. Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX and the Nasdaq Capital Market. Previously, Mr. Melbye served as the Vice President, Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018, and concurrently served as an advisor, to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it related to marketing and sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded that company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the CEO during the time that Uranium One was publicly traded on the TSX.   Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both at their Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing that company’s world-wide uranium marketing and trading activities (achieving annual sales exceeding 30 million pounds U 3 O 8 through established relationships with most global nuclear utilities). Mr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona.   Mr. Melbye is currently the President of the Uranium Producers of America (“UPA”). The UPA is the domestic mining organization that advocates for U.S. Government policies supportive of national energy, and security and interests of a strong and competitive American uranium industry. He is also a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as Central Europe, China, India, United Arab Emirates and Mexico. Mr. Melbye has provided expert testimony before the U.S. House Oversight Committee on Department of Energy inventory dispositions, and the U.S. Senate Energy and Natural Resources Committee on regaining American nuclear leadership and foreign critical minerals dependency. In addition, he testified before the U.S. International Trade Commission on uranium imports from Kazakhstan following the dissolution of the Soviet Union. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984.   114 Table of Contents   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: production; mine operations; mine development; exploration; 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.   115 Table of Contents   The following identifies the relevant experiences, qualifications, attributes and skills possessed by our director nominees:   Skill Amir Adnani Spencer Abraham David Kong Vincent Della Volpe Gloria Ballesta Trecia Canty 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 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.   Significant Employees   There are no significant employees other than our executive officers.   Family Relationships   There is no family relationship between any of our executive officers or directors.   Audit Committee   Our Board of Directors has established an Audit Committee that operates under a written charter approved by the Board of Directors. Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act. Our Audit Committee is comprised of David Kong, Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American. Mr. Kong is the Chairperson of the Audit Committee. Our Board of Directors has determined that Mr. Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC.   Involvement in Certain Legal Proceedings   Except as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:     1. a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;     2. such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);     3. such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:     i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;   116 Table of Contents     ii) engaging in any type of business practice; or     iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;     4. such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;     5. such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;     6. such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;     7. such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:     i) any federal or state securities or commodities law or regulation; or     ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or     iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or     8. such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.   Code of Conduct and Ethics   We have adopted a Code of Conduct and Ethics (the “Code”) that applies to all directors and officers. The Code describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:     ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;     ● compliance with applicable governmental laws, rules and regulations;     ● the prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code; and     ● accountability for adherence to the Code.   117 Table of Contents   A copy of our Code and all material Company corporate governance charters, policies and guidelines can be viewed on our website at: www.uraniumenergy.com.   Corporate Governance and Nominating Committee   Our Board of Directors has established a Corporate Governance and Nominating Committee that operates under a written charter approved by the Board of Directors. The Corporate Governance and Nominating Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta. Mr. Della Volpe is the Chairperson of the Corporate Governance and Nominating Committee. All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American.   The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules. The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of Board of Director procedures, size and organization and monitoring of senior management with respect to governance issues.   The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become Board of Director members and recommends individuals to fill vacancies. There are no minimum qualifications for consideration for nomination to be a director of the Company. The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria. In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company.   Director Time Commitments Policy   We have adopted a Director Time Commitments Policy (the “Director Time Commitments Policy”). The Director Time Commitments Policy provides that the Company’s non-executive Chairman and lead independent director shall be limited to serving on four public company boards, including the Company’s Board of Directors (excluding private companies and other non-public companies). The Company’s Corporate Governance and Nominating Committee evaluates on at least an annual basis the outside director time commitments of the Company’s non-executive Chairman and lead independent director. The Company’s non-executive Chairman and lead independent director affirm that they are in compliance with the Director Time Commitments Policy as of the date of this Annual Report. Our Director Time Commitments Policy can be viewed on our website at www.uraniumenergy.com.   Sustainability Committee   Our Sustainability Committee is comprised of David Kong, 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. Mr. Kong is the Chairperson of the Sustainability Committee.   The Sustainability Committee is responsible for oversight of sustainability including environmental, social, health and safety matters. The Sustainability Committee is mandated to oversee the Company’s framework for the development of environmental, social, health and safety policies and programs and performance thereunder. The Sustainability Committee reports regularly to the Board of Directors.   Human Rights Policy   We have adopted a Human Rights Policy (the “Human Rights Policy”) that applies comprehensive standards to our operations across all geographic locations regarding the protection of human rights. Our Human Rights Policy can be viewed on our website at www.uraniumenergy.com.   118 Table of Contents   Diversity Policy   Our Board of Directors has adopted a written Diversity Policy (the “Diversity Policy”) that sets out the Company’s approach to diversity, including gender, on the Board of Directors and among the executive officers of the Company.  The Corporate Governance and Nominating Committee and the Board of Directors aim to attract and maintain directors and an executive team that have an appropriate mix of diversity, skill and expertise.   Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to the Board of Directors and the executive team, with due consideration given to the benefits of diversity. Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, the Board of Directors and the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, shall consider diversity from a number of aspects and including, but not limited to, gender, age, ethnicity and cultural diversity.  In addition, when assessing and identifying potential new members to join the Board of Directors or the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, considers the current level of diversity on the Board of Directors and the executive team.   The Corporate Governance and Nominating Committee and the Board of Directors are responsible for developing measurable objectives to implement the Diversity Policy and to measure its effectiveness. The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, to consider whether to set targets based on diversity for the appointment of individuals to the Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience. 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.   The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following:     ● personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;     ● successful business or professional experience;     ● various areas of expertise or experience, including financial, strategic and general management;     ● willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company;     ● a demonstrated commitment to the success of the Company; and     ● diverse perspectives, qualifications and knowledge.   The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise.   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.   119 Table of Contents   Compliance with Section 16(a) of the Exchange Act   Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 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.   Item 11. Executive Compensation   Compensation Discussion and Analysis   Oversight of Executive Compensation Program   Our Board of Directors has established a Compensation Committee that operates under a written charter approved by the Board of Directors. The Compensation Committee is comprised of Vincent Della Volpe, David Kong and Gloria Ballesta. Mr. Della Volpe is the Chairperson of the Compensation Committee. All of the members of the Compensation Committee meet the compensation committee independence standards of the NYSE American. The Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company. The independence of the Compensation Committee members is re-assessed regularly by the Company.   The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.   The responsibilities of the Compensation Committee, as stated in its charter, include the following:     ● review and approve the Company’s compensation guidelines and structure;     ● review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;     ● review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including base compensation, bonus, incentive and equity compensation; and     ● periodically review and make recommendations to the Board of Directors regarding the compensation of 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.   120 Table of Contents   Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans. In Fiscal 2023 the Compensation Committee once again retained Global Governance Advisors (“GGA”) to provide independent compensation advice to the Compensation Committee and to the Board of Directors. GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance. GGA is retained to continually review the compensation levels for the Company’s executive officers and directors and short and long-term incentive plans, and to evaluate and make recommendations on the Company’s overall executive and director compensation philosophy, objectives and approach.   GGA’s services in Fiscal 2023 included:     ● compensation philosophy validation;     ● peer group review;     ● executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer and Executive Vice President;     ● review and design of the annual non-equity incentive plan;     ● director compensation review; and     ● review of compensation discussion and analysis in the Company’s proxy statement.   Fees paid for GGA’s services for our last two fiscal years were $43,417 and $70,461 for Fiscal 2022 and Fiscal 2023, respectively.   The Compensation Committee reviews all fees and the terms of consulting services provided by GGA.   121 Table of Contents   Overview of Executive Compensation Program     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. In order to recruit, motivate and retain the most qualified individuals as senior executive officers, the Company strives to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.   The Compensation Committee’s objective is to establish a compensation program that is designed to align with industry trends and attract and retain the best available talent while efficiently utilizing available resources. These objectives are achieved primarily through base compensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of stockholders. In determining executive management’s compensation, the Compensation Committee also takes into consideration the performance and financial condition of the Company.   In order to accomplish our goals and to ensure that the Company’s executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:     ● to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework; and   122 Table of Contents     ● to reward each executive based on individual and corporate performance and to incentivize such executives to drive the organization’s current growth and sustainability objectives.   The following key principles guide the Company’s overall compensation philosophy:     ● compensation is designed to align executives to the critical business issues facing the Company;     ● compensation should be fair and reasonable to 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 stockholders; and     ● compensation should be transparent to the Board of Directors, executives and stockholders.   Benchmarking Compensation and Peer Groups   In Fiscal 2023, the Compensation Committee commissioned a Peer Group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that the Company continued to benchmark compensation with appropriate market comparators. In addition to external market trends, the Compensation Committee considered the complexity of the Company and the range of size of several of the appropriate comparable companies and, with the GGA Recommendations provided to them, revised the Peer Group from the prior year to address changes in the external market and to better reflect our Company’s business. The Peer 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 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 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.   In Fiscal 2023, with the GGA Recommendations, our compensation philosophy aimed to align both our executive officers’ and Board of Directors’ compensation around the median of the Peer Group. 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:   Removed from the Peer Group Added to the Peer Group Global Atomic Corporation 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.   123 Table of Contents   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:   Peer Group Centrus Energy Corp. Energy Fuels Inc. NexGen Energy Ltd. Coeur Mining, Inc. Filo Mining Corp. Northern Oil and Gas, Inc. Comstock Resources, Inc. Fission Uranium Corp. 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   The Company’s executive compensation program consists of: base compensation; short-term incentive awards; and long-term incentive equity compensation.   Base Compensation   Base compensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. Base compensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits.   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.     Fiscal 2023   Fiscal 2024 Name and Principal Position October 31, 2022 January 31, 2023 April 30, 2023 July 31, 2023   As of the date hereof Amir Adnani President and Chief Executive Officer $478,000 $478,000 $478,000 $478,000   $575,000 Pat Obara Secretary, Treasurer and Chief Financial Officer CAD$189,000 CAD$189,000 CAD$189,000 CAD$189,000   $200,000 Scott Melbye Executive Vice President $262,500 $262,500 $262,500 $262,500   $290,000   The base compensation paid to our executive officers is more particularly described below under “Executive Services Agreements” herein.   Short-Term Incentive Awards   The short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the annual business plan. The STIP provides an opportunity for an annual cash payout based on performance relative to the achievement of corporate and individual performance goals and metrics. The STIP has a maximum payout opportunity, which is 200% of each executive officer’s target STIP.   124 Table of Contents   The Compensation Committee establishes STIP performance goals, metrics, weightings and targets in the first quarter of each fiscal year. Each of our executive officers has a target STIP set as a percentage of their base compensation (each, a “Target Award”), with payouts based on a performance multiplier dependent on corporate and individual performance. The performance multiplier and payouts achieved can range between 0% and 200% of each Target Award. No payout is awarded if the Compensation Committee deems that the Company failed to achieve performance goals. To determine Target Awards our Compensation Committee considers the breadth, scope and complexity of each executive officer’s role, internal equity and whether the executive officer's incentive compensation is competitive relative to similarly situated executives at companies in our Peer Group.   The following sets forth the formula for payment of STIP awards.   The following sets forth the Target Awards expressed as a percentage of executive officer base compensation along with the corresponding corporate and individual performance weightings for Fiscal 2023. 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 % of Base Compensation Target Award Corporate Individual Amir Adnani President and Chief Executive Officer $478,000 100% $478,000 80% 20% Pat Obara Secretary, Treasurer and Chief Financial Officer CAD$189,000 65% CAD$122,850 60% 40% Scott Melbye Executive Vice President $262,500 50% $131,250 50% 50%   Performance Scorecard   The Compensation Committee establishes a performance scorecard in the first quarter of each fiscal year that sets out performance goals and metrics to guide and motivate the executives to execute on our strategy. At the end of each fiscal year, the Compensation Committee evaluates actual performance relative to the performance goals and metrics and recommends to the Board of Directors the payment of STIP awards. The Compensation Committee and the Board of Directors may exercise discretion to pay cash bonuses outside of the STIP and to not pay STIP awards even if performance awards are earned.   In the first quarter of Fiscal 2023, the Compensation Committee selected performance goals and metrics within a performance scorecard. At the end of Fiscal 2023, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics and assigned each of Messrs. Adnani and Obara an award at breakthrough for corporate and individual performance and assigned Mr. Melbye an award at breakthrough and above threshold for corporate and individual performance, respectively. Messrs. Adnani, Obara and Melbye achieved awards at 200%, 200% and 130% of target, respectively.   125 Table of Contents   The following sets forth the scorecard for Fiscal 2023.     Weight Performance Levels     Performance Metrics Chief Executive Officer Chief Financial Officer Executive Vice President Threshold (50% of Target Award) Target (100% of Target Award) Breakthrough (200% of Target Award) Result Payout S-K 1300 Reporting 10% 7.5% 6% Roughrider Roughrider plus one TRS report Roughrider plus two TRS reports S-K 1300: Six TRS reports filed Breakthrough Accretive Acquisitions 30% 22.5% 19% Increase resources with accretive acquisitions Acquisitions:  Completed Breakthrough         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   Balance Sheet 10% 7.5% 6% $50 million $60 million $70 million $70 million Breakthrough         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 7.5% 6% 5% 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: Completed Breakthrough         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     Wyoming 7.5% 6% 5% Complete a plan for resumption of operations at Christensen including mobilizing human resources to commence delineation and resource growth drilling Complete drilling at Irigaray Mine Unit 15 Complete drilling at Irigaray Mine Unit 15 and Christensen Mine Unit 12 south Wyoming: Completed Breakthrough         Goal 1: Conduct a climate risk assessment to prepare for disclosure aligned with recommendations of the Task Force on Climate-related Financial Disclosures Goal 2: Measure GHG emissions at all Texas operations for Fiscal 2023 Goal 3: Measure GHG emissions at all Wyoming operations for Fiscal 2023 Goal 4: Measure GHG emissions at all Saskatchewan operations for Fiscal 2023 ESG Program: Four of four   ESG Program 7.5% 6% 5% Two of four goals Three of four goals Four of four goals goals completed Breakthrough         Promote high performing safe environments with no recordable injuries     Total Recordable Injury and Illness Incidence Rate 7.5% 6% 5% Rate below 4.8 Rate below 3.2 Rate below 1.6 and no fatalities Rate: Zero Breakthrough         Chief Executive Officer: Exceeded Expectations Individual   Individual Performance 20% -- -- Below Expectations Met Expectations Exceeded Expectations Performance: Exceeded Expectations Breakthrough         Chief Financial Officer: Exceeded Expectations Individual   Individual Performance -- 40% -- Below Expectations Met Expectations Exceeded Expectations Performance: Exceeded Expectations Breakthrough         Executive Vice President: Met Expectations Individual   Individual Performance -- -- 50% Below Expectations Met Expectations Exceeded Expectations Performance: Met Expectations Above Threshold   126 Table of Contents   The following sets forth the STIP awards paid to our executive officers for Fiscal 2023.   Executive Officer Base Compensation Fiscal 2023 Target Award Performance Fiscal 2023 STIP Payout % of Target % of Base Compensation Target Award Corporate Individual Amir Adnani President and Chief Executive Officer $478,000 100% $478,000 80% x 200% 20% x 200% $956,000 200% Pat Obara (2) Secretary, Treasurer and Chief Financial Officer CAD$189,000 65% CAD$122,850 60% x 200% 40% x 200% $186,462 200% Scott Melbye Executive Vice President $262,500 50% $131,250 50% x 200% 50% x 60% $170,000 130%   Performance Goals and Metrics   The Compensation Committee selected the following performance goals and metrics within the Company’s performance scorecard on the belief that these performance goals and metrics were aligned with our corporate strategy and could be impacted by our executive officers. In Fiscal 2023, the payout opportunities for threshold, target and breakthrough performance levels were set at 50%, 100% and 200% of each Target Award, respectively, with interpolation between performance levels.   SEC S-K 1300 Reporting: The Compensation Committee selected this metric based on the belief that adopting the reporting requirements of S-K 1300 is important to the Company’s organizational development and is required for compliance with SEC regulations to provide our stockholders with a more comprehensive understanding of our mineral holdings. This metric represented 10%, 7.5% and 6% of the STIP weighting for Messrs. Adnani, Obara and Melbye, respectively. 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, 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.   127 Table of Contents   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 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%. The Company completed its acquisitions of UEX and the Roughrider Project on August 19, 2022 and October 14, 2022, respectively.   Balance Sheet: The Compensation Committee selected this metric based on the belief that strengthening the balance sheet with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings is important to support the Company’s growth initiatives. This metric represented 10%, 7.5% and 6% of the STIP weighting for Messrs. Adnani, Obara and Melbye, respectively. $60 million of liquid assets represented the target level of performance, $50 million of liquid assets represented the threshold level of performance and $70 million of liquid assets represented the breakthrough level of performance. The result was breakthrough performance at 200%. As of July 31, 2023, the Company had liquid assets of $107 million.   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. 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.   ESG Program: The Compensation Committee selected this metric to support the Company’s commitment to being a responsible steward of our environment and the communities where we operate. This metric required the Company to: (i) 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. Adnani, Obara and Melbye, respectively. The target level of performance required the Company to achieve any three of the four goals, the threshold level of performance required the Company to achieve any two of the four goals and the breakthrough level of performance required the Company to achieve all of the four goals. The result was breakthrough performance at 200%. As of July 31, 2023, the Company had achieved all of the four goals.   128 Table of Contents   Total Recordable Injury and Illness Incidence Rate: The Compensation Committee selected this metric based on the belief that the total recordable injury and illness incidence rate (“IIR”) is critical to the Company’s overall approach to promoting high performing safe environments. The Company’s IIR is calculated by multiplying the total number of Occupational Safety and Health Administration (“OSHA”) recordable injuries and illnesses at our operations 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. This metric represented 7.5%, 6% and 5% of the STIP weighting for Messrs. Adnani, Obara and Melbye, respectively. 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 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 2023. For Fiscal 2023, this metric represented 20%, 40% and 50% of the STIP weighting for Messrs. Adnani, Obara and Melbye, respectively. Individual performance goals included maintaining a high performing leadership team, strategic planning and advancing growth objectives. Performance that qualified for an award at the threshold level was expected in normal operating circumstances, performance that qualified for an award at the target level was believed to be achievable only with additional efforts and results and performance that qualified for an award at the breakthrough level was determined to be achievable only with extraordinary efforts and results. The result was performance achieved at 200%, 200% and 60% for Messrs. Adnani, Obara and Melbye, respectively.   Review of Executive Officer Performance   On an annual basis, the Compensation Committee reviews the overall compensation package for our executive officers and evaluates executive officer performance relative to performance goals. The Compensation Committee has the opportunity to meet with the executive officers at various times throughout the year, which assists the Compensation Committee in forming its own assessment of each individual’s performance. The executive officers are not present during voting or deliberations of the Compensation Committee relating to their compensation. The Compensation Committee submits its recommendations regarding executive compensation to the Board of Directors for approval.   In Fiscal 2023 the following milestones were attained by the Company as a result of the success of the executives meeting their performance goals:     ● 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;   129 Table of Contents     ● 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; and     ● 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)   The Company’s long-term incentive program (the “LTIP”) provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to shareholder value creation. In awarding long-term incentives, the Company compares its long-term incentive program to the Peer Group and evaluates such factors as the number of shares available for awards under the Company’s Stock Incentive Plan and the number of awards outstanding relative to the number of shares outstanding.   Each long-term incentive grant is based on the level of the position held and overall market competitiveness. The Compensation Committee takes into consideration previous grants when it considers new grants of equity awards. The Compensation Committee administers the granting of equity awards in accordance with our Stock Incentive Plan.   In Fiscal 2019 the Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors and implemented a performance based long-term incentive award structure to more closely align pay with future performance.   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. The PRSUs cliff vest and settle based on the achievement of the performance criteria at the end of 36 months. The number of PRSUs that may vest at the end of 36 months is contingent on the level of performance achieved and ranges from 0% to 200% of the PRSU target number of units. Regardless of the relative TSR performance of the Company versus the Global X Uranium ETF TSR, if the Company’s absolute share price is negative between the grant date and the 36 th month share price, the maximum number of PRSUs that can vest is capped at 100%.   130 Table of Contents   The following table summarizes the vesting schedule for outstanding PRSUs.   Measurement Period   Performance Criteria   Company TSR vs. ETF TSR   Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period   Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period Grant date to end   Three Year Relative Total   Greater than -2,500 bps   0%   0% of 36-month   Stockholder Return against   -2,500 bps   50%   50% period   Global X Uranium ETF   0 bps   100%   100%         2,500 bps   200%   100%   In 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” table.   The following table summarizes the LTIP grant mix for our executive officers for Fiscal 2023:   Name and Principal Position Performance Vesting PSOs (% of Granted Units) Performance Vesting PRSUs (% of Granted Units) Time Vesting RSUs (% of Granted Units) Amir Adnani President and Chief Executive Officer 16% 29% 55%         Pat Obara Secretary, Treasurer and Chief Financial Officer 16% 29% 55%         Scott Melbye Executive Vice President 16% 29% 55%   Other Non-Cash Compensation   The Company provides standard health benefits to its executive officers, including medical, dental and disability insurance.   The Company’s other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.   131 Table of Contents   Executive Compensation   Amir Adnani, President and Chief Executive Officer   During Fiscal 2023, Amir Adnani, through an executive services agreement with Amir Adnani Corp. (“Adnani Corp.”), a private company over which Mr. Adnani exercises control, was retained to provide certain services to the Company, and his direct and indirect compensation as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr. Adnani’s expertise to the Company.   As shown in the “Director Compensation” table below, Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company.   Scott Melbye, Executive Vice President   Scott Melbye is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr. Melbye’s expertise to the Company.   Pat Obara, Secretary, Treasurer and Chief Financial Officer   We appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer of the Company effective on October 29, 2015. Mr. Obara served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara is retained according to 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. Obara is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Mr. Obara’s expertise to the Company.   Retirement, Resignation or Termination Plans   Company executive officers with contracts for services have notice requirements which permit pay in lieu of notice.   Each of the Company’s executive services arrangements with Messrs. Melbye and Obara and Adnani Corp. contemplates the case of termination due to various provisions whereby the named executive officers will receive termination payments, as described below under the heading “Executive Services Agreements”.   Compensation and Risk   We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us. We have taken steps to ensure that our executive compensation program does not incentivize risk outside the Company’s risk appetite. Some of the key ways that we currently manage compensation risk are as follows:     ● appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program;     ● retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors;     ● our STIP has a cap on the total amount of payment any position may receive;     ● the use of performance based long-term incentive compensation to encourage a focus on long-term corporate performance;     ● disclosure of executive compensation to stakeholders;   132 Table of Contents     ● established a clawback policy applicable to all cash and equity incentive compensation; and     ● adoption of say-on-pay.   Clawback Policy   We adopted a Clawback Policy as an additional safeguard to mitigate compensation risks (the “Clawback Policy”). The Clawback Policy applies to all cash and equity incentive compensation and provides that the Board of Directors may seek reimbursement for compensation awarded to an executive in situations where: (i) payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company’s financial statements filed with any securities regulatory authority; (ii) the executive engaged in gross negligence, intentional misconduct or fraud that caused, or partially caused, the need for a restatement; or (iii) the incentive compensation would have been lower had the financial results been properly reported. Our Clawback Policy is available on the Company’s website at www.uraniumenergy.com.   Anti-Hedging and Anti-Pledging Policy   We adopted an Anti-Hedging and Anti-Pledging Policy (the “Anti-Hedging and Anti-Pledging Policy”). The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company; or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan. Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence. Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website at www.uraniumenergy.com.   Stock Ownership Guidelines   We adopted Stock Ownership Guidelines for our executive officers to further align the interests of our executive officers and stockholders (the “Stock Ownership Guidelines”). The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of the Company’s common stock equal to a multiple of their base compensation within five years of the executive officer’s first appointment to their role. The stock ownership requirement is three times (3x) base compensation for our President and Chief Executive Officer and one times (1x) base compensation for our other executive officers. The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 27, 2023.   Executive Officer Total Stock Ownership Total Value of Stock Owned (*) Stock Ownership Requirement Meets Stock Ownership Requirement Amir Adnani President and Chief Executive Officer 3,915,861 $17,033,995 $1,725,000 Yes Pat Obara Secretary, Treasurer and Chief Financial Officer 737,755 $3,209,234 $200,000 Yes Scott Melbye Executive Vice President 894,373 $3,890,523 $290,000 Yes   Note: (*)         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.   133 Table of Contents   Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation   As required by Section 14A of the Exchange Act, at our 2023 annual meeting of stockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation. This was our most recent stockholder advisory vote to approve named executive officer compensation. The proposal was approved by our stockholders, receiving approximately 95% of the vote of the stockholders present in person or represented by proxy and voting at the meeting. We considered this vote to be a ratification of our current executive compensation policies and decisions and, therefore, did not make any significant changes to our executive compensation policies and decisions based on the vote.   Compensation Committee Interlocks and Insider Participation   No person who served as a member of our Compensation Committee during Fiscal 2023 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC. Additionally, during Fiscal 2023, there were no Compensation Committee “interlocks”, which generally means that no executive officer of our Company served: (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director of our Company.   Compensation Committee Report   The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report. This report is provided by our independent directors, Vincent Della Volpe, David Kong and Gloria Ballesta, who comprise our Compensation Committee:   134 Table of Contents   Summary Compensation Table   The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers that earned in excess of $100,000 during the fiscal years ended July 31, 2023, 2022 and 2021 (each a “Named Executive Officer”):   Name and  Principal Position Year   Salary (1)     Bonus (2)     Stock Awards (3)     Option Awards (4)     Non-Equity Incentive Plan Compensation (5)     Non-Qualified Deferred Compensation Earnings     All Other Compensation     Total   Amir Adnani President and  Chief Executive Officer 2023   $ 478,000     $ -     $ 2,026,264  (6)     $ 240,516     $ 956,000     $ -     $ -     $ 3,700,780   2022     449,167       22,000       964,705  (7)       -       880,000       -       -       2,315,872   2021     440,000       300,000       895,553  (8)       -       -       -       -       1,635,553                                                                       Pat Obara (9) Secretary, Treasurer and Chief Financial Officer 2023     152,023       -       280,229  (6)       33,262       186,462       -       -       651,977   2022     156,877       7,087       201,820  (7)       -       150,011       -       -       515,795   2021     141,309       50,000       255,292  (8)       -       -       -       -       446,601                                                                       Scott Melbye Executive V ice President 2023     277,644       -       344,894  (6)       40,939       170,000       -       -       833,476   2022     263,862       12,500       264,893  (7)       -       150,000       -       -       691,255   2021     250,000       50,000       255,292  (8)       -       -       -       -       555,292     Notes: (1) These amounts represent fees paid by us to our Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below. For Fiscal 2021, these amounts include the following restitution payments: to Mr. Adnani: $71,507; to Mr. Obara: CAD$25,112; and to Mr. Melbye: $27,944. (2) For Fiscal 2022, these amounts represent discretionary bonuses paid in the fiscal year. (3) 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. 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: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. For Fiscal 2022, the grant date fair value of each RSU is $3.98 per share based on the most recent closing price of our common stock as of the grant date of July 29, 2022, and the grant date fair value of each PRSU is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%. For Fiscal 2021, the grant date fair value of each RSU is $2.15 per share based on the most recent closing price of our common stock as of the grant date of July 21, 2021, and the grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. (4) 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: $3.98; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.092991. (5) These amounts represent cash awards under our STIP. The payments for Fiscal 2023 and Fiscal 2022 were made after our year-end results were evaluated in August 2023 and August 2022, respectively. (6) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 31, 2023. (7) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 29, 2022. (8) This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 21, 2021. (9) For each of Fiscal 2023, 2022 and 2021, the Company paid Mr. Obara in Canadian currency. For the purpose of reporting the base compensation paid to Mr. Obara, the compensation was converted from Canadian currency to U.S. currency at the Bank of Canada rate for the years ended July 31 st .   135 Table of Contents   Grants of Plan Based Awards   We granted awards to the Named Executive Officers in Fiscal 2023, as follows:             Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares     All Other Option Awards: Number of Securities     Exercise Price of Option     Grant Date Fair Value of Stock and Option   Name   Award Type (1) Grant Date   Threshold ($)     Target ($)     Maximum ($)     Threshold     Target     Maximum     of Stock or Units     Underlying Options     Awards ($)     Awards ($)   Amir Adnani President and  Chief  Executive Officer   STIP August 1, 2022     167,300       334,600       956,000       -       -       -       -       -       -       -   PSO July 31, 2023     -       -       -       -       -       -       -       114,915       3.98       240,516   (3) RSU (6) July 31, 2023     -       -       -       -       -       -       397,692       -       -       1,320,337   (4) PRSU (6) July 31, 2023     -       -       -       105,449       210,897       421,795       -       -       -       705,926   (5)                                                                                         Pat Obara Secretary, Treasurer and Chief  Financial Officer   STIP August 1, 2022     36,127       72.254       186,462       -       -       -       -       -       -       -   PSO July 31, 2023     -       -       -       -       -       -       -       15,892       3.98       33,262   (3) RSU July 31, 2023     -       -       -       -       -       -       55,000       -       -       182,600   (4) PRSU July 31, 2023     -       -       -       14,584       29,167       58,333       -       -       -       97,629   (5)                                                                                         Scott Melbye Executive Vice President   STIP August 1, 2022     53,320       106,640       262,500       -       -       -       -       -       -       -   PSO July 31, 2023     -       -       -       -       -       -       -       19,560       3.98       40,939   (3) RSU July 31, 2023     -       -       -       -       -       -       67,692       -       -       224,737   (4)     PRSU July 31, 2023     -       -       -       17,949       35,897       71,795       -       -       -       120,156   (5)   Notes: (1) STIP – refers to awards under the Short-Term Incentive Plan; PSO – refers to performance stock options granted under our Stock Incentive Plan; RSU – refers to restricted stock units granted under our Stock Incentive Plan; and PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan. (2) These figures represent possible payouts pursuant to the STIP for Fiscal 2023. (3) 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: $3.98; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.092991. (4) 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. (5) The grant date fair value of each PRSU is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. (6) Indirectly held by the Named Executive Officer.   136 Table of Contents   Outstanding Equity Awards   The following table sets forth information as at July 31, 2023, relating to equity awards that have been granted to the Named Executive Officers:           Option Awards   Stock Awards   Name Award Type (1) Grant Date   Number of Securities Underlying Unexercised Options Exercisable (#)     Number of Securities Underlying Unexercised Options Unexercisable (#)     Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)     Market Value of Shares or Units of Stock That Have Not Vested ($) (3)     Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (4)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) (5)   Amir Adnani Option July 30, 2019     550,000       -       0.9421   July 30, 2029     -       -       -       -   President and Chief Executive Officer Option July 16, 2020     150,000       -       0.91   July 16, 2030     -       -       -       -   PSO July 16, 2020     850,000       -       1.10   July 16, 2030     -       -       -       -   PSO July 31, 2023     -       114,915       3.98   July 31, 2033     -       -       -       -   RSU July 21, 2021     -       -       -         78,489       282,560       -       -     RSU July 29, 2022     -       -       -         96,081       345,892       -       -     RSU (6) July 31, 2023     -       -       -         397,692       1,431,691       -       -     PRSU July 21, 2021     -       -       -         -       -       156,977       389,303     PRSU July 29, 2022     -       -       -         -       -       81,424       391,104     PRSU (6) July 31, 2023     -       -       -         -       -       210,897       705,926                                                                   Pat Obara Option July 30, 2019     200,000       -       0.9421   July 30, 2029     -       -       -       -   Secretary, Treasurer and Chief Financial Officer Option July 16, 2020     125,000       -       0.91   July 16, 2030     -       -       -       -   PSO July 16, 2020     250,000       -       1.10   July 16, 2030     -       -       -       -   PSO July 31, 2023     -       15,892       3.98   July 31, 2033     -       -       -       -   RSU July 21, 2021     -       -       -         22,375       80,550       -       -     RSU July 29, 2022     -       -       -         20,101       72,364       -       -     RSU July 31, 2023     -       -       -         55,000       198,000       -       -     PRSU July 21, 2021     -       -       -         -       -       44,749       110,978     PRSU July 29, 2022     -       -       -         -       -       17,034       81,819     PRSU July 31, 2023     -       -       -         -       -       29,167       97,629                                                                   Scott Melbye Option July 30, 2019     125,000       -       0.9421   July 30, 2029     -       -       -       -   Executive Vice President Option July 16, 2020     125,000       -       0.91   July 16, 2030     -       -       -       -   PSO July 16, 2020     225,000       -       1.10   July 16, 2030     -       -       -       -   PSO July 31, 2023     -       19,560       3.98   July 31, 2033     -       -       -       -   RSU July 21, 2021     -       -       -         22,375       80,550       -       -     RSU July 29, 2022     -       -       -         26,382       94,975       -       -     RSU July 31, 2023     -       -       -         67,692       243,691       -       -     PRSU July 21, 2021     -       -       -         -       -       44,749       110,978     PRSU July 29, 2022     -       -       -         -       -       22,358       107,392     PRSU July 31, 2023     -       -       -         -       -       35,897       120,156     Notes: (1) Option – refers to stock options granted under our Stock Incentive Plan; PSO – refers to performance stock options granted under our Stock Incentive Plan; RSU – refers to restricted stock units granted under our Stock Incentive Plan; and PRSU – refers to performance based restricted stock units granted under our Stock Incentive Plan. (2) 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. RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026. (3) The value shown is based on the closing price of our common stock of $3.60 per share on July 31, 2023. (4) 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. (5) The grant date fair value of each PRSU granted on July 21, 2021 is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. The grant date fair value of each PRSU granted on July 29, 2022 is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%. The grant date fair value of each PRSU granted on July 31, 2023 is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%.   137 Table of Contents   (6) Indirectly held by the Named Executive Officer. (7) Stock options granted on July 30, 2019 and July 16, 2020 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant. PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023. PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.   Option Exercises and Stock Vested   The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2023:       Option Awards     Stock Awards   Name   Number of Shares Acquired on Exercise     Value Realized on Exercise (1) ($)     Number of Shares Acquired on Vesting     Value Realized on Vesting (2) ($)   Amir Adnani, President and Chief Executive Officer     236,964       1,115,250       259,861       827,438   Pat Obara, Secretary, Treasurer and Chief Financial Officer     77,541       366,000       71,590       227,383   Scott Melbye, Executive Vice President     75,000       126,000       63,898       204,014     Notes: (1) This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option. (2) These amounts represent the number of RSUs vested multiplied by the closing price of our common stock on each of the vesting dates and is calculated before payment of any applicable withholding taxes.   No Pension Benefits   The Company does not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.   No Nonqualified Deferred Compensation   The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.   Director Compensation   Our 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 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:   Name (1)   Fees Earned Or Paid In Cash     Stock Awards (2)     Option Awards (3)     Non-Equity Incentive Plan Compensation     Non-Qualified Deferred Compensation Earnings     All Other Compensation     Total   Spencer Abraham   $ 157,500     $ 127,694     $ 127,876     $ -     $ -     $ -     $ 413,070   David Kong     23,474       51,078       51,151       -       -       -       125,703   Vincent Della Volpe     31,500       51,078       51,151       -       -       -       133,729   Ganpat Mani (4)     26,250       -       -       -       -       -       26,250   Gloria Ballesta     23,474       51,078       51,151       -       -       -       125,703   Trecia Canty (5)     11,768       51,078       51,151       -       -       -       113,997     Notes: (1) Information for Mr. Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report. (2) These amounts represent the grant date fair value of RSUs. 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.   138 Table of Contents   (3) These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on July 31, 2023: exercise price: $3.32; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.20. (4) Mr. Mani ceased serving as a director of the Company on July 20, 2023. (5) Ms. 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: Spencer Abraham: 127,967 stock options; Amir Adnani: 1,664,915 stock options including PSOs; David Kong: 213,995 stock options; Vincent Della Volpe: 210,954 stock options; Gloria Ballesta: 217,954 stock options; and Trecia Canty: 123,219 stock options.   Spencer Abraham has served as Chairman (non-executive) of our Board of Directors since March 2, 2017. Mr. Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017, and as Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is retained according to an appointment letter with our Company. 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. Abraham is more particularly described below under “Director Services Agreement”.   Amir Adnani serves as the Company’s Chief Executive Officer, President and a director. Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr. Adnani, he provides various consulting services to the Company. Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company. Mr. Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”.   In Fiscal 2023 David Kong, Vincent Della Volpe, Ganpat Mani, Gloria Ballesta and Trecia Canty served as independent directors of the Company. Mr. Kong serves as the Company’s lead independent director and as Chairperson of each of the Company’s Audit Committee and Sustainability Committee. Mr. Della Volpe serves as Chairperson of each of the Company’s Compensation Committee and Corporate Governance and Nominating Committee.   The Company’s independent directors are retained on a yearly basis for their services and are paid quarterly based on annual retainer fees. In Fiscal 2023 the annual retainer fees paid to our independent directors were as follows: David Kong: CAD$31,500 per year; Vincent Della Volpe: $31,500 per year; Ganpat Mani: $26,250 per year; Gloria Ballesta: CAD$31,500 per year; and Trecia Canty: $31,500 per year. Ms. Canty was appointed as a director of the Company on March 17, 2023. Mr. 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.   139 Table of Contents   Effective from August 1, 2023, the annual retainer fees paid to our non-executive directors are as follows:   Board Position Retainer Chairperson $170,000 Non-Executive Director $33,000 Audit Committee Chairperson $10,000 Committee Chairperson other than Audit (1) $5,000 Committee Members including the Chairperson (2) $5,000   Notes: (1) Committee Chairperson retainers applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee. (2) 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.   Pay Ratio   As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”; and the “CEO Pay Ratio”). For Fiscal 2023, our last completed fiscal year:     ● the median of the annual total compensation of all employees of our Company (other than our CEO) was $81,061; and     ● the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $3,700,780.   Based on this information, for Fiscal 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 46 to 1.   We believe our CEO Pay Ratio for Fiscal 2023 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance. The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 46 to 1 because our compensation philosophy aims to position the fixed portion of our CEO’s compensation near the 50 th percentile of his position per the review conducted by GGA. Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards the CEO a mix of compensation with a higher variable component (i.e., annual bonus, PSOs, RSUs and PRSUs) that is based upon individual performance. As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase shareholder value and improve corporate performance over the long term.   To identify the median of the annual total compensation of all our employees, we took the following steps:     ● we selected July 31, 2023 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations;     ● we determined that, as of July 31, 2023, our employee population consisted of approximately 82 individuals working for us and our consolidated subsidiaries, with approximately 52% of these individuals located in the United States, 31% in Canada and 17% in Paraguay. This population consisted of our full-time employees. We do not have part-time, temporary and seasonal employees;     ● to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2023 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2023. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year;   140 Table of Contents     ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2023;     ● no adjustments were made for cost-of-living differences;     ● an average exchange rate for the U.S. dollar for Fiscal 2023 was applied to compensation reported in a foreign currency; and     ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list.   Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $81,061. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included above.   The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.   141 Table of Contents   Executive Services Agreements   Adnani Executive Services Agreement   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”).   The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp. provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Adnani Agreement: (i) through Adnani Corp., Mr. Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer; and (ii) we shall pay to Adnani Corp. a monthly fee of $34,000. In consultation with the Compensation Committee and Board of Directors, effective on May 1, 2016, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis, from its original and stated amount to $30,600, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Compensation Committee to alter from time to time. Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis from its original and stated amount to $16,830. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Adnani Corp. was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on May 31, 2021 and again effective on March 1, 2022, the monthly fee payable to Adnani Corp. was increased to $36,666 and $38,500, respectively. Effective on August 1, 2022 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. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”); (iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr. Adnani’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”); and (iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”).   If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension.   If Adnani Corp. elects to terminate the Adnani Agreement for good reason (as defined therein) and including, without limitation, a material diminution of Mr. Adnani’s duties, a failure of the Company to deliver a written agreement to be entered into with any successor, assignee or transferee of the Company to assume and agree to perform the Adnani Agreement, a failure of the Company to pay remuneration or any other breach by the Company of a material provision of the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp. as follows: (i) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to one and one-half times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. over a period of 12 months from the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (iv) the Adnani Benefits Extension.   142 Table of Contents   If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp. is not entitled to a termination package of any kind.   The Adnani Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Adnani, in which case the Company shall be obligated to provide a termination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. or Mr. Adnani’s estate within 14 calendar days of the effective termination date; (ii) all Adnani Outstanding Expense Reimbursements; and (iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension.   Melbye Executive Employment Agreement   On December 15, 2014, our Board of Directors approved the entering into of an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017 (collectively, the “Melbye Agreement”).   The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr. Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Melbye Agreement: (i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (ii) we shall pay to Mr. Melbye a monthly fee of $20,833. In consultation with the Compensation Committee and Board of Directors, effective on May 1, 2016, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis, from its original and stated amount to $18,750. Effective on June 1, 2016, a portion of monthly fees were paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective on April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50. Effective on October 1, 2020 and again effective on May 31, 2021, the monthly fee payable to Mr. Melbye was reinstated to the levels in effect prior to April 1, 2020 and May 1, 2016, respectively. Effective on March 1, 2022, 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. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”); (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”); (iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”); (iv) subject to applicable provisions of the Melbye Agreement and the Company’s Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”); and (v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).   If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; (iv) the Melbye Options Extension; and (v) the Melbye Benefits Extension.   143 Table of Contents   If Mr. Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date.   If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (ii) all Melbye Outstanding Expense Reimbursements; and (iii) all Melbye Outstanding Vacation Pay.   The Melbye Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr. Melbye, in which case the Company shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (i) all Melbye Outstanding Fees and Bonuses; (ii) all Melbye Outstanding Expense Reimbursements; (iii) all Melbye Outstanding Vacation Pay; and (iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.   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: (i) Mr. 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; (iii) Mr. Obara is entitled to participate in the Company’s group benefits plan; and (iv) Mr. 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. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara to the effective termination date; (ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Obara to the effective termination date; (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; (iv) subject to applicable provisions of the Obara Employment 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; and (v) confirmation that all of Mr. Obara’s then benefits coverage would be covered until the effective termination date.   144 Table of Contents   Director Services Agreement   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, Mr. Abraham was appointed as non-executive Chairman of our Board of Directors and shall provide duties to us commensurate with his position. 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.   145 Table of Contents   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2023, by:     ● each person who is known by us to beneficially own more than 5% of our shares of common stock; and     ● each executive officer, each director and all of our directors and executive officers as a group.   The number of shares beneficially owned and the related percentages are based on 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.   Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership       Directors and Executive Officers:     Amir Adnani 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2 5,468,861 (2) 1.4% Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 701,159 (3) * David Kong 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2 330,804 (4) * Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 452,000 (5) * Trecia Canty 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 27,902 (6) * Gloria Ballesta 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2 268,852 (7) * Pat Obara 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2 1,312,755 (8) * Scott Melbye 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 1,369,373 (9) * All directors and executive officers as a group (8 persons) 9,931,742  (10) 2.6% Major Stockholders :     The Vanguard Group 100 Vanguard Blvd. Malvern, PA, U.S.A., 19355 21,010,864 (11) 5.4% BlackRock, Inc. 55 East 52nd Street New York, NY, U.S.A., 10055 24,050,662 (12) 6.2% MMCAP International Inc. SPC MM Asset Management Inc. c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands 19,720,259 (13) 5.1%   146 Table of Contents   Notes: * Less than one percent. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date hereof. As of September 27, 2023, there were 385,848,443 shares of common stock of the Company issued and outstanding. (2) This figure represents (i) 3,915,861 shares of our common stock, (ii) 3,000 shares of our common stock held of record by Mr. Adnani’s wife and (iii) stock options to purchase 1,550,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (3) This figure represents (i) 642,903 shares of our common stock and (ii) stock options to purchase 58,256 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (4) This figure represents (i) 147,835 shares of our common stock and (ii) stock options to purchase 183,005 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (5) 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. (6) 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. (7) 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. (8) This figure represents (i) 737,755 shares of our common stock and (ii) stock options to purchase 575,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (9) This figure represents (i) 894,373 shares of our common stock and (ii) stock options to purchase 475,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof. (10) This figure represents (i) 6,692,739 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. (11) This information is based on a Schedule 13G filed with the SEC by The Vanguard Group on February 9, 2023. (12) This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 1, 2023. (13) 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   We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control.   Item 13. Certain Relationships and Related Transactions, and Director Independence   Related Party Transactions   Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 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.   147 Table of Contents   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’ key committees: Audit Committee; Compensation Committee; Corporate Governance and Nominating Committee; or Sustainability Committee. Blender is an award-winning design agency and a leader of investor marketing in North America. Blender works with over 500 private and publicly traded companies on all major stock exchanges, including the NYSE, NASDAQ and TSX.   As of July 31, 2023 the amount owing to Blender totaled $Nil (July 31, 2022: $3,205). 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.  The Charter of the Audit Committee sets forth the Company’s written policy for the review of related party transactions.   Director Independence   The Board of Directors has determined that David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty each qualify as independent directors under the listing standards of the NYSE American.   Item 14. Principal Accounting Fees and Services   PricewaterhouseCoopers LLP has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2023 and 2022.  Aggregate fees for professional services rendered to us by our auditors for our last two years are set forth below:       Year Ended July 31, 2023     Year Ended July 31, 2022   Audit Fees   $ 628,720     $ 464,943   Audit Related Fees     -       -   Tax Fees     121,027       138,787   Total   $ 749,747     $ 603,730     Audit Fees.   Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.   Audit-Related Fees.   Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above.   Tax Fees.   Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.   Pre-Approval of Services by the Independent Auditor   The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the 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.     148 Table of Contents     PART IV   Item 15. Exhibits, Financial Statement Schedules   The following exhibits are filed with this Annual Report on Form 10-K:   Exhibit Number Description of Exhibit     2.1 Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated May 5, 2011, including the Concentric Disclosure Schedule pursuant thereto (15) 2.2 Amendment to Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated July 5, 2011.  (17) 2.3 Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S. à .r.l and Uranium Energy Corp., dated May 9, 2017 (43) 2.4 Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017 (44) 2.5 Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47) 2.6 Share Purchase Agreement between Uranium One Investments Inc. and Uranium Energy Corp., dated November 8, 2021 (60) 3.1 Articles of Incorporation, as amended (1) 3.1.1 Certificate of Amendment to Articles of Incorporation (2) 3.2 Bylaws, as amended (30) 4.1 Form of Indenture (27) 4.2 Form of Indenture (40) 4.3 Description of Registrant’s Securities † 4.4 Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated December 2, 2020   (75)( ‡ ) 4.5 Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated September 7, 2021   (75)( ‡ ) 4.6 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)(‡) 4.7 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)(‡) 10.1 Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc. (3) 10.2 Limited Liability Company Members’  Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.3 Limited Liability Company Operating Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp. (3) 10.4 Consulting Services Agreement between Uranium Energy Corp. and Obara Builders Ltd. (4) 10.5 Agreement to Purchase Assets between the Uranium Energy Corp. and Melvin O. Stairs, Jr. (5) 10.6 Option and Joint Venture Letter Agreement between Uran Limited and the Company dated January 14, 2009 (6) 10.7 Variation Agreement between Uran Limited and the Company dated May 28, 2009 (7) 10.8 Mineral Property Option and Joint Venture Agreement between the Company and Strategic Resources Inc. (8) 10.9 Further Amended and Restated Executive Services Agreement with Amir Adnani Corp. dated July 23, 2009 (9) 10.10 Further Amended and Restated Executive Services Agreement with Harry L. Anthony dated July 23, 2009 (9) 10.11 2009 Stock Incentive Plan (10) 10.12 Uranium Mining Lease dated October 6, 2004 (11) 10.13 Uranium Mining Lease dated August 24, 2005 (11) 10.14 Uranium Mining Lease dated August 24, 2005 (11) 10.15 Uranium Mining Lease dated October 6, 2004 (11) 10.16 Uranium Mining Lease dated December 19, 2005 (11) 10.17 Uranium Mining Lease dated April 9, 2007 (11) 10.18 Plant Site Surface Lease dated May 30, 2007 (30) 10.19 Uranium Mining Lease dated September 1, 2005 (30) 10.20 Uranium Mining Lease dated January 14, 2005 (30) 10.21 Uranium Mining Lease dated March 24, 2005 (30) 10.22 Uranium Mining Lease dated February 15, 2006 (30) 10.23 Uranium Mining Lease dated May 24, 2008 (30) 10.24 Uranium Mining Lease dated February 20, 2012 (30) 10.25 Uranium Mining Lease dated May 15, 2009 (30) 10.26 Uranium Mining Lease dated February 21, 2012 (30) 10.27 State Mining Lease dated July 6, 2011 (30) 10.28 Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated February 22, 2010 (12) 10.29 2009 Stock Incentive Plan, as amended on May 25, 2010 (13) 10.30 Executive Employment Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated January 5, 2011 (14)   149 Table of Contents   10.31 Share Exchange Agreement among Transandes Resources, Inc., Piedra Rica Mining S.A., UEC Paraguay Corp., and Uranium Energy Corp. dated May 11, 2011, including schedules attached thereto (16) 10.32 Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated October 25, 2011 (18) 10.33 Property Acquisition Agreement between Cooper Minerals, Inc. and Uranium Energy Corp. dated November 7, 2011 (19) 10.34 Amendment No. 1 to Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated February 28, 2012 (20) 10.35 Credit Agreement dated as of July 30, 2013 (21) 10.36 Form of Indemnification Agreement (22) 10.37 Engagement Letter, dated as of October 17, 2013, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (23) 10.38 Form of Securities Purchase Agreement, dated as of October 17, 2013 (23) 10.39 Form of Warrant Certificate related to Securities Purchase Agreement dated as of October 17, 2013 (23) 10.40 Form of Warrant Certificate with respect to 2,600,000 warrants issued by Uranium Energy Corp. pursuant to Credit Agreement dated July 30, 2013 (24) 10.41 2013 Stock Incentive Plan (25) 10.42 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013 (26) 10.43 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated July 24, 2013 (26) 10.44 Restated and Amended Executive Consulting Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated July 24, 2013 (26) 10.45 Controlled Equity Offering SM  Sales Agreement, dated December 31, 2013, between Uranium Energy Corp. and Cantor Fitzgerald & Co. (28) 10.46 Amended and Restated Credit Agreement dated March 13, 2014 (29) 10.47 2014 Stock Incentive Plan (31) 10.48 Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014 (32) 10.49 2015 Stock Incentive Plan (33) 10.50 Engagement Letter, dated as of June 22, 2015, by and between Uranium Energy Corp. and H.C. Wainwright & Co., LLC and amendment thereto dated June 23, 2015 (34) 10.51 Engagement Letter, dated as of June 24, 2015, among Uranium Energy Corp., Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation (34) 10.52 Form of Warrant (34) 10.53 Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp. and investors in the offering (34)   10.54 Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated August 13, 2015 (35) 10.55 Appointment Letter dated October 1, 2015 with Spencer Abraham † 10.56 Second Amended and Restated Credit Agreement dated February 9, 2016 (36) 10.57 Share Purchase and Option Agreement between CIC Resources Inc. and Uranium Energy Corp. dated March 4, 2016 (37) 10.58 Placement Agency Agreement, dated March 9, 2016, by and between Uranium Energy Corp., Dundee Securities Ltd., Dundee Securities Inc. and H.C. Wainwright & Co., LLC (38) 10.59 Form of Warrant (38) 10.60 Form of Securities Purchase Agreement, dated March 6, 2016, by and between Uranium Energy Corp. and investors in the offering (38) 10.61 2016 Stock Incentive Plan (39) 10.62 Underwriting Agreement, dated January 17, 2017, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC and Haywood Securities Inc. (41) 10.63 Form of Warrant (41) 10.64 Amendment to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated March 3, 2017 (42) 10.65 Amendment No. 2 to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated June 29, 2017 (46) 10.66 Form of Warrant Certificate with respect to 11,308,728 warrants issued by Uranium Energy Corp. pursuant to the Share Purchase Agreement dated May 9, 2017, as amended on August 7, 2017 (45) 10.67 Royalty Purchase Agreement between Uranium Energy Corp. and Uranium Royalty Corp., dated August 20, 2018 (49) 10.68 2018 Stock Incentive Plan (48) 10.69 Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP   (50) 10.70 Third Amended and Restated Credit Agreement dated December 5, 2018   (51) 10.71 Securities Exchange Agreement, dated March 14, 2019, as entered between the Company and each of Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust   (52) 10.72 At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited   (53) 10.73 2019 Stock Incentive Plan (54) 10.74 Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited   (55) 10.75 Underwriting Agreement, dated as of September 21, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC   (56) 10.76 Form of Warrant   (56) 10.77 Engagement Agreement, dated as of March 16, 2022, as amended on March 18, 2022, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities (USA) LLC and Roth Capital Partners, LLC (57) 10.78 Form of Securities Purchase Agreement, dated as of March 17, 2022, by and between Uranium Energy Corp. and the investors in the offering (57) 10.79 Engagement Agreement, dated as of April 5, 2022, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC. (58)   150 Table of Contents   10.80 Form of Securities Purchase Agreement, dated as of April 5, 2022, by and between Uranium Energy Corp. and the investors in the offering. (58) 10.81 At The Market Offering Agreement, dated May 14, 2022 by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, TD Securities (USA) Inc., Haywood Securities (USA) Inc., Roth Capital Partners, LLC, Eight Capital and BMO Capital Markets Corp. (59) 10.82 Settlement Agreement between Anfield Energy Inc. and Uranium Energy Corp., dated April 19, 2022 (63) 10.83 Property Swap Agreement between Anfield Energy Inc., ARH Wyoming Corp., Highbury Resources Inc. and Uranium Energy Corp., dated April 19, 2022 (63) 10.84 Arrangement Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated June 13, 2022 (64) 10.85 Form of Lock-up Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and certain Consenting Shareholders of UEX Corporation, dated June 13, 2022 (64) 10.86 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated June 23, 2022 (65) 10.87 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated August 5, 2022 (66) 10.88 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated August 15, 2022 (67) 10.89 Share Purchase and Sale Agreement between Rio Tinto Fer Et Titane Inc. and Uranium Energy Corp., dated October 11, 2022. (68) 21.1 Subsidiaries of Uranium Energy Corp. *  23.1 Consent of Independent Auditors, PricewaterhouseCoopers LLP  * 23.2 Consent of Benjamin J. Schiffer * 23.3 Consent of Western Water Consultants, Inc. * 23.4 Consent of Douglas L. Beahm * 23.5 Consent of Clyde L. Yancey * 23.6 Consent of BRS, Inc. * 23.7 Consent of Victor Fernandez-Crosa * 23.8 Consent of Christopher J. Hamel  * 23.9 Consent of James N. Gray  * 23.10 Consent of David A. Rhys  * 23.11 Consent of Nathan A. Barsi  * 23.12 Consent of Roger M. Lemaitre  * 23.13 Consent of Carl David Warren  * 23.14 Consent of SRK Consulting (UK) Limited  * 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) ** 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 ** 96.1 Technical Report Summary Mineral Resource Report Reno Creek Project Campbell County, WY, effective date December 31, 2021 (61) 96.2 Technical Report Summary Mineral Resource Report Wyoming Assets ISR Hub and Spoke Project, WY, USA, dated March 31, 2022 (62) 96.3 SK-1300 Technical Report Summary 2022 Technical Report on the Shea Creek Project, Saskatchewan; Effective Date: October 31, 2022  (69) 96.4 SK-1300 Technical Report Summary 2022 Technical Report on the Horseshoe-Raven Project, Saskatchewan; Effective Date: October 31, 2022  (70) 96.5 S-K 1300 Technical Report Summary 2022 Initial Assessment on the Workman Creek Project, Gila County, Arizona, USA; Effective Date: February 14, 2023  (72) 96.6 Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA, dated March 9, 2023  (73) 96.7 Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA, dated March 9, 2023  (73) 96.8 Amended S-K 1300 Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, dated March 9, 2023  (73) 96.9 Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023  (73) 96.10 S-K 1300 Technical Report on The Roughrider Uranium Project, Saskatchewan, Canada; Effective Date: April 25, 2023  (74) 99.1 2022 Sustainability Report  (71) 99.2 Notice to Holders of UEX Warrants under the Warrant Indenture dated December 2, 2020  (75) 99.3 Notice to Holders of UEX Warrants under the Warrant Indenture dated September 7, 2021  (75)     101.1NS Inline XBRL Instance Document     101.SCH Inline XBRL Taxonomy Extension Schema Document     101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document     101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document     101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document     101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   151 Table of Contents   Notes: * 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. (1) Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (2) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 9, 2006. (3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2007. (4) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 9, 2007. (5) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2007. (6) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 16, 2009. (7) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 2, 2009. (8) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 9, 2009. (9) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 27, 2009. (10) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 1, 2009. (11) Incorporated by reference to our Annual Report on Form 10-K/A filed with the SEC on April 21, 2010. (12) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2010. (13) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on February 7, 2011. (14) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 10, 2011. (15) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2011. (16) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2011. (17) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 11, 2011. (18) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 31, 2011. (19) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 8, 2011. (20) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 5, 2012. (21) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 5, 2013. (22) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 2, 2013. (23) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 23, 2013. (24) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on November 19, 2013. (25) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on November 21, 2013. (26) Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (27) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on December 27, 2013. (28) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 31, 2013. (29) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2014. (30) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2014. (31) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015. (32) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (33) Incorporated by reference to our Schedule 14A Definitive Proxy Statement filed with the SEC on June 19, 2015. (34) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 25, 2015. (35) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (36) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2016 (37) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (38) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (39) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 2, 2016. (40) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on January 5, 2017. (41) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2017. (42) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 9, 2017. (43) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 9, 2017. (44) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2017. (45) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on September 8, 2017. (46) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 16, 2017. (47) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2017. (48) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 15, 2018. (49) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on August 27, 2018. (50) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 1, 2018. (51) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 7, 2018. (52) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2019. (53) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 9, 2019. (54) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 12, 2019. (55) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2020. (56) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020. (57) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2021. (58) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 8, 2021. (59) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on May 17, 2021. (60) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 9, 2021. (61) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 8, 2022. (62) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 5, 2022. (63) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 13, 2022. (64) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 17, 2022. (65) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 17, 2022. (66) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2022. (67) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 15, 2022. (68) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 13, 2022. (69) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 11, 2023. (70) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 23, 2023. (71) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 13, 2023. (72) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 14, 2023. (73) Incorporated by reference to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 3, 2023. (74) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 1, 2023. (75) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2023.     152 Table of Contents     Item 16. Form 10-K Summary   None.   153 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED FINANCIAL STATEMENTS   July 31, 2023     Reports of Independent Registered Public Accounting Firms (Firm ID 271 )       Consolidated Balance Sheets       Consolidated Statements of Operations and Comprehensive Income (Loss)       Consolidated Statements of Cash Flows       Consolidated Statements of Stockholders ’ Equity       Notes to the Consolidated Financial Statements             F-1 Table of Contents       Report of Independent Registered Public Accounting Firm   To the Shareholders and Board of Directors of Uranium Energy Corp.   Opinions on the Financial Statements and Internal Control over Financial Reporting   We have audited the accompanying consolidated balance sheets of Uranium Energy Corp. and its subsidiaries (together, the Company) as of July 31, 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).   In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.   Basis for Opinions   The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.   Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.       PricewaterhouseCoopers LLP PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806, ca_vancouver_main_fax@pwc.com   “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.     F-2 Table of Contents       Definition and Limitations of Internal Control over Financial Reporting   A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.   Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   Critical Audit Matters   The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.   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. 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 are based on information prepared by qualified persons (management’s specialists).   F-3 Table of Contents       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 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’ findings.     /s/ PricewaterhouseCoopers LLP     Chartered Professional Accountants   Vancouver, Canada September 28, 2023   We have served as the Company’s auditor since 2020.   F-4 Table of Contents       URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS (Expressed in thousands of U.S. dollars)         Note(s)     July 31, 2023     July 31, 2022                           CURRENT ASSETS                       Cash and cash equivalents   10     $ 45,614     $ 32,536   Inventories   7       6,207       66,570   Prepaid expenses and deposits           2,682       2,871   Other current assets           702       214   TOTAL CURRENT ASSETS           55,205       102,191                           MINERAL RIGHTS AND PROPERTIES   8       565,560       181,948   PROPERTY, PLANT AND EQUIPMENT   9       19,728       20,234   RESTRICTED CASH   10       7,251       7,251   EQUITY-ACCOUNTED INVESTMENT   11       48,110       24,177   INVESTMENT IN EQUITY SECURITIES   12       38,656       14,834   OTHER NON-CURRENT ASSETS           3,079       3,612   TOTAL ASSETS         $ 737,589     $ 354,247                           CURRENT LIABILITIES                       Accounts payable and accrued liabilities   13     $ 10,525     $ 8,162   Asset retirement obligations - current   14       1,515     $ -   Other current liabilities           154       336   TOTAL CURRENT LIABILITIES           12,194       8,498                           ASSET RETIREMENT OBLIGATIONS   14       17,155       17,276   OTHER NON-CURRENT LIABILITIES           1,020       1,028   DERIVATIVE LIABILITIES   15       4,313       -   DEFERRED TAX LIABILITIES   22       71,080       536   TOTAL LIABILITIES           105,762       27,338                           STOCKHOLDERS' EQUITY                       Capital stock                       Common stock $ 0.001 par value: 750,000,000 shares authorized, 378,452,864 shares issued and outstanding (July 31, 2022 - 289,638,307 )   16       378       289   Additional paid-in capital           924,737       613,179   Accumulated deficit           ( 289,680 )     ( 286,373 ) Accumulated other comprehensive income           ( 3,608 )     ( 186 ) TOTAL EQUITY           631,827       326,909   TOTAL LIABILITIES AND EQUITY         $ 737,589     $ 354,247                           COMMITMENTS AND CONTINGENCIES   7, 14                   SUBSEQUENT EVENTS   24                     The accompanying notes are an integral part of these consolidated financial statements.   F-5 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Expressed in thousands of U.S. dollars, except per share data)               Year Ended July 31,       Note(s)     2023     2022     2021   SALES AND SERVICE REVENUE   18     $ 164,389     $ 23,161     $ -   COST OF SALES AND SERVICES   18       ( 114,719 )     ( 15,868 )     -   GROSS PROFIT           49,670       7,293       -                                   OPERATING COSTS                               Mineral property expenditures   8       18,620       10,154       4,479   General and administrative   20       20,064       15,026       12,640   Acquisition-related costs   5       -       3,444       -   Depreciation, amortization and accretion   8,9,14       2,007       1,379       393   Impairment loss on mineral properties   8       112       -       -   TOTAL OPERATING COSTS           40,803       30,003       17,512   INCOME (LOSS) FROM OPERATIONS           8,867       ( 22,710 )     ( 17,512 )                                 OTHER INCOME (EXPENSES)                               Interest expenses and finance costs           ( 805 )     ( 1,519 )     ( 2,880 ) Income (loss) from equity-accounted investment   11       ( 994 )     4,126       5,205   Debt receivable recovery   6       -       18,342       -   Gain on settlement of debt receivable   6       -       1,780       -   Gain on settlement of liabilities           428       -       286   Gain (loss) on disposition of assets           20       6,427       ( 2 ) Loss on revaluation of equity securities   19       ( 13,083 )     ( 1,351 )     -   Gain on revaluation of derivative liabilities   15       3,293       -       -   Other income (expenses)           ( 163 )     152       86   OTHER INCOME (EXPENSES)           ( 11,304 )     27,957       2,695   INCOME (LOSS) BEFORE INCOME TAXES           ( 2,437 )     5,247       ( 14,817 )                                 DEFERRED TAX RECOVERY (EXPENSE)   22       ( 870 )     5       4   NET INCOME (LOSS) FOR THE YEAR           ( 3,307 )     5,252       ( 14,813 )                                 OTHER COMPREHENSIVE (LOSS) INCOME                               Translation (loss) gain           ( 3,422 )     ( 679 )     613   TOTAL OTHER COMPREHENSIVE (LOSS) INCOME           ( 3,422 )     ( 679 )     613   TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR         $ ( 6,729 )   $ 4,573     $ ( 14,200 )                                 NET INCOME (LOSS) PER SHARE   21                           Basic         $ ( 0.01 )   $ 0.02     $ ( 0.07 ) Diluted         $ ( 0.01 )   $ 0.02     $ ( 0.07 )                                 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,                               Basic           364,789,621       271,019,472       210,295,992   Diluted           364,789,621       280,102,073       210,295,992     The accompanying notes are an integral part of these consolidated financial statements.   F-6 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of U.S. dollars)             Year Ended July 31       Note(s)     2023     2022     2021   NET CASH PROVIDED BY (USED IN):                                                               OPERATING ACTIVITIES                               Net income (loss) for the year         $ ( 3,307 )   $ 5,252     $ ( 14,813 ) Adjustments to reconcile net income (loss) to cash flows in operating activities                               Stock-based compensation   17       5,523       4,681       5,471   Depreciation, amortization and accretion   8,9,14       2,007       1,379       393   Amortization of long-term debt discount           -       525       1,376   Loss (income) from equity-accounted investment   11       994       ( 4,126 )     ( 5,205 ) Debt receivable recovery   6       -       ( 18,342 )     -   Gain on settlement of debt receivable   6       -       ( 1,780 )     -   (Gain) loss on disposition of assets           ( 20 )     ( 6,427 )     2   Impairment loss on mineral properties   8       112                   Loss on revaluation of equity securities   19       13,083       1,351       -   Gain on revaluation of derivative liabilities   15       ( 3,293 )     -       -   Gain on settlement of liabilities           ( 428 )     -       ( 286 ) Deferred tax recovery   22       868       ( 5 )     ( 4 ) Changes in operating assets and liabilities                               Inventories           60,363       ( 37,206 )     ( 28,961 ) Prepaid expenses and deposits           583       ( 1,398 )     ( 113 ) Other current assets           383       17       ( 6 ) Accounts payable and accrued liabilities           ( 4,353 )     3,262       669   Other liabilities           58       ( 170 )     7   NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           72,573       ( 52,987 )     ( 41,470 )                                 FINANCING ACTIVITIES                               Proceeds from share issuances, net of issuance costs   16       66,527       168,014       95,436   Repayments of long-term debt           -       ( 10,000 )     ( 10,000 ) Repayments of other loans           ( 66 )     ( 191 )     ( 145 ) Cash paid for withholding amounts on options, RSU and PRSU           ( 1,044 )     ( 557 )     ( 833 ) NET CASH PROVIDED BY FINANCING ACTIVITIES           65,417       157,266       84,458                                   INVESTING ACTIVITIES                               Net cash used in U1A Acquisition           -       ( 113,588 )     -   Acquisition of UEX, net of cash acquired   5       1,984       -       -   Acquisition of Roughrider   6       ( 82,117 )     -       -   Investment in mineral rights and properties           ( 101 )     ( 590 )     ( 80 ) Purchase of property, plant and equipment           ( 555 )     ( 620 )     ( 148 ) Capital contribution to equity-accounted investment   11       ( 1,415 )     -       -   Purchase of additional interest in equity-accounted investment           -       -       ( 3,397 ) Investment in term deposits           -       -       ( 10,000 ) Investment in equity securities   12       ( 47,192 )     ( 15,215 )     -   Proceeds from redemption of term deposits           -       -       10,000   Proceeds from debt receivable recovery   6       -       9,171       -   Proceeds from sale of equity security   12       4,590       9,980       -   Proceeds from disposition of assets           26       19       -   NET CASH USED IN INVESTING ACTIVITIES           ( 124,780 )     ( 110,843 )     ( 3,625 )                                 NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH           13,210       ( 6,564 )     39,363   FOREIGN EXCHANGE DIFFERENCE ON CASH           ( 132 )     -       -   CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR           39,787       46,351       6,988   CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR   10     $ 52,865     $ 39,787     $ 46,351     The accompanying notes are an integral part of these consolidated financial statements.   F-7 Table of Contents     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data)       Common Stock     Additional Paid-     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     in Capital     Deficit     Income (Loss)     Equity   Balance, July 31, 2022     289,638,307     $ 289     $ 613,179     $ ( 286,373 )   $ ( 186 )   $ 326,909   Common stock                                                 Issued under ATM offering, net of issuance costs     15,171,253       15       58,405       -       -       58,420   Issued upon vesting of RSUs and PRSUs     261,232       -       ( 645 )     -       -       ( 645 ) Issued upon exercise of stock options     2,351,544       3       152       -       -       155   Issued upon exercise of warrants     4,359,086       5       8,846       -       -       8,851   Issued for acquisition of UEX and Roughrider     66,359,126       66       239,447       -       -       239,513   Stock-based compensation                                                 Common stock issued for consulting services     53,407       -       218       -       -       218   Common stock issued under Stock Incentive Plan     258,909       -       945       -       -       945   Amortization of stock-based compensation     -       -       4,190       -       -       4,190   Net loss for the year     -       -       -       ( 3,307 )     -       ( 3,307 ) Other comprehensive loss     -       -       -       -       ( 3,422 )     ( 3,422 ) Balance, July 31, 2023     378,452,864     $ 378     $ 924,737     $ ( 289,680 )   $ ( 3,608 )   $ 631,827     The accompanying notes are an integral part of these consolidated financial statements.     URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY (Expressed in thousands of U.S. dollars, except share data)       Common Stock     Additional Paid-     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     in Capital     Obligation     Deficit     Income (Loss)     Equity   Balance, July 31, 2020     184,635,870     $ 185     $ 341,059     $ 104     $ ( 276,812 )   $ ( 120 )   $ 64,416   Common stock                                                         Issued under direct offerings, net of issuance costs     26,136,364       26       52,515       -       -       -       52,541   Issued under ATM offering, net of issuance costs     15,934,606       16       35,219       -       -       -       35,235   Issued as anniversary fees for credit facility     1,249,039       1       1,169       -       -       -       1,170   Issued (accrued) upon vesting of RSUs and PRSUs     536,361       1       ( 1,255 )     256       -       -       ( 998 ) Issued upon exercise of stock options     3,326,255       3       1,913       -       -       -       1,916   Issued upon exercise of warrants     3,692,865       4       3,585       -       -       -       3,589   Stock-based compensation                                                         Common stock issued for consulting services     312,302       -       953       -       -       -       953   Common stock issued under Stock Incentive Plan     973,204       1       1,593       -       -       -       1,594   Amortization of stock-based compensation     -       -       3,260       -       -       -       3,260   Warrants                                                         Issued in connection with ATM offering     -       -       1,518       -       -       -       1,518   Issued in connection with a direct offering as issuance costs     -       -       461       -       -       -       461   Net loss for the year     -       -       -       -       ( 14,813 )     -       ( 14,813 ) Other comprehensive income     -       -       -       -       -       613       613   Balance, July 31, 2021     236,796,866       237       441,990       360       ( 291,625 )     493       151,455   Common stock                                                         Issued as anniversary fees for credit facility     161,594       -       600       -       -       -       600   Issued under ATM offering, net of issuance costs     47,507,536       48       163,707       -       -       -       163,755   Issued upon vesting of RSUs and PRSUs     628,803       -       ( 2,188 )     ( 360 )     -       -       ( 2,548 ) Issued upon exercise of stock options     2,152,095       2       932       -       -       -       934   Issued upon exercise of warrants     1,771,869       2       3,323       -       -       -       3,325   Issued for acquisition of mineral properties     111,864       -       426       -       -       -       426   Stock-based compensation                                                         Common stock issued for consulting services     56,273       -       187       -       -       -       187   Common stock issued under Stock Incentive Plan     451,407       -       1,478       -       -       -       1,478   Amortization of stock-based compensation     -       -       2,724       -       -       -       2,724   Net income for the year     -       -       -       -       5,252       -       5,252   Other comprehensive loss     -       -       -       -       -       ( 679 )     ( 679 ) Balance, July 31, 2022     289,638,307     $ 289     $ 613,179     $ -     $ ( 286,373 )   $ ( 186 )   $ 326,909     The accompanying notes are an integral part of these consolidated financial statements.     F-8 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 1: NATURE OF OPERATIONS   Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and Paraguay.   As at July 31, 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.    Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.     NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation and Principles of Consolidation   These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in thousands of United States dollars. All inter-company transactions and balances have been eliminated upon consolidation.   Exploration Stage   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” ), through the completion of a “final” or “bankable” 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.   Since we commenced extraction of mineralized materials at our ISR Mines without having established proven or probable reserves, any mineralized materials established or extracted from our ISR Mines should not in any way be associated with having established or produced from proven or probable reserves.   In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves.  Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.   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.   F- 9 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   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. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of resource quantities and exploration potential, costs to produce and develop resources, revenues and operating expenses; (ii) appropriate discount rates; and (iii) expected future capital requirements (the “income valuation method”). The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (the “market valuation method”). The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (the “cost valuation method”). If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.   Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods.  Areas requiring significant judgements, estimates and assumptions include the valuation of acquired mineral rights and properties 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.  Actual results could differ significantly from those estimates and assumptions.   Foreign Currency Translation   The functional currency of our Company, including its subsidiaries, is the United States dollar, 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 Paraguay S.R.L. and Trier S.A. maintain their accounting records in their local currency, the Paraguayan Guarani. In accordance with ASC 830: Foreign Currency Matters, the financial statements of our subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period.   Cash and Cash Equivalents   Cash and cash equivalents consist of bank deposits and term deposits with an original maturity of three months or less.   Fair Value Measurement   Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).   The three levels of the fair value hierarchy are described below:     ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;     ● Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and     ● Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).   The financial instruments, including cash and cash equivalents, 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.     F- 10 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     Inventories   Inventories are comprised of supplies, work-in-progress and uranium concentrates (“U 3 O 8 ”) from production and purchased uranium concentrates from the market. Expenditures related to the extraction and processing of uranium concentrates and depreciation and depletion charges of extraction and processing plant and equipment are capitalized as work-in-progress and uranium concentrates from production. Costs of purchased uranium concentrates include the purchase price and other direct costs incurred during the purchase process.   Inventories are carried at the lower of cost or net realizable value and are charged to cost of sales using the average costing method.   Equity Investments   Investments in an entity in which our ownership is greater than 20% but less than 50%, 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. 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.   Additionally, we hold certain equity investments in entities that we do not have the ability to exercise significant influence. These equity investments represent our ownership interests in certain entities, and therefore meet the definition of an equity security under ASC 321 Investments – Equity Securities and are measured at fair value at each period end, with unrealized holding gains or losses recorded to earnings.   Other Non-Current Assets   Other non-current assets include future expenditures that we have paid in advance but will not receive benefits within one year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other non-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are also included in Other Non-Current Assets.   Mineral Rights   Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under S-K 1300, are established for that project.   Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. We have not established proven or probable reserves for any of our projects.   Databases   Expenditures relating to mineral property databases are capitalized upon acquisition while those developed internally are expensed as incurred. Mineral property databases are amortized using the straight-line method over a five -year period during which management believes these assets will contribute to our cash flows. Databases are included in Mineral Rights and Properties in our Consolidated Balance Sheets.   Property, Plant and Equipment   Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows:     ● Plant and processing facilities: 10 to 21 years;   ● Mining and logging equipment and vehicles: 5 to 10 years;   ● Computer equipment: 3 years;   ● Furniture and fixtures: 5 years; and   ● Buildings: 20 years.   Impairment of Long-Lived Assets   Long-lived assets including mineral rights and 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. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases in uranium prices; significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.   F- 11 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   Income Taxes   We account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. We provide a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.  We review the valuation allowance requirements on an annual basis based on projected future operations.     Restoration and Remediation Costs (Asset Retirement Obligations)   Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.   Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future. The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.   Long-Term Debt   Long-Term Debt is carried at amortized cost. Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the Long-Term Debt.   Leases   We determine if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 months are included in Other Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets.   Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment.   The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses. Short-term leases, which have an initial term of 12 months or less, are not recorded in our Consolidated Balance Sheets.   We have leases arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of our asset classes.   Revenue Recognition   Our revenues are primarily derived from the sale of U 3 O 8 that we purchased under our Physical Uranium Program.  The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery.  Ten days before the scheduled delivery date, the Company notifies the conversion facility with instructions for a title transfer to the customer. Revenue is recognized once a title transfer of the U 3 O 8 is confirmed by the conversion facility.   Stock-Based Compensation   We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants.  The fair value of stock options is determined using the Black-Scholes Valuation Model.  The fair value of restricted stock units (“RSU”s) is determined using the share price of the Company at the date of grant.  The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo Simulation Model.  Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis.  Forfeitures are accounted for as they occur.   The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts.   F- 12 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     Earnings (Loss) Per Common Share   Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share reflect the potential dilution of securities that could share in the earnings or loss of our Company. Dilutive securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations.   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.     NOTE 3: 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. dollars   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   0.00 %   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. dollars   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   0.00 %   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.   F- 13 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 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     5,830   Replacement options issued     4,026   Replacement warrants issued     8,903   Acquisition related costs     2,643   Total consideration   $ 192,673             Assets acquired and liabilities assumed         Cash and cash equivalents   $ 4,627   Prepaid expenses and deposits     159   Accounts receivable     892   Mineral rights and properties     208,008   Equity-accounted investment     24,502   Investment in equity securities     135   Other non-current assets     118   Total assets     238,441             Accounts payable and accrued liabilities     7,080   Other liabilities     111   Asset retirement obligations (Note 14)     211   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     ( 2,643 ) Acquisition of UEX, net of cash acquired   $ 1,984       NOTE 4: 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         Cash   $ 80,000   Fair value of 17,805,815 UEC shares issued at $ 3.60 per share     64,101   Acquisition related costs     2,117   Total consideration paid   $ 146,218             Assets acquired and liabilities assumed         Mineral rights and properties   $ 178,438   Total assets     178,438             Asset retirement obligations (Note 14)     445   Deferred tax liabilities     31,775   Total liabilities     32,220   Total net assets   $ 146,218     Cash flow on acquisition:   Cash paid   $ ( 80,000 ) Acquisition related costs     ( 2,117 ) Acquisition of Roughrider   $ ( 82,117 )   F- 14 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023      NOTE 5: ACQUISITION OF URANIUM ONE AMERICAS, INC.   On December 17, 2021, we completed the acquisition of all the issued and outstanding shares of Uranium One Americas, Inc. ( “U1A” ), a Nevada corporation, from Uranium One Investments Inc., a subsidiary of Uranium One Inc., for total cash consideration of $ 128,495 (the “U1A Acquisition”). Subsequent to the completion of the U1A Acquisition, we changed the name of U1A to UEC Wyoming Corp. (“UEC Wyoming”) and, in conjunction therewith, we also changed the name of U1A’s wholly-owned subsidiary, Uranium One USA Inc., a Delaware corporation, to UEC Uranium Corp.   The UEC Wyoming portfolio consists of the Irigaray Processing Facility, the Christensen Ranch Mine and the Ludeman, Antelope, Moore Ranch and Barge Projects located in Wyoming, which creates a Wyoming hub-and-spoke operation for the Company.   The U1A Acquisition was accounted for as a business combination with UEC identified as the acquirer. The Company’s judgement that the U1A Acquisition is a business combination is based on the Company’s assessment that substantially all the fair value of the assets are not concentrated in a single asset or group of similar assets. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair values at the acquisition date. In connection with the U1A Acquisition, we incurred acquisition-related costs of $ 3,444 , which were expensed in Fiscal 2022.   As of July 31, 2022, we had completed the analysis to assign fair values to all assets acquired and liabilities assumed and, therefore, the purchase price allocation for the U1A Acquisition is final.   The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the U1A Acquisition:   Consideration paid         Cash   $ 125,593   Working capital adjustment (1)     2,902   Total consideration paid   $ 128,495             Assets acquired and liabilities assumed         Cash & cash equivalents (1)     1,183   Prepaid expenses and deposits (1)     1,550   Other current assets (1)     73   Inventories (1)     192   Mineral rights and properties (2)     110,693   Property, plant and equipment (3)     13,004   Restricted cash     13,755   Debt receivable (4)     -   Other non-current assets (5)     1,613   Total assets     142,063             Accounts payable and accrued liabilities (1)     96   Other liabilities (5)     765   Asset retirement obligations (6)     12,707   Total liabilities     13,568   Total net assets   $ 128,495     Notes: ( 1 ) The working capital adjustment represents the working capital of U1A at the date of the U1A Acquisition, which was comprised of: (i) cash and cash equivalents of $1,183; (ii) prepaid expenses and deposits of $1,550; (iii) other current assets of $73; (iv) inventories of $192; and (v) accounts payable and accrued liabilities of $ 96 .  The fair value of these working capital items approximates their respective carrying values at the date of the acquisition. ( 2 ) The fair value of mineral rights and properties was determined using the discounted cash flow model (being the net present value of expected future cash flows).  Expected future cash flows are based on estimates of future uranium prices, production based on current estimates of recoverable mineral resources, future operating costs and capital expenditures and the discount rate.  The Company’s estimates of recoverable mineral resources are based on information prepared by qualified persons (management’s specialists). ( 3 ) The fair value of property, plant and equipment was determined using a replacement cost approach. ( 4 ) Other non-current assets included certain material and supply inventories classified as non-current and ROU assets associated with U1A’s operating leases. The fair value of long-term inventory was determined to approximate its carrying value. ROU assets and lease liabilities for operating leases are measured based on the present value of the future lease payments over the remaining lease terms at the acquisition date. ( 5 ) The fair value of asset retirement obligations was measured based on the expected costs and timing for final well closure, plant and equipment decommissioning and removal, and environmental remediation, which are discounted to present value using credit adjusted risk-free rates.   Since it has been consolidated from December 17, 2021, UEC Wyoming’s net income of $ 15,616 , primarily resulted from the recovery of the Anfield Debt, and operating costs of $ 4,206 were included in the Company’s consolidated statements of operations and comprehensive income for Fiscal 2022.     The following unaudited proforma financial information presents consolidated results assuming the U1A Acquisition occurred on August 1, 2020.       Year Ended July 31,       2022     2021   Sales and service revenue   $ 23,298     $ 192   Net income (loss) for the year     2,626       ( 21,945 )   F- 15 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 6: ANFIELD DEBT SETTLEMENT AND PROPERTY SWAP   In connection with the U1A Acquisition, we acquired certain indebtedness totaling $ 18,342 due from Anfield, which was owed to U1A prior to the closing of the U1A Acquisition (the “Anfield Debt”). We assigned a value of $Nil to the Anfield Debt net of the expected credit loss on the preliminary purchase price allocation given that the probability of the Anfield Debt being collectable was remote at December 17, 2021.   On April 19, 2022, we entered into a debt settlement agreement (the “Settlement Agreement”) and a property swap agreement (the “Swap Agreement”; and together with the Settlement Agreement, the “Anfield Agreements”) with Anfield to settle the Anfield Debt. Pursuant to the Anfield Agreements, the Anfield Debt was settled by the payment by Anfield to UEC of $ 9,171 in cash and the issuance by Anfield to UEC in units of Anfield (each, an “Anfield Unit”) with a deemed value of $ 9,171 , with each such Anfield Unit being comprised of one common share in the capital of Anfield (each, an “Anfield Common Share”) and one Anfield Common Share purchase warrant (each whole such warrant being an “Anfield Warrant”). Each Anfield Warrant entitles UEC to acquire one Anfield Common Share at a price of 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. Anfield Warrants were measured at US$0.03 per share using the Black-Sholes Valuation Model at the date of issuance with the following assumptions.   Expected Risk Free Interest Rate     2.93 % Annual Volatility     64.94 % Life in Years     4.94   Expected Annual Dividend Yield     0 %   Our investment in Anfield Common Shares and Anfield Warrants are accounted for as Investment in Equity Securities with changes in fair value charged to Unrealized Gain or Loss from Equity Securities on our consolidated statements of operations and comprehensive income.   Consequently,  we reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $ 18,342 on our consolidated statements of operations and comprehensive income in Fiscal 2022. The fair value of the cash and the Anfield Common Shares and Anfield Warrants totaled $ 20,122 , which exceeded the amounts of $18,342 previously written off at the date of U1A Acquisition by $ 1,780 . In accordance with ASC 326 Financial Instruments – Credit Loss, as amended by ASU 2019 - 04, expected recoveries of amounts previously written off and expected to be written off shall be included in the valuation account and shall not exceed the aggregate of amounts previously written off and expected to be written off by an entity. As a result, we recorded a gain of $ 1,780 on settlement of the Anfield Debt receivable on our consolidated statements of operations and comprehensive income 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 in Fiscal 2022.     NOTE 7: INVENTORIES   As at July 31, 2023 , we held 171,000  pounds of purchased uranium concentrate inventory.  Costs of inventory consisted of the following:       July 31, 2023     July 31, 2022   Material and supplies   $ 228     $ 232   Uranium concentrates from production     178       178   Purchased uranium inventories     5,801       66,160       $ 6,207     $ 66,570     As at July 31, 2023 , our uranium inventory purchase commitments over the next five fiscal years are as the follows:       Purchase Commitments in Pounds     Total Purchase Price   Fiscal 2024     995,000     $ 45,777   Fiscal 2025     600,000       23,120   Fiscal 2026     100,000       3,620   Total     1,695,000     $ 72,517     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  2023.  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 .   F- 16 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 8: MINERAL RIGHTS AND PROPERTIES   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:   Costs   United States     Canada     Paraguay     Total   Balance at July 31, 2022   $ 172,340     $ 982     $ 15,014     $ 188,336   Additions     100       386,562       -       386,662   Impact of foreign currency translation     -       ( 2,937 )     -       - 2,937   Balance at July 31, 2023     172,440       384,607       15,014       572,061                                     Accumulated Depletion, Amortization and Impairment   United States     Canada     Paraguay     Total   Balance at July 31, 2022     ( 6,388 )     -       -       ( 6,388 ) Additions     ( 1 )     -       -       ( 1 ) Impairment     -       ( 112 )     -       ( 112 ) Balance at July 31, 2023     ( 6,389 )     ( 112 )     -       ( 6,501 )                                   Carrying Value                                 Balance at July 31, 2022   $ 165,952     $ 982     $ 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. We have established the existence of mineralized materials for certain uranium projects, including our ISR Mines. Since we commenced uranium extraction at our ISR Mines without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.   The details of mineral property expenditures are as follows:       Year Ended July 31,       2023     2022     2021   Permitting and compliance   $ 396     $ 676     $ 203   Property maintenance     3,608       2,635       1,493   Exploration     9,308       2,582       1,751   Development     1,749       1,995       108   Production readiness     3,559       2,266       924   Total   $ 18,620     $ 10,154     $ 4,479       NOTE 9: PROPERTY, PLANT AND EQUIPMENT   Property, plant and equipment consisted of the following:       July 31, 2023     July 31, 2022               Accumulated     Net Book             Accumulated     Net Book       Cost     Depreciation     Value     Cost     Depreciation     Value   Plant and Processing Facilities   $ 19,145     $ ( 1,998 )   $ 17,147     $ 18,964     $ ( 1,306 )   $ 17,658   Mining Equipment     2,915       ( 2,478 )     437       2,777       ( 2,382 )     395   Logging Equipment and Vehicles     2,799       ( 1,989 )     810       2,666       ( 1,851 )     815   Computer Equipment     306       ( 280 )     26       360       ( 313 )     47   Furniture and Fixtures     198       ( 180 )     18       190       ( 177 )     13   Buildings     297       ( 87 )     210       298       ( 72 )     226   Land     1,080       -       1,080       1,080       -       1,080       $ 26,740     $ ( 7,012 )   $ 19,728     $ 26,335     $ ( 6,101 )   $ 20,234     The depreciation expenses for year ended July 31, 2023 was $ 1,057  ( July 31, 2022:  $ 749 , July 31, 2021: $ 189 ).   F- 17 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 10: RESTRICTED CASH   Restricted cash includes cash and cash equivalents and money market funds as collateral for various bonds posted in favor of applicable state regulatory agencies in Arizona, Texas and Wyoming, and for estimated reclamation costs associated with our plants, processing facilities and various projects. Restricted cash will be released upon completion of reclamation of a mineral property or restructuring of a surety and collateral arrangement.   Restricted cash consisted of the following:       July 31, 2023     July 31, 2022   Balance, beginning of year   $ 7,251     $ 2,038   Restricted cash received from U1A Acquisition (Note 5)     -       13,755   (Release) addition of surety bond collateral     -       ( 8,550 ) Interest received     -       8   Balance, end of year   $ 7,251     $ 7,251     During Fiscal 2022, we received $ 8,550 as a result of the partial release of surety bond collateral related to the Christensen Ranch Mine and Irigaray Processing Facility.   Cash, cash equivalents and restricted cash are included in the following accounts:       July 31, 2023     July 31, 2022     July 31, 2021   Cash and cash equivalents   $ 45,614     $ 32,536     $ 44,313   Restricted cash     7,251       7,251       2,038   Total cash, cash equivalents and restricted cash   $ 52,865     $ 39,787     $ 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.    NOTE 11: EQUITY-ACCOUNTED INVESTMENT   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  2023 .  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 : $Nil ).   During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , the changes in carrying value of our equity-accounted investment are summarized as follows:   Balance, July 31, 2020   $ 11,515   Addition in URC     3,397   Share of income from URC     732   Gain on dilution of ownership interest in URC     4,473   Foreign exchange difference     613   Balance, July 31, 2021     20,730   Share of income from URC     153   Gain on dilution of ownership interest in URC     3,973   Foreign exchange difference     ( 679 ) Balance, July 31, 2022     24,177   Addition from UEX Acquisition - JCU     24,502   Capital contribution to JCU     1,415   Share of losses from URC and JCU     ( 1,648 ) Gain on dilution of ownership interest in URC     654   Foreign exchange difference     ( 990 ) Balance, July 31, 2023   $ 48,110     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.   F- 18 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 12: 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     5,781   Unrealized loss on revaluation of equity securities     ( 1,898 ) Balance, July 31, 2022     14,834   Transferred as consideration for UEX Acquisition (Note 3)     ( 5,830 ) Acquired from UEX Acquisition (Note 3)     135   Investment in public listed companies     47,192   Sale of investment in public listed companies     ( 4,590 ) Loss on revaluation of equity securities (Note 19)     ( 13,083 ) Foreign exchange difference     ( 2 ) Balance, July 31, 2023   $ 38,656        NOTE 13: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES   As at July 31, 2023 , accounts payable and accrued liabilities consisted of the following:       July 31, 2023     July 31, 2022   Trade payables   $ 5,576     $ 2,019   Accrued purchases     1,763       1,497   Accrued payroll liabilities     2,482       3,946   Liabilities assumed from prior acquisitions     704       700       $ 10,525     $ 8,162       NOTE 14: 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, 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     July 31, 2022   Balance, beginning of year   $ 17,276     $ 3,939   Accretion     949       630   Assumed from Roughrider Acquisition (Note 4)     445       -   Assumed from UEX Acquisition (Note 3)     211       -   Assumed from U1A Acquisition (Note 5)     -       12,707   Addition     14         Liabilities settled in cash     ( 220 )       Foreign exchange difference     ( 5 )     -   Balance, end of year   $ 18,670     $ 17,276     The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows:       July 31, 2023     July 31, 2022   Undiscounted amount of estimated cash flows   $ 29,064     $ 28,739                     Payable in years     1 to 23       1 to 23   Inflation rate     1.56 % to 5.32 %       1.56 % to 5.32 %   Discount rate     3.72 % to 6.35 %       3.72 % to 6.35 %     F- 19 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   The undiscounted amounts of estimated cash flows for the next five years and beyond are as follows:   Fiscal 2024   $ 1,515   Fiscal 2025     1,472   Fiscal 2026     2,489   Fiscal 2027     2,509   Fiscal 2028     1,990   Remaining balance     19,091       $ 29,066       NOTE 15: 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. dollars   2.44 4 to 3.36 36   Exercise Price in Canadian dollars   CAD$3.22 to CAD$4.44   Expected Risk Free Interest Rate   5.25 % Expected Volatility   64.43 % Expected Life in Years   1.11   Expected Dividend Yield   0.00 %   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)     8,903   Exercise of Replacement Warrants     ( 1,297 ) Change in fair value     ( 3,293 ) Balance, July 31, 2023   $ 4,313       NOTE 16: CAPITAL STOCK   Equity Financing   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 .   F- 20 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   Share Purchase Warrants   A continuity schedule of outstanding share purchase warrants as at July 31, 2023 , and the changes during the periods, is as follows:       Number of     Weighted Average       Warrants     Exercise Price   Balance, July 31, 2020     7,721,981     $ 2.03   Issued in connection with September 2020 Offering     6,833,333       1.80   Issued in connection with April 2021 Offering     181,818       4.13   Exercised     ( 8,240,505 )     1.99   Expired     ( 1,109,304 )     1.87   Balance, July 31, 2021     5,387,323       1.90   Exercised     ( 1,771,869 )     1.88   Balance, July 31, 2022     3,615,454       1.92   Issuance of Replacement Warrants (Note 3,15)     4,660,580       2.95   Exercised     ( 4,359,086 )     1.73   Expired     ( 59,918 )     1.80   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 Outstanding     Weighted Average Remaining Contractual Life (Years)   Expiry Date $ 3.27       3,675,212       1.11   September 7, 2024   4.13       181,818       2.68   April 5, 2026 $ 3.31       3,857,030       1.18       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.     NOTE 17: STOCK-BASED COMPENSATION   Stock Options   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.   The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions:       Year Ended July 31,       2023 (1)     2022     2021   Expected Risk Free Interest Rate     4.14 %     2.73 %     0.70 % Expected Volatility     79.43 %     78.75 %     72.57 % Expected Life in Years     4.90       4.96       5.00   Expected Dividend Yield     0 %     0 %     0 % Weighted-Average Grant Date Fair Value   $ 2.18     $ 2.45     $ 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.     F- 21 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 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 Options     Weighted Average Exercise Price   Balance, July 31, 2020     15,514,750     $ 1.13   Granted     959,588       2.21   Exercised     ( 4,705,005 )     1.09   Expired     ( 1,365,000 )     1.48   Balance, July 31, 2021     10,404,333       1.21   Granted     1,279,692       3.80   Exercised     ( 2,728,498 )     1.17   Expired     ( 75,000 )     2.50   Balance, July 31, 2022     8,880,527       1.58   Granted     3,507,004       2.46   Exercised     ( 3,995,897 )     1.63   Forfeited     ( 24,651 )     3.18   Expired     ( 40,000 )     1.53   Balance, July 31, 2023     8,326,983     $ 1.92     The table below sets forth the number of shares issued and cash received upon exercise of stock options:       Year Ended July 31,       2023     2022     2021   Number of Options Exercised on Cash Basis     365,537       872,580       1,734,127   Number of Options Exercised on Forfeiture Basis     3,630,360       1,855,918       2,970,878   Total Number of Options Exercised     3,995,897       2,728,498       4,705,005                             Number of Shares Issued on Cash Exercise     365,537       872,580       1,734,127   Number of Shares Issued on Forfeiture Basis     1,986,007       1,279,515       1,592,128   Total Number of Shares Issued Upon Exercise of Options     2,351,544       2,152,095       3,326,255                             Cash Received from Exercise of Stock Options   $ 553     $ 934     $ 1,916   Total Intrinsic Value of Options Exercised   $ 8,867     $ 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   Balance, July 31, 2020     6,797,471     $ 0.46   Granted     959,588       1.30   Vested     ( 3,865,852 )     0.47   Balance, July 31, 2021     3,891,207       0.66   Granted     1,279,692       2.45   Vested     ( 2,984,745 )     0.59   Balance, July 31, 2022     2,186,154       1.79   Issuance of Replacement Options (Note 3)     2,301,750       1.75   Granted     1,205,254       2.18   Forfeited     ( 24,651 )     2.00   Vested     ( 3,865,242 )     1.66   Balance, July 31, 2023     1,803,265     $ 2.28     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:       Options Outstanding     Options Exercisable   Range of Exercise   Outstanding at     Weighted Average     Weighted Average Remaining Contractual Term     Exercisable at     Weighted Average     Weighted Average Remaining Contractual Term   Prices   July 31, 2023     Exercise Price     (Years)     July 31, 2023     Exercise Price     (Years)   $0.80 to $0.99     3,513,999     $ 0.92       6.52       3,513,999     $ 0.92       6.52   $1.00 to $1.99     1,390,500       1.12       6.72       1,390,500       1.12       6.72   $2.00 to $2.99     868,189       2.23       7.85       865,689       2.22       7.85   $3.00 to $3.99     2,549,295       3.62       8.91       752,280       3.79       7.89   $4.00 to $4.23     5,000       4.23       9.23       1,250       4.23       9.23         8,326,983     $ 1.92       7.43       6,523,718     $ 1.47       6.90     F- 22 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   Restricted Stock Units   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.   A continuity schedule of outstanding RSUs as at July 31, 2023 , and the changes during the fiscal year end periods, is as follows:       Number of Restricted     Weighted Average       Stock Units     Grant Date Fair Value   Balance, July 31, 2020     1,615,000     $ 0.92   Granted     407,617       2.15   Vested     ( 1,025,005 )     0.91   Balance, July 31, 2021     997,612       1.42   Granted     346,790       4.03   Vested     ( 508,368 )     1.25   Balance, July 31, 2022     836,034       2.61   Granted     620,386       3.32   Vested     ( 464,985 )     2.02   Forfeited     ( 11,935 )     3.98   Balance, July 31, 2023     979,500     $ 3.32     A summary of outstanding unvested RSUs as at July 31, 2023 , is as follows:       Number of Restricted     Grant Date     Remaining Life     Aggregate Intrinsic   Grant Date   Stock Units     Fair Value     (Years)     Value   July 21, 2021     135,875     $ 2.15       0.98     $ 489   May 01, 2022     39,216       4.25       1.75       141   July 29, 2022     184,023       3.98       2.00       662   July 31, 2023     620,386       3.32       3.00       2,233         979,500     $ 3.32       2.48     $ 3,525     During Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts are as follows:       Year Ended July 31,       2023     2022     2021   Number of RSUs vested     464,985       508,368       1,025,005   Number of net RSU shares issued     261,232       267,681       536,361   Number of RSU shares forfeited as payments of withholding amount     203,753       240,687       488,644     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, 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 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. Depending on the TSR performance, the percentage eligible to vest at the end of the respective Measurement Period would range from 0 % to 200 % of the Target PRSUs for that Measurement Period. The vested PRSUs will accrue annually and will not settle until the end of the Performance Period. Each vested PRSU converts into one common share of the Company at the end of the Performance Period with no cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSUs as an equity-settled plan.   The fair values of the Target PRSUs granted were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions.       Year Ended July 31,               2023     2022     2021   Expected Risk Free Interest Rate     4.52 %     2.80 %     0.39 % Expected Volatility     84.56 %     90.90 %     78.03 % Expected Dividend Yield     0 %     0 %     0 % Expected Life in Years     3.00       3.00       3.00   Correlation     81.22 %     76.89 %     66.02 % Grant Price   $ 3.32     $ 3.98     $ 2.15   Grant Date Fair Value   $ 3.35     $ 4.80     $ 2.48         F- 23 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   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       PRSUs     Fair Value   Balance, July 31, 2020     757,501     $ 1.15   Granted     492,950       2.48   Balance, July 31, 2021     1,250,451       1.67   Granted     241,632       4.80   Vested     ( 757,501 )     1.15   Balance, July 31, 2022     734,582       3.24   Granted     551,923       3.35   Balance, July 31, 2023     1,286,505     $ 3.29     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   A summary of stock-based compensation expense for Fiscal 2023 , Fiscal 2022 and Fiscal 2021 , is as follows:       Year Ended July 31,       2023     2022     2021   Stock-Based Compensation for Consultants                         Common stock issued to consultants   $ 445     $ 770     $ 877   Amortization of stock option expenses     561       220       288         1,006       990       1,165   Stock-Based Compensation for Management                         Common stock issued to management     -       -       135   Amortization of stock option expenses     400       471       774   Amortization of RSU and PRSU expenses     1,370       1,035       1,215         1,770       1,506       2,124   Stock-Based Compensation for Employees                         Common stock issued to employees     888       1,187       1,200   Amortization of stock option expenses     1,727       960       982   Amortization of RSU expenses     132       38       -         2,747       2,185       2,182                                 $ 5,523     $ 4,681     $ 5,471       NOTE 18: SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES   The table below provides a breakdown of sales and service revenue and cost of sales and service revenue:       Year Ended July 31,       2023     2022     2021   Sales of purchased uranium inventory   $ 163,950     $ 22,946     $ -   Revenue from toll processing services     439       215       -   Total sales and service revenue   $ 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 )   $ ( 15,868 )   $ -     F- 24 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   The table below provides a breakdown of major customers:       Year Ended July 31,       2023     2022   Customer A     22 %     0 % Customer B     16 %     0 % Customer C     13 %     0 % Customer D     12 %     0 % Customer E     11 %     0 % Customer F     7 %     57 % Customer G     3 %     42 % Others     16 %     1 %       100 %     100 %     NOTE 19: FAIR VALUE LOSS ON EQUITY SECURITIES   Fair value loss on equity securities consisted for the following:       Year Ended July 31,       2023     2022     2021   Urealized loss from investment in Anfield shares   $ ( 2,214 )   $ ( 1,925 )   $ -   Urealized loss from investment in Anfield warrants     ( 1,048 )     ( 1,105 )     -   Unrealized gain from investment in UEX shares     -       1,132       -   Unrealized and realized gain (loss) from other public listed companies     ( 8,737 )     547       -   Realized loss from investment in UEX shares transferred as consideration for UEX Acquisition     ( 1,084 )     -       -   Total   $ ( 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.     NOTE 20: GENERAL AND ADMINISTRATIVE EXPENSES   The table below provides a breakdown of general and administrative expenses:       Year Ended July 31,       2023     2022     2021   Salaries and management fees   $ 5,168     $ 4,281     $ 2,417   Office, IR, communication, insurance and travel     6,801       4,501       3,765   Foreign exchange loss     71       317       95   Professional fees     2,609       1,387       952   Sub-total     14,649       10,486       7,229   Stock-based compensation     5,415       4,540       5,411   Total general and administrative expenses   $ 20,064     $ 15,026     $ 12,640       NOTE 21: NET INCOME (LOSS) PER SHARE   The following table reconciles the weighted average number of shares used in the computation of basic and diluted income (loss) per share for Fiscal 2023 , Fiscal 2022 and Fiscal 2021 :       Year Ended July 31,   Numerator   2023     2022     2021   Net Income (Loss) for the Year   $ ( 3,307 )   $ 5,252     $ ( 14,813 )                           Denominator                         Basic Weighted Average Number of Shares     364,789,621       271,019,472       210,295,992   Dilutive Effect of Stock Awards and Warrants     -       9,082,601       -   Diluted Weighted Average Number of Shares     364,789,621       280,102,073       210,295,992                             Net Income (Loss) Per Share - Basic   $ ( 0.01 )   $ 0.02     $ ( 0.07 ) Net Income (Loss) Per Share - Diluted   $ ( 0.01 )   $ 0.02     $ ( 0.07 )   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.   F- 25 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023     NOTE 22: INCOME TAXES   A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows:       Year Ended July 31,       2023     2022     2022   Federal income tax provision rate     21.00 %     21.00 %     21.00 % State income tax provision rate, net of federal income tax effect     2.89 %     2.95 %     0.83 % Total income tax provision rate     23.89 %     23.95 %     21.83 %   The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to our loss before income taxes.   The components of these differences are as follows:       Year Ended July 31,       2023     2022     2022   Income (Loss) before income taxes   $ ( 2,437 )   $ 5,247     $ ( 14,817 ) Corporate tax rate     23.89 %     23.95 %     21.83 % Expected tax expense (recovery)     ( 582 )     1,257       ( 3,235 ) Increase (decrease) resulting from                         Foreign tax rate differences     ( 83 )     158       77   Permanent differences     1,486       ( 326 )     ( 217 ) Prior year true-up     ( 464 )     6       ( 270 ) Change in state tax rate     ( 182 )     ( 460 )     ( 406 ) Foreign exchange rate differences     1,687       ( 4 )     ( 56 ) Other     1,138       188       163   Change in valuation allowance     ( 2,130 )     ( 824 )     3,940   Deferred tax expense (recovery)   $ 870     $ ( 5 )   $ ( 4 )   We have incurred taxable losses for all years since inception and, accordingly, no provision for current income tax has been recorded for the current or any prior fiscal years.   F- 26 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   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.   The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows:       Year Ended July 31,       2023     2022     2022   United States   $ 5,192     $ 6,054     $ ( 14,297 ) Canada     ( 6,720 )     268       94   Paraguay     ( 909 )     ( 1,075 )     ( 614 )     $ ( 2,437 )   $ 5,247     $ ( 14,817 )   The Company’s deferred tax assets (liabilities) are as follows:       July 31, 2023     July 31, 2022   Deferred tax assets (liabilities)                 Mineral properties   $ 2,191     $ 1,401   Exploration costs     1,774       1,875   Stock option expense     3,628       4,651   Depreciable property     1,115       1,078   Inventories     ( 3,909 )     ( 3,955 ) Asset retirement obligations     3,130       2,924   Other     ( 2,389 )     654   Section 163(j) interest expense carry forwards     4,160       2,040   Loss carry forwards     68,661       70,162         78,361       80,830   Valuation allowance     ( 78,361 )     ( 80,830 ) Deferred tax assets     -       -                     Deferred tax liabilities                 Mineral properties     ( 71,080 )     ( 536 ) Net deferred tax liabilities   $ ( 71,080 )   $ ( 536 )   As the criteria for recognizing deferred tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100 % has been recorded for the current and prior years.   The Company’s U.S. net operating loss carry-forwards expire as follows:   July 31, 2024   $ 2,519   July 31, 2025     4,831   July 31, 2026     8,461   July 31, 2027     6,907   July 31, 2028     11,777   Between July 31, 2009 and 2037     165,665   No expiry     90,364       $ 290,524     F- 27 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   For U.S. federal income tax purposes, a change in ownership under IRC Section 382 has occurred as a result of the Company’s acquisitions in prior years. When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation, which would be equal to the value of the acquired company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the change.   The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows:   July 31, 2027   $ 183   July 31, 2028     2,089   July 31, 2029     3,436   July 31, 2030     2,406   July 31, 2031     2,673   Remaining balance     35,161       $ 45,948        NOTE 23: 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.   The table below provides a breakdown of the Company’s long-term assets by geographic area:       July 31, 2023   Balance Sheet Items   United States     Canada     Paraguay     Total   Mineral Rights and Properties   $ 166,051     $ 384,495     $ 15,014     $ 565,560   Property, Plant and Equipment     19,221       145       362       19,728   Restricted Cash     7,251       -       -       7,251   Equity-Accounted Investment     -       48,110       -       48,110   Investment in Equity Securities     -       38,656       -       38,656   Other Non-Current Assets     2,965       114       -       3,079   Total Long-Term Assets   $ 195,488     $ 471,520     $ 15,376     $ 682,384         July 31, 2022   Balance Sheet Items   United States     Canada     Paraguay     Total   Mineral Rights and Properties   $ 165,952     $ 982     $ 15,014     $ 181,948   Property, Plant and Equipment     19,841       26       367       20,234   Restricted Cash     7,251       -       -       7,251   Equity-Accounted Investment     -       24,177       -       24,177   Investment in Equity Securities     -       14,834       -       14,834   Other Non-Current Assets     3,093       519       -       3,612   Total Long-Term Assets   $ 196,137     $ 40,538     $ 15,381     $ 252,056     F- 28 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated) July 31, 2023   The table below provides a breakdown of our operating results by geographic area. All intercompany transactions have been eliminated.       Year ended July 31, 2023   Statement of Operations   United States     Canada     Paraguay     Total   Sales and service revenue   $ 164,389     $ -     $ -     $ 164,389   Cost of sales and services     ( 114,719 )     -       -       ( 114,719 ) Gross profit     49,670       -       -       49,670                                     Operating Costs:                                 Mineral property expenditures     12,443       4,857       1,320       18,620   General and administrative     13,926       6,078       60       20,064   Acquisition-related costs     1,985       16       6       2,007   Depreciation, amortization and accretion     -       112       -       112   Total operating costs     28,354       11,063       1,386       40,803   Income (loss) from operations     21,316       ( 11,063 )     ( 1,386 )     8,867                                     Other income (expenses)     ( 1,343 )     ( 9,963 )     2       ( 11,304 ) Income (loss) before income taxes   $ 19,973     $ ( 21,026 )   $ ( 1,384 )   $ ( 2,437 )       Year ended July 31, 2022   Statement of Operations   United States     Canada     Paraguay     Total   Sales and service revenue   $ 23,161     $ -     $ -     $ 23,161   Cost of sales and services     ( 15,868 )     -       -       ( 15,868 ) Gross profit     7,293       -       -       7,293                                     Operating Costs:                                 Mineral property expenditures     8,870       5       1,279       10,154   General and administrative     10,755       4,226       45       15,026   Acquisition-related costs     3,444       -       -       3,444   Depreciation, amortization and accretion     1,358       16       5       1,379   Total operating costs     24,427       4,247       1,329       30,003   Income (loss) from operations     ( 17,134 )     ( 4,247 )     ( 1,329 )     ( 22,710 )                                   Other income (expenses)     4,959       22,994       4       27,957   Income (loss) before income taxes   $ ( 12,175 )   $ 18,747     $ ( 1,325 )   $ 5,247         Year ended July 31, 2021   Statement of Operations   United States     Canada     Paraguay     Total   Operating Costs:                                 Mineral property expenditures   $ 3,868     $ 8     $ 603     $ 4,479   General and administrative     9,699       2,894       47       12,640   Depreciation, amortization and accretion     373       17       3       393   Total operating costs     13,940       2,919       653       17,512   Loss from operations     ( 13,940 )     ( 2,919 )     ( 653 )     ( 17,512 )                                   Other income (expenses)     ( 2,571 )     5,259       7       2,695   Loss before income taxes   $ ( 16,511 )   $ 2,340     $ ( 646 )   $ ( 14,817 )   NOTE 24: SUBSEQUENT EVENT   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).    F-29 Table of Contents URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of U.S. dollars unless otherwise stated)   SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.     URANIUM ENERGY CORP.             By: /s/ Amir Adnani       Amir Adnani President, Chief Executive Officer       (Principal Executive Officer) and Director       Date: September 28, 2023.     Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.     By: /s/ Amir Adnani       Amir Adnani       President, Chief Executive Officer (Principal       Executive Officer) and Director       Date: September 28, 2023.       By: /s/ Pat Obara       Pat Obara       Chief Financial Officer (Principal Financial Officer       and Principal Accounting Officer)       Date: September 28, 2023.          By: /s/ Spencer Abraham       Spencer Abraham       Chairman and Director       Date: September 28, 2023.          By: /s/ Vincent Della Volpe       Vincent Della Volpe       Director       Date: September 28, 2023.          By: /s/ David Kong       David Kong       Director       Date: September 28, 2023.          By: /s/ Trecia Canty       Trecia Canty       Director       Date: September 28, 2023.          By: /s/ Gloria Ballesta       Gloria Ballesta       Director       Date: September 28, 2023.     154