What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-29 · 1344 added, 1495 removed, 1854 unchanged (60% of the section changed)

1 unchanged sentence

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. 

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).

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.

As at July 31, 2024, 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, 2024, the Company’s internal control over financial reporting was effective.

Changes in Internal Controls

1 unchanged sentence

Other Information

Not applicable.

During our fourth quarter ended July 31, 2024, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any “non-Rule 10b5 - 1 trading arrangement” as defined in Item 408 (c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

Spencer Abraham

Chairman and a director

Lead independent director

Chairman (non-executive) and a director

Vincent Della Volpe

2 unchanged sentences

Executive Vice President

Senior Vice President, U.S.

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.

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.

Amir Adnani is a founder of Uranium Energy Corp.

and has served as President, Chief Executive Officer and a director since January 2005.

Under his leadership, the Company has developed into the largest diversified North American focused uranium company with low-cost, environmentally friendly ISR uranium projects in the U.S.

and high-grade conventional projects in Canada.

In the U.S., UEC controls the largest portfolio of fully permitted ISR projects, anchored by two operational processing plants in Wyoming and Texas.

In Canada, UEC controls one of the largest portfolios of exploration and development holdings in the prolific Athabasca basin, including the world-class, 100% owned Roughrider Project.

Adnani has given a variety of presentations 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 CNBC, The Wall Street Journal, Bloomberg 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”

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

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

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

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 also a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.

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., the first and only publicly listed royalty company in the uranium sector.

Adnani is also a founder of Gold Royalty Corp., a publicly listed gold royalty company where he served as a director from November 2020 to March 2023.

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

Spencer Abraham .

6 unchanged sentences

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.

3 unchanged sentences

uranium mining sector, Mr.

Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters.

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

6 unchanged sentences

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.

OXY) from 2005 to May 2020, as the U.S.

Chairman of Areva Inc., the North American subsidiary of Areva, and on the boards of several other public and private companies.

Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University.

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

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.

David Kong has served on our Board of Directors since January 2011 and served as our lead independent director from June 2016 to May 2024.

Kong serves as Chairperson of our Audit Committee and is a member of our Compensation Committee, our Corporate Governance and Nominating Committee and our Sustainability Committee.

Kong has also served as a director of GoldMining Inc., a public company listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American, since October 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American, from November 2011 to September 2023, and as a director of New Pacific Metals Corp., a public company listed on the TSX and the NYSE American, from November 2010 to December 2022.

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

2 unchanged sentences

Vincent Della Volpe .

Vincent Della Volpe has served on our Board of Directors since July 2007.

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.

Vincent Della Volpe has served on our Board of Directors since July 2007 and also serves as Chairperson of our Compensation Committee and is a member of our Audit Committee and our Corporate Governance and Nominating Committee.

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 as Senior Vice President of the YMCA Retirement fund in New York.

Throughout his career, Mr.

2 unchanged sentences

Gloria Ballesta .

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

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

Gloria Ballesta has served on our Board of Directors since July 2018 and also serves as Chairperson of our Corporate Governance and Nominating Committee and is a member of our Audit Committee, our Compensation Committee and our Sustainability Committee.

Ballesta has served as the Chief Executive Officer of Camglo Management SAS, a private company providing software security solutions, since December 2023, and serves as a director of GoldMining Inc., a public company listed on the TSX and the NYSE American, since August 2010.

Ballesta served as the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, from January 2016 to December 2023.

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

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

Trecia Canty .

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

Trecia Canty has served on our Board of Directors since March 2023 and also serves as Chairperson of our Sustainability Committee.

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.

2 unchanged sentences

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

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

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

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

3 unchanged sentences

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.

Melbye is a 41-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations.

He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in supporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever-expanding needs.

As our Executive Vice President, Mr.

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

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

He also supported the global investor-relations efforts of the Chief Executive Officer during the time that Uranium One was publicly traded on the TSX.

Prior to this, Mr.

1 unchanged sentence

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).

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

in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona.

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

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

3 unchanged sentences

Melbye has provided expert testimony before the U.S.

House Oversight Committee on Department of Energy inventory dispositions, and the U.S.

House Oversight Committee on DOE inventory dispositions, and the U.S.

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

2 unchanged sentences

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

Brent Berg has served as our Senior Vice President, U.S.

Operations since March 2024.

Berg is a highly qualified mining and mineral processing professional with over 27 years of experience in the minerals industry, including more than 21 years in uranium production in the U.S.

Berg is the former President of Cameco Resources, where he led Cameco’s U.S.

uranium ISR operations in Wyoming and Nebraska.

This experience included management and oversight of Cameco’s ISR facilities and the successful start-up and operation of its North Butte satellite ISR operation in Wyoming.

Under his management, U.S.

production reached over 2.6 million pounds prior to Cameco curtailing production due to market conditions.

Berg also has extensive open pit and underground mining experience, including Cameco’s Key Lake, McArthur River and Rabbit Lake operations.

Most recently, Mr.

Berg was the President and Chief Executive Officer of Rare Element Resources Ltd., where he was responsible for overall day-to-day management and operation of that company, including its strategic, financial and operational leadership.

Berg is a Professional Engineer with a B.A.Sc.

in Regional Environmental Systems Engineering from the University of Regina and an MBA from the University of Regina.

Berg completed a Master of Legal Studies, Magna Cum Laude, from the University of Arizona, with a focus on mining law and policy.

Director Qualifications and Experience

2 unchanged sentences

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

mine operations;

mine development;

project development;

and mergers and acquisitions;

production, mine operations, mine development, exploration, project development and mergers and acquisitions;

bring an understanding of our business and oversight of strategy.

2 unchanged sentences

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

3 unchanged sentences

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 past professional experience in finance or accounting and a requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer or as another 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.

43 unchanged sentences

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.

Code of Conduct

We have adopted a Code of Conduct for Directors, Officers and Employees (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, officers and employees of the Company and sets forth high standards of business conduct applicable to each director, officer and employee.

As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

7 unchanged sentences

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.

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

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

Ballesta 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.

6 unchanged sentences

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.

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

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

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

Kong is the Chairperson of the Sustainability Committee.

Canty 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.

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.

1 unchanged sentence

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;

12 unchanged sentences

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.

Amir Adnani serves as our President and Chief Executive Officer and Spencer Abraham serves as our independent Chairman (non-executive).

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.

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

Insider Trading Arrangements and Policies

On November 20, 2023, the Board of Directors adopted an updated Insider Trading, Reporting and Blackout Policy (the “Insider Trading, Reporting and Blackout Policy”), which governs the purchase, sale and/or other dispositions of securities by directors, officers and employees of the Company and its subsidiary companies that are designed to promote compliance with insider trading laws and rules and regulations as part of the Company’s commitment to ethical and lawful business conduct.

A copy of the Insider Trading, Reporting and Blackout Policy is attached as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

7 unchanged sentences

The independence of the Compensation Committee members is re-assessed regularly by the Company.

The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

review and approve the Company’s compensation guidelines and structure;

review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

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

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

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

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

The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board of Directors for approval all compensation policies and compensation programs for the executive team.

Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans.

In Fiscal 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.

In Fiscal 2024 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:

GGA’s services in Fiscal 2024 included:

compensation philosophy validation;

peer group review;

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

executive compensation review and recommendations for our Chief Executive Officer, Chief Financial Officer, Executive Vice President and Senior Vice President, U.S.

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

director compensation review;

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

Fees paid for GGA’s services for our last two fiscal years were $43,417 and $70,461 for Fiscal 2022 and Fiscal 2023, respectively.

non-executive director compensation review;

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

Fees paid for GGA’s services for our last two fiscal years were $70,461 and $44,398 for Fiscal 2023 and Fiscal 2024, respectively.

The Compensation Committee reviews all fees and the terms of consulting services provided by GGA.

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.

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 awards.

NO executive retirement plans for any of our executives.

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

NO compensation or incentives that encourage unnecessary or excessive risk taking.

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

NO tax gross ups.

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

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

DO appoint a Compensation Committee comprised entirely of independent directors.

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

DO use an independent compensation consultant engaged by our Compensation Committee.

NO perquisites for executives.

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

In Fiscal 2024, with the recommendations put forth by GGA (the “GGA Recommendations”), the Compensation Committee maintained the following general principles in determining its executive and non-executive 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:

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

to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework;

to reward each executive based on individual and corporate performance and to incentivize such executives to drive the organization’s current growth and sustainability objectives.

The following key principles guide the Company’s overall compensation philosophy:

to reward each executive based on individual and corporate performance and to incentivize such executives to drive the Company’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;

6 unchanged sentences

In Fiscal 2024 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.

The Peer Group remained relatively consistent with the prior year and included uranium and precious metals mining and oil and gas companies, publicly traded on major Canadian and American exchanges, of similar size to the Company (0.25 to four times), primarily from a market capitalization perspective, but also considering other factors such as total assets.

The Company’s market capitalization was positioned slightly below 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 2024, with the GGA Recommendations, the Company’s compensation philosophy aimed to align both our executive officers’ and Board of Directors’ compensation around the median of the Peer Group.

At the time of the Peer Group review, the Company was positioned at the 46 th percentile on a market capitalization basis, and at the 37 th percentile on a total assets basis compared with the Peer Group.

In Fiscal 2024 the following companies were removed from or added to the Peer Group:

1 unchanged sentence

Added to the Peer Group

Global Atomic Corporation

Centrus Energy Corp.

Black Stone Minerals, L.P.

Coeur Mining, Inc.

IsoEnergy Ltd.

Cameco Corporation

enCore Energy Corp.

NACCO Industries, Inc.

Filo Mining Corp.

PolyMet Mining Corp.

Magnolia Oil & Gas Corporation

K92 Mining Inc.

Ur-Energy Inc.

NGEx Minerals Ltd.

Osisko Mining Inc.

Vital Energy, Inc.

Seabridge Gold Inc.

Torex Gold Resources Inc.

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

The peers removed from the Peer Group were linked to either the Company outgrowing on a size basis, or from an operations perspective tied to being less relevant to the Company’s operations.

The peers added to the Peer Group were approved on the merit of industry/sector relevance where the Company is directly competing for talent, operations and size.

Overall, 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 2024 the Peer Group was comprised of the following companies:

Centrus Energy Corp.

Energy Fuels Inc.

NexGen Energy Ltd.

Coeur Mining, Inc.

Filo Mining Corp.

Black Stone Minerals, L.P.

NGEx Minerals Ltd.

Cameco Corporation

Fission Uranium 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.

Vital Energy, Inc.

Denison Mines Corp.

Magnolia Oil & Gas Corporation

Energy Fuels Inc.

NexGen Energy Ltd.

Compensation Elements and Rationale

The Company’s executive compensation program consists of:

base compensation;

4 unchanged sentences

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.

Principal Position

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

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

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

Short-Term Incentive Awards

The short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve corporate objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the annual business plan.

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

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

The Company’s 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 Company’s annual business plan.

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

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

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

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

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

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

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

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

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

The following sets forth the Target Awards expressed as a percentage of base compensation along with the corresponding corporate performance weightings for Fiscal 2024 for the Company’s executive officers, other than Mr.

Berg joined the Company on March 21, 2024 and did not participate in the STIP.

Fiscal 2024 Target Award

Performance Weighting

Executive Officer

Corporate Performance

President and Chief Executive Officer

Secretary, Treasurer and

Chief Financial Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

4 unchanged sentences

In the first quarter of Fiscal 2024, 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.

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

The following sets forth the scorecard for Fiscal 2023.

At the end of Fiscal 2024, the Compensation Committee evaluated the performance achieved relative to the performance goals and metrics and assigned each of the executive officers an award at 200% of target.

The Compensation Committee and the Board of Directors exercised discretion to set the payouts awarded to Messrs.

Obara and Melbye to 180% and 140% of target, respectively, to factor the respective executive responsibilities and contributions at UEC throughout Fiscal 2024.

The following sets forth the performance scorecard for Fiscal 2024.

Performance Levels

Performance Metrics

Target Award)

1 unchanged sentence

Target Award)

S-K 1300 Reporting

Roughrider plus one TRS report

Roughrider plus two

Six TRS reports filed

Accretive Acquisitions

Increase resources with accretive acquisitions

Acquisitions:

 Completed

Operational Objectives

Wyoming - Approval of extraction restart

Texas - Increase resource estimates at Burke Hollow

Saskatchewan - Complete drilling program

Operational Objectives

Three of three

objectives completed

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

1 unchanged sentence

Balance Sheet

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

Texas Production Growth

Increase Hobson Capacity to four million pounds

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

Increase Hobson Capacity plus

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

Texas Production Growth:

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

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

Complete drilling at Irigaray

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

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

Measure GHG emissions at all Texas operations for Fiscal 2023

Measure GHG emissions at all Wyoming operations for Fiscal 2023

Measure GHG emissions at all Saskatchewan operations for Fiscal 2023

Two of four goals

Three of four goals

Four of four goals

goals completed

Promote high performing safe environments with no recordable injuries

Exceeded $70 million

Rating improvement average across ISS, Sustainalytics and MSCI

ESG Rating Improvement

Maintain ratings

grade/category

Letter grade/category

Promote high performing safe environments with no recordable injuries among full-time employees

Total Recordable Injury and Illness Incidence Rate

1 unchanged sentence

Rate below 3.2

Rate below 1.6 and no fatalities

Chief Executive Officer:

Exceeded Expectations

Individual Performance

Below Expectations

Met Expectations

Exceeded Expectations

Chief Financial Officer:

Exceeded Expectations

Individual Performance

Below Expectations

Met Expectations

Exceeded Expectations

Executive Vice President:

Met Expectations

Individual Performance

Below Expectations

Met Expectations

Exceeded Expectations

Met Expectations

Above Threshold

Rate below 1.6

and no fatalities

The following sets forth the STIP awards paid to our executive officers for Fiscal 2024.

Executive Officer

Fiscal 2024 Target Award

Fiscal 2023 STIP Payout

Executive Officer

President and Chief Executive Officer

Pat Obara (2)

Secretary, Treasurer and Chief Financial Officer

1 unchanged sentence

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 2024, 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.

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.

Operational Objectives:

The Compensation Committee selected this metric based on the belief that achieving operational objectives will advance the Company’s ability to restart uranium extraction at our Christensen Ranch Mine in Wyoming and will support additional extraction capacity.

This metric was weighted at 30%.

This metric required the Company to:

(i) approve extraction restart our Christensen Ranch Mine in Wyoming;

(ii) increase resource estimates at our Burke Hollow Project in Texas;

and (iii) complete a drilling program at our Roughrider Project in Saskatchewan.

The target level of performance required the Company to achieve any two of three operational objectives, the threshold level of performance required the Company to achieve any one operational objective and the breakthrough level of performance required the Company to achieve all of the three operational objectives.

The result was performance at 200%.

As of July 31, 2024, the Company had achieved all of its operational objectives.

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.

The Compensation Committee selected this metric based on the belief that strengthening the Company’s 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 was weighted at 50%.

$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.

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.

The result was performance at 200%.

As of July 31, 2024, the Company had liquid assets of approximately $329.5 million.

ESG Rating Improvement:

The Compensation Committee selected this metric to support the Company’s commitment to integrate sustainability into our core business operations and to create value for our stockholders by aligning sustainability with business growth.

This metric required the Company to achieve a rating average improvement across Institutional Shareholder Services, Inc.

(“ISS”), Sustainalytics and MSCI Inc.

This metric was weighted 10%.

The target level of performance required the Company to achieve an overall improvement in ESG ratings, the threshold level of performance required the Company to maintain existing ratings and the breakthrough level of performance required the Company to achieve a letter grade/category improvement in ESG ratings.

The result was performance at 200%.

As of July 31, 2024, the Company had achieved a letter grade/category improvement average in ESG ratings published by ISS and Sustainalytics and was awaiting a re-rate with MSCI.

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.

The Company’s IIR is calculated by multiplying the total number of 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.

This metric was weighted 10%.

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.

The result was performance at 200%.

The Company achieved an IIR of zero for Fiscal 2024, having no work-related fatalities, recordable injuries or illnesses among full-time employees at our operations.

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.

New for Fiscal 2024, the Compensation Committee adjusted the performance scorecard to be solely calculated on corporate performance.

Regardless of the scorecard being formulaic, the Compensation Committee retained the practice of reviewing our executive officer’s performance and contribution towards our corporate results.

The purpose of the executive officer performance evaluation is to support leadership and development feedback.

In Fiscal 2024 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;

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

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

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

Subsequent to Fiscal 2023:

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

we completed and filed a TRS report in accordance with S-K 1300 disclosing mineral resources and an economic assessment for our Alto Paraná titanium Project in Paraguay on November 13, 2023;

we announced our plans to restart uranium extraction in August 2024 at our Christensen Ranch Mine in Wyoming.

The recovered uranium will be processed at our Irigaray CPP with a current licensed capacity of 2.5 million pounds U 3 O 8 per year.

Our Irigaray CPP is the hub central to four fully permitted ISR projects in the Powder River Basin of Wyoming, including our Christensen Ranch Mine;

we made significant progress in advancing our sustainability program and published our sustainability report for Fiscal 2023;

we completed an initial drilling campaign at our Roughrider Project in the high-grade Eastern Athabasca Basin of Saskatchewan, Canada;

we completed and filed a TRS report in accordance with S-K 1300 in June 2024, increasing measured and indicated resources for our Burke Hollow Project in Texas from 2,324,000 lbs of U 3 O 8 to 6,155,000 lbs of U 3 O 8 and reporting inferred resources of 4,883,000 lbs of U 3 O 8 ;

we increased resource estimates at our Burke Hollow Project in Texas;

we achieved an upward trend in ESG ratings across various rating agencies including a leading uranium sector sustainability ranking with Morningstar Sustainalytics of 23.8 as at September 2, 2024 which placed the Company as the leading uranium mining company and in the top 5 th percentile of the Diversified Metals and Mining subindustry.

Subsequent to Fiscal 2024:

we completed the successful restart of uranium extraction at our Christensen Ranch Mine in Wyoming.

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.

2 unchanged sentences

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.

In each of Fiscals 2022, 2023 and 2024 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs.

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

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

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

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

The following table summarizes the vesting schedule for outstanding PRSUs.

4 unchanged sentences

Positive over the

Measurement Period

Multiplier if

1 unchanged sentence

Negative over the

Measurement Period

Grant date to end

3 unchanged sentences

Global X Uranium ETF

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

In Fiscal 2023 performance based long-term equity incentive plan awards were awarded to the executive officers in the form of PSOs.

The PSOs vest over 36 months.

The PSOs had a premium exercise price at the time of grant set at 20% above the fair market value of the Company’s stock price at the time of grant and have a ten year term to expiry.

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

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

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

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

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

In Fiscal 2024 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2024 due to market practice.

The long-term equity incentive plan awards awarded to our executive officers in Fiscal 2024 are more particularly described below in the “Grants of Plan Based Awards” table.

The following table summarizes the pay mix for our executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2024:

Name and Principal Position

Performance Vesting

(% of Granted Units)

Performance Vesting

(% of Granted Units)

President and Chief Executive Officer

Secretary, Treasurer and Chief Financial Officer

Executive Vice President

Non-Equity Incentive

Plan & Cash Bonus

(STIP & LTIP)

Amir Adnani, President and Chief Executive Officer

Pat Obara, Secretary, Treasurer and Chief Financial Officer

Scott Melbye, Executive Vice President

Brent Berg, Senior Vice President, U.S.

These amounts represent RSUs and PRSUs.

This amount represents a one-time sign-on bonus paid to Mr.

Other Non-Cash Compensation

The Company provides standard health benefits to its executive officers, including medical, dental and disability insurance.

The Company’s other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

Executive Compensation

Amir Adnani, President and Chief Executive Officer

During Fiscal 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.

During Fiscal 2024, Amir Adnani, through a services agreement with Amir Adnani Corp.

(“Adnani Corp.”), a private company over which Mr.

The Company’s compensation policy for Mr.

Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr.

Adnani’s expertise to the Company.

As shown in the “Director Compensation” table below, Mr.

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

Scott Melbye, Executive Vice President

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

The Company’s compensation policy for Mr.

Melbye is based on comparisons of other companies’

remunerations made to their Executive Vice Presidents and the value of Mr.

Melbye’s expertise to the Company.

The Company’s compensation policy for Mr.

Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr.

Melbye’s expertise to the Company.

Pat Obara, Secretary, Treasurer and Chief Financial Officer

1 unchanged sentence

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

Obara is retained according to 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.

Obara is retained according to an employment arrangement 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.

Brent Berg, Senior Vice President, U.S.

Brent Berg 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 under “Executive Services Agreements”.

The Company’s compensation policy for Mr.

Berg is based on comparisons of other companies’ remunerations made to their Senior Vice Presidents and the value of Mr.

Berg’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”.

Each of the Company’s executive services arrangements with Messrs.

Melbye, Obara and Berg 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 “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:

7 unchanged sentences

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.

On November 20, 2023, the Board of Directors adopted a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Clawback Policy”), with an effective date of November 20, 2023, in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and Section 811 of the NYSE American Company Guide (collectively, the “Final Clawback Rules”).

The Board has designated the Compensation Committee of the Board as the administrator of the Clawback Policy.

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers, as defined in Rule 10D-1 (“Covered Officers”), of the Company in the event that the Company is required to prepare an accounting restatement in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

We have filed our Clawback Policy as Exhibit 97.1 to this Annual Report on Form 10-K.

Timing of Stock Awards and Disclosure of Material Nonpublic Information

The Company does not follow a predetermined scheduled for granting stock-based compensation.

Typically, the Board of Directors and the Compensation Committee consider granting stock-based compensation on an annual basis in the last quarter of each fiscal year or for new hires around the hire date and outside of the filing of the Company’s Annual Report on Form 10-K and announcement of the financial results for that fiscal year end.

The granting of Awards under the Company’s Stock Incentive Plan is contingent on the Company’s performance.

The Board of Directors and the Compensation Committee review and approve these Awards.

They ensure that material nonpublic information (“MNPI”) is taken into account when determining the timing and terms of the Awards and, if MNPI is present, the Award will be deferred until such information has been publicly disclosed.

The Company does not time the disclosure of MNPI to influence the value of executive compensation.

All material information is disclosed promptly in accordance with SEC rules and regulations and the Company’s internal policies.

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.

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.

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

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

Our Stock Ownership Guidelines are available on the Company’s website at www.uraniumenergy.com .

The following table sets forth the total stock ownership and value thereof for each of our executive officers as of September 26, 2024.

2 unchanged sentences

Stock Owned (1)

Stock Ownership

Ownership Requirement

President and Chief Executive Officer

1 unchanged sentence

Executive Vice President

(*)         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.

Senior Vice President, U.S.

The total value of stock owned is based on the $5.0077 average closing price of our common stock for the 56 days preceding September 26, 2024.

Berg was appointed as an executive officer of the Company on March 21, 2024 and has until March 21, 2029 to meet his stock ownership guidelines.

As of July 31, 2024, and the filing date of this Annual Report, each of our directors and executive officers are in compliance with the Stock Ownership Guidelines.

Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation

5 unchanged sentences

No person who served as a member of our Compensation Committee during Fiscal 2024 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.

Additionally, during Fiscal 2024, 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 of Directors’ 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 of Directors’ 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

3 unchanged sentences

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 

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, 2024, 2023 and 2022 (each, a “Named Executive Officer”):

Principal Position

5 unchanged sentences

All Other Compensation

President and 

Chief Executive Officer

 (6)  

 (7)  

 (8)  

Pat Obara (8)

Secretary, Treasurer and Chief Financial Officer

 (6)  

 (7)  

 (8)  

Executive V ice President

 (6)  

 (7)  

 (8)  

Secretary, Treasurer and

Chief Financial Officer

Executive Vice President

Brent Berg (6)

Senior Vice President,

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

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

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

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

These amounts represent the aggregate grant date fair value of RSUs and PRSUs for the fiscal years noted.

For Fiscal 2024, the grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024, and the grant date fair value of each PRSU is $5.406646 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs.

31 unchanged sentences

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.

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

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

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

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

The payments for the fiscal years noted were made after our year-end results were evaluated in August 2024, 2023 and 2022, respectively.

These amounts represent discretionary bonuses paid in the fiscal year noted.

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

This amount represents a one-time sign-on bonus paid to Mr.

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

Obara in Canadian currency.

8 unchanged sentences

Equity Incentive Plan Awards

President and 

Executive Officer

Number of Securities

August 1, 2023

July 31, 2023

President and Chief

July 26, 2024

Executive Officer

July 26, 2024

Secretary, Treasurer and

Financial Officer

August 1, 2023

July 31, 2023

Secretary, Treasurer and

July 26, 2024

Chief Financial Officer

July 26, 2024

Executive Vice

August 1, 2023

July 26, 2024

Vice President

July 26, 2024

Brent Berg (5)

July 26, 2024

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

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

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

PRSU –

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

Senior Vice President,

July 26, 2024

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

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

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

These figures represent possible payouts pursuant to the STIP for Fiscal 2024.

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

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

exercise price:

expected risk free interest rate:

expected annual volatility:

expected life in years:

expected annual dividend yield:

and Black-Scholes value:

The grant date fair value of each RSU is $5.49 per share based on the most recent closing price of our common stock as of the grant date of July 26, 2024.

7 unchanged sentences

and correlation:

Indirectly held by the Named Executive Officer.

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

Outstanding Equity Awards

13 unchanged sentences

July 31, 2033

President and Chief Executive Officer

July 16, 2020

July 16, 2030

July 16, 2020

July 16, 2030

President and

July 29, 2022

Chief Executive

July 31, 2023

7 unchanged sentences

July 16, 2030

Secretary, Treasurer

and Chief Financial

Treasurer and

July 16, 2020

July 16, 2030

Chief Financial

July 31, 2023

8 unchanged sentences

July 30, 2029

Executive Vice

July 16, 2020

July 16, 2030

Vice President

July 16, 2020

8 unchanged sentences

July 26, 2024

Brent Berg (7)

March 21, 2024

March 21, 2034

July 26, 2024

President, U.S.

July 26, 2024

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

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

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

PRSU –

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

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

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

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

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

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

3 unchanged sentences

Represents unearned shares under target PRSUs granted on July 29, 2022, July 31, 2023 and July 26, 2024.

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

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

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

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

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

The PRSUs granted on July 26, 2024 cliff vest on July 26, 2027 depending on a three-year relative TSR performance.

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.

23 unchanged sentences

Indirectly held by the Named Executive Officer.

Berg was appointed as Senior Vice President, U.S.

Operations, of our Company effective on March 21, 2024.

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.

4 unchanged sentences

Option Awards

Number of Shares Acquired on Exercise

Number of Shares

Acquired on Exercise

Value Realized

2 unchanged sentences

Acquired on Vesting

Value Realized on Vesting (2) ($)

Value Realized

on Vesting (2) ($)

Amir Adnani, President and Chief Executive Officer

1 unchanged sentence

Scott Melbye, Executive Vice President

Brent Berg, Senior Vice President, U.S.

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

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

These amounts represent the number of RSUs and PRSUs vested multiplied by the closing price of our common stock on each of the vesting dates.

No Pension Benefits

8 unchanged sentences

The stock options vest over 24 months.

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

Fees Earned Or Paid In Cash

Option Awards (3)

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

Other Compensation

The following table sets forth information relating to compensation paid to our non-employee directors for Fiscal 2024:

Incentive Plan

Non-Qualified

Spencer Abraham

Vincent Della Volpe

Ganpat Mani (4)

Gloria Ballesta

Trecia Canty (5)

Information for Mr.

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

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

These amounts represent the grant date fair value of RSUs.

9 unchanged sentences

and Black-Scholes value:

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

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

As at July 31, 2024, our directors held stock options to acquire an aggregate of 1,057,122 shares of our common stock as follows:

11 unchanged sentences

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

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

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.

Abraham became an independent director in May of 2024.

In connection with his services as a director, Mr.

Abraham received directors’ fees of $14,166.67 per month.

The compensation paid to Mr.

Abraham is more particularly described below under “Director Services Agreement”.

Amir Adnani serves as the Company’s Chief Executive Officer, President and a director.

Abraham is more particularly described below under “Director Services Agreement”.

Amir Adnani serves as the Company’s Chief Executive Officer, President and a director.

Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Adnani Corp., controlled by Mr.

1 unchanged sentence

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

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

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

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

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

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

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

CAD$31,500 per year;

Vincent Della Volpe:

$31,500 per year;

$26,250 per year;

Gloria Ballesta:

CAD$31,500 per year;

and Trecia Canty:

$31,500 per year.

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

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

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

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

The value and form of equity compensation granted is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to directors of other companies in the industry.

Standard retainer amounts paid to directors, as well as any equity compensation is determined by the Company’s Compensation Committee and ratified by the Board of Directors.

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

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

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

In Fiscal 2024 Spencer Abraham, David Kong, Vincent Della Volpe, Gloria Ballesta and Trecia Canty served as independent directors of the Company.

Kong serves as Chairperson of the Company’s Audit Committee.

Della Volpe serves as Chairperson of the Company’s Compensation Committee.

Effective July 16, 2024, Ms.

Ballesta succeeded Mr.

Della Volpe as Chairperson of the Company’s Corporate Governance and Nominating Committee, and Ms.

Canty succeeded Mr.

Kong as Chairperson of the Company’s Sustainability Committee.

The following table sets forth the annual retainer fees paid to our non-executive directors in Fiscal 2024 and thereafter.

Board Position

Chairperson (non-executive)

Non-Executive Director

Audit Committee Chairperson

Committee Chairperson other than Audit (1)

Committee Members including the Chairperson (2)

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

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

Compensation Committee Chairperson

Corporate Governance and Nominating Committee Chairperson

Sustainability Committee Chairperson

Audit Committee Members including the Chairperson

Committee Members other than Audit including the Chairperson (1)

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

Each Committee Chairperson also receives the base Committee member retainer.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”;

and the “CEO Pay Ratio”).

In addition to such annual retainer fees, our non-executive directors may, from time to time, receive equity compensation, which is granted on a discretionary basis.

Standard retainer amounts paid to non-executive directors, as well as any equity compensation, is determined by the Company’s Compensation Committee and ratified by the Board of Directors.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 , 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 2024, 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;

the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $3,700,780.

the median of the annual total compensation of all employees of our Company (other than our CEO), including incentive based compensation, was $81,440;

the annual total compensation of our CEO, including incentive based compensation, as reported in the Summary Compensation Table above, was $5,365,453.

Based on this information, for Fiscal 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 66 to 1.

1 unchanged sentence

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.

The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 66 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 Peer Group 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, RSUs and PRSUs) that is based upon individual performance.

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

we selected July 31, 2024 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.

we determined that, as of July 31, 2024, our employee population consisted of approximately 93 individuals, excluding our CEO, working for us and our consolidated subsidiaries, with approximately 69% of these individuals located in the U.S., 27% in Canada and 4% in Paraguay.

This population consisted of our full-time employees.

7 unchanged sentences

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.

Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $81,440.

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.

Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Executive Services Agreements

Adnani Executive Services Agreement

On July 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”).

Adnani Services Agreement

On July 24, 2013, our Board of Directors approved the entering into of a services agreement with Adnani Corp.

with an initial term commencing retroactively on July 1, 2013, as supplemented by letter agreements dated August 1, 2015 and September 24, 2024 (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.

5 unchanged sentences

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.

6 unchanged sentences

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

Effective on August 1, 2024, the monthly fee has now been increased to $55,000.

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

1 unchanged sentence

(i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp.

rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp.

within 14 calendar days of the effective termination date;

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

to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”);

(iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr.

Adnani’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”);

and (iv) confirmation that all of Adnani Corp.’s and Mr.

Adnani’s then benefits coverage would be extended to Mr.

Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”).

to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”);

(iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Mr.

(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”);

and (v) confirmation that all other unvested LTIP compensation then granted vests and is exercisable in accordance with the terms of the Stock Incentive Plan (the “Adnani LTIP Vesting”).

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.

terminates the Adnani Agreement for just cause, for good reason or for good reason as a result of a change of control (each as also defined therein), and provided that Adnani Corp.

is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a termination package to Adnani Corp.

(i) a cash payment equating to an aggregate of 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;

1 unchanged sentence

(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.

(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.

(iv) the Adnani Benefits Extension;

and (iv) the Adnani LTIP Vesting.

If Adnani Corp.

3 unchanged sentences

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

Adnani’s estate as follows, provided that Adnani Corp.

is or was in compliance with the relevant terms and conditions of the Adnani Agreement:

(i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp.

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

(ii) all Adnani Outstanding Expense Reimbursements;

1 unchanged sentence

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.

4 unchanged sentences

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.

4 unchanged sentences

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

Effective on August 1, 2024, the monthly fee has now been increased to $27,916.67.

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

2 unchanged sentences

(i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”);

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

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”);

(iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr.

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”);

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

Melbye’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”);

Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”);

(iv) subject to applicable provisions of the Melbye Agreement and the Company’s then Stock Incentive Plan, all of Mr.

and (v) confirmation that all of Mr.

Melbye’s then benefits coverage would be extended to Mr.

Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).

Melbye’s then benefits coverage would be extended to Mr.

Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).

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

15 unchanged sentences

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.

7 unchanged sentences

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:

3 unchanged sentences

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

Obara Employment Arrangement

In Fiscal 2016 we effected an employment arrangement with Mr.

Obara (the “Obara Employment Arrangement”).

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

Obara (the “Obara Employment Arrangement”).

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

Pursuant to the terms of the Obara Employment Arrangement:

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

(ii) we currently pay to Mr.

Obara a monthly employment salary of $16,666.67;

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

Obara is entitled to four weeks’

paid vacation per year of employment.

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

Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr.

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

Obara is entitled to receive a monthly employment salary;

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

Obara is entitled to four weeks’ paid vacation per year of employment.

Effective on August 1, 2023, and again effective on August 1, 2024, the monthly employment salary payable to Mr.

Obara was increased to $16,666.67 and $19,166.67, respectively.

If the Company elects to not renew the Obara Employment Arrangement or if any party elects to terminate the Obara Employment Arrangement, Mr.

Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Mr.

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

Obara to the effective termination date;

3 unchanged sentences

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;

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

and (v) confirmation that all of Mr.

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

Berg Executive Employment Services Agreement

On February 6, 2024, our Board of Directors approved the entering into of an executive employment services agreement with Brent Berg, together with the Company’s wholly-owned subsidiary, UEC Wyoming, with an initial term commencing on March 21, 2024 and expiring on March 21, 2026 (the “Term” and, collectively, the “Berg Agreement”).

The Berg Agreement Term is subject to automatic renewal on a 90-day to 90-day renewal basis unless either the Company or Mr.

Berg provides written notice not to renew the Berg 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 Berg Agreement:

Berg provides various employment services to UEC Wyoming and the Company which are inclusive of his duties and responsibilities commensurate with his position as our Company’s Senior Vice-President, U.S.

Berg is entitled to (a) a gross monthly salary of $26,666.67 (the “Monthly Salary”);

representing $320,000 on a yearly basis (the “Annual Salary”);

(b) a yearly cash bonus (each, a “Bonus”) of up to 50% of his then Annual Salary based upon certain performance goals to be determined from year to year;

(c) a short-term incentive payment (each, a “STIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by the Board and the Compensation Committee from time to time;

(d) an initial incentive stock option to purchase up to an aggregate of $160,000 in common shares of the Company (which has been awarded);

(e) a long-term incentive payment (each, an “LTIP Bonus”) from 0% to up to 50% of his then Annual Salary based upon certain factors to be determined by the Board and the Compensation Committee from time to time;

(f) participation in all Company employee benefit and health insurance plans (each, a “Benefit”) at the Company’s cost;

and (g) five weeks of accrued vacation per calendar year (the “Vacation”).

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

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, the Company shall be obligated to provide a termination package to Mr.

Berg as follows:

(i) a cash payment equating to any outstanding Monthly Salary, Vacation pay and annual performance Bonus, STIP Bonus and LTIP Bonus entitlements (if any and calculated pro rata up to the effective termination date) earned by Mr.

Berg to the effective termination date (collectively, the “Outstanding Amounts”);

(ii) a cash payment equal to any Monthly Salary that would be due and owing to the end of, respectively, the then Term or renewal period of the Berg Agreement (the “Termination Amount”);

(iii) confirmation that all of Mr.

Berg’s then Benefits coverage would be extended for a period ending three months from the effective termination date (the “Benefits Extension”);

and (iv) subject to the applicable provisions of the Berg Agreement and the Company’s then Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

Berg shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of three months from the effective date of termination (the “Initial Options Extension”);

with all cash payments being due and owing within 30 days of the effective termination date.

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

Berg terminates the Berg Agreement for just cause, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package to Mr.

Berg as follows:

(i) a cash payment equal to all Outstanding Amounts to the effective termination date;

(ii) a cash payment equal to the Termination Amount to the effective date of termination;

(iii) confirmation of the Benefits Extension;

and (iv) confirmation of the Initial Options Extension;

with all cash payments being due and owing within 30 days of the effective termination date.

Berg elects to terminate the Berg Agreement, except for just cause, and provided that Mr.

Berg is in compliance with the relevant terms and conditions of the Berg Agreement, or if the Company elects to termination the Berg Agreement for just cause, then the Company shall only be obligated to provide Mr.

Berg a cash payment equal to all Outstanding Amounts to the effective termination date;

with the cash payment being due and owing within 30 days of the effective termination date.

The Berg Agreement will be deemed terminated on the 30 th calendar day following the death or disability of Mr.

Berg, in which case the Company shall be obligated to provide a termination package to Mr.

Berg’s estate as the case may be, as follows, provided that Mr.

Berg is or was in compliance with the relevant terms and conditions of the Berg Agreement:

(i) a cash payment equal to all Outstanding Amounts to the effective termination date;

(ii) if disabled only, confirmation of the Benefits Extension;

and (iii) subject to the applicable provisions of the Berg Agreement and the Company’s Stock Incentive Plan, and the rules of any then regulatory authority and stock exchange having jurisdiction over the Company, Mr.

Berg’s estate as the case may be, shall be entitled to then exercise any unexercised and the fully vested portion of any stock options for a period of one year from the effective termination date.

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”).

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.

Abraham agreed to provide various services to the Company.

In Fiscal 2024, 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.

Abraham was compensated at a rate of $14,166.67 per month for his services as a director of our Company.

All fees payable by the Company to Mr.

Abraham are considered directors' fees.

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

1 unchanged sentence

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

each executive officer, each director and all of our directors and executive officers as a group.

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

each Named 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 411,406,494 shares of common stock outstanding as of September 26, 2024.

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 26, 2024, 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.

19 unchanged sentences

Gloria Ballesta

1188 West Georgia Street, Suite 1830

1188 West Georgia Street, Suite 1830

Vancouver, British Columbia, Canada, V6E 4A2

5 unchanged sentences

1,469,551 (9)

500 North Shoreline Boulevard, Suite 800N

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

All directors and executive officers as a group

9,931,742 

Major Stockholders :

The Vanguard Group

100 Vanguard Blvd.

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

9,910,765 (11)

Name and Address of Beneficial Owner (1)

Amount and Nature of

Beneficial Ownership (1)

Percentage of

Beneficial Ownership

More than 5% Stockholders :

BlackRock, Inc.

55 East 52nd Street

50 Hudson Yards

New York, NY, U.S.A., 10001

29,529,945 (12)

Global X Management Company LLC

605 3rd Avenue, 43rd Floor

New York, NY, U.S.A., 10158

20,788,582 (13)

MMCAP International Inc.

5 unchanged sentences

26,529,712 (14)

State Street Corporation

1 Congress Street, Suite 1

Boston, MA, U.S.A., 02114

20,271,305 (15)

The Vanguard Group, Inc.

100 Vanguard Blvd.

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

22,222,813 (16)

Less than one percent.

5 unchanged sentences

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 26, 2024, there were 411,406,494 shares of common stock of the Company issued and outstanding.

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.

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.

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.

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

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

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

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.

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.

This figure represents (i) 5,222,667 shares of our common stock held directly or indirectly by Mr.

Adnani, (ii) 3,000 shares of our common stock held of record by Mr.

Adnani’s wife and (iii) stock options to purchase 38,305 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 676,524 shares of our common stock held directly by Mr.

Abraham and (ii) stock options to purchase 103,661 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 158,952 shares of our common stock held directly by Mr.

Kong and (ii) stock options to purchase 154,273 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 194,992 shares of our common stock held directly by Mr.

Della Volpe and (ii) stock options to purchase 201,232 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 5,128 shares of our common stock held directly by Ms.

Canty and (ii) stock options to purchase 88,497 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 90,232 shares of our common stock held directly by Ms.

Ballesta and (ii) stock options to purchase 208,232 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 853,217 shares of our common stock held directly by Mr.

Obara and (ii) stock options to purchase 430,297 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 988,031 shares of our common stock held directly by Mr.

Melbye and (ii) stock options to purchase 481,520 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 3,045 shares of our common stock held directly by Mr.

Berg and (ii) stock options to purchase 8,960 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 8,195,788 shares of our common stock and (ii) stock options to purchase 1,714,977 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

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

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

on February 1, 2023.

on January 26, 2024.

This information is based on a Schedule 13G filed with the SEC by Global X Management Company LLC on February 14, 2024.

This figure represents (i) 25,753,822 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.

This information is based on a Schedule 13G/A 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.

on February 13, 2024, which both having shared voting and dispositive power over such shares and warrants.

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

This information is based on a Schedule 13G/A filed with the SEC by State Street Corporation on January 25, 2024.

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

on February 13, 2024.

Changes in Control

4 unchanged sentences

During Fiscal 2024 and Fiscal 2023, the Company incurred $28,384 and $86,485, 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:

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

Audit Committee;

4 unchanged sentences

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:

As of July 31, 2024, the amount owing to Blender totaled $1,456 (July 31, 2023:

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.

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

Spencer Abraham became an independent director in May of 2024.

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:

PricewaterhouseCoopers LLP has served as our independent registered public accounting firm and audited our financial statements for the fiscal years ended July 31, 2024 and 2023.

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

July 31, 2024

3 unchanged sentences

Audit-Related Fees.

Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees”

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 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 is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor.

The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor.

The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, for Fiscal 2024.

15 unchanged sentences

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

Stock Purchase Agreement by and between Rio Tinto America Inc.

and UEC Sweetwater Corp., dated September 20, 2024) (83)

Articles of Incorporation, as amended (1)

3 unchanged sentences

Form of Indenture (40)

Description of Registrant’s Securities †

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

(75)( ‡

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

(75)( ‡

Description of Registrant’s Securities †

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated December 2, 2020 (75)( ‡ )

Warrant Indenture between UEX Corporation and Computershare Trust Company of Canada, dated September 7, 2021 (75)( ‡ )

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

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

First Supplemental Indenture between UEX Corporation, Uranium Energy Corp.

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

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

Limited Liability Company Members’

 Agreement of Cibola Resources LLC between Neutron Energy, Inc.

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

and Uranium Energy Corp.

61 unchanged sentences

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

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

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

and Cantor Fitzgerald & Co.

10 unchanged sentences

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

and investors in the offering (34)  

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

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

Appointment Letter dated October 1, 2015 with Spencer Abraham †

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

22 unchanged sentences

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

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

Third Amended and Restated Credit Agreement dated December 5, 2018  

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

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

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  

and Reno Creek Unit Trust (52)

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

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

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

2019 Stock Incentive Plan (54)

Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C.

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

Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited (55)

2020 Stock Incentive Plan (76)

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  

Form of Warrant  

Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC (56)

Form of Warrant (56)

2021 Stock Incentive Plan (77)

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

12 unchanged sentences

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

2022 Stock Incentive Plan (78)

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

10 unchanged sentences

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

At the Market Offering Agreement, dated November 16, 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, BMO Capital Markets Corp.

and Citigroup Global Markets Inc.

2023 Stock Incentive Plan (82)

Executive Employment Services Agreement between Uranium Energy Corp., UEC Wyoming Corp.

and Brent Berg, dated effective March 21, 2024 *

2024 Stock Incentive Plan *

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

and Amir Adnani Corp., dated September 26, 2024 *

Code of Ethics *

Insider Trading, Reporting and Blackout Policy *

Subsidiaries of Uranium Energy Corp.

Consent of Independent Auditors, PricewaterhouseCoopers LLP  *

Consent of Independent Auditors, PricewaterhouseCoopers LLP *

Consent of Benjamin J.

9 unchanged sentences

Consent of Roger M.

Lemaitre 

Consent of Carl David Warren 

Consent of SRK Consulting (UK) Limited 

Consent of Carl David Warren *

Consent of SRK Consulting (UK) Limited *

Consent of Collin William Rothonie, dated November 13, 2023 *

Consent of TZ Minerals International Pty Ltd., dated November 13, 2023 *

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

6 unchanged sentences

Effective Date:

October 31, 2022 

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

October 31, 2022 (69)

Amended S-K 1300 Technical Report Summary 2024 Technical Report on the Horseshoe-Raven Project, Saskatchewan;

Effective Date:

October 31, 2022 

March 1, 2024 (70)

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

Effective Date:

February 14, 2023 

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

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

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

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

February 14, 2023 (72)

Anderson Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Yavapai County, Arizona, USA, dated March 9, 2023 (73)

Yuty Uranium Project Initial Assessment US SEC Subpart 1300 Regulation S-K Report Paraguay, SA, dated March 9, 2023 (73)

Amended S-K 1300 Mineral Resource Report Texas Hub and Spoke ISR Project, TX USA, dated March 9, 2023 (73)

Amended S-K 1300 Mineral Resource Report Wyoming ISR Hub and Spoke Project, WY USA, dated March 9, 2023 (73)

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

Effective Date:

April 25, 2023 

2022 Sustainability Report 

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

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

April 25, 2023 (74)

SK-1300 Technical Report entitled “Technical Report Summary – Initial Assessment:

Alto Parana”, dated November 2023, for the Alto Parana Project located in Paraguay (79)

S-K 1300 Technical Report entitled “S-K 1300 Initial Assessment Texas Hub and Spoke ISR Project, USA”, dated June 10, 2024 (80)

Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation *

2023 Sustainability Report (71)

Inline XBRL Instance Document

9 unchanged sentences

Portions of this exhibit have been omitted.

Indicates a management contract or compensatory plan.

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

65 unchanged sentences

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

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

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

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

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

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

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

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

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

Incorporated by reference to our Amendment to our Annual Report on Form 10-K/A filed with the SEC on April 2, 2024.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2024.

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

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

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

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

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 27, 2020.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 14, 2022.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on July 19, 2023.

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

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 12, 2024.

Incorporated by reference to our Registration Statement on Form S-3ASR filed with the SEC on November 16, 2022.

Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on July 12, 2024.

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 23, 2024.

Form 10-K Summary

2 unchanged sentences

July 31, 2024

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  

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

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders ’ Equity

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

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).

and its subsidiaries (the Company) as of July 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2024 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.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2024, 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.

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

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

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

12 unchanged sentences

+1 604 806 7806, ca_vancouver_main_fax@pwc.com

“PwC”

refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

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.

3 unchanged sentences

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.

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

The principal considerations for our determination that performing procedures relating to the valuation of the mineral rights and properties and equity-accounted investment acquired as part of the net assets acquisition of UEX is a critical audit matter are:

(i) the significant judgment by management, including the use of management’s specialists, in determining the fair value of the mineral rights and properties and equity-accounted investment, which in turn led to (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the valuation of the mineral rights and properties and equity-accounted investment, including the price per pound of uranium and project resource estimates;

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

Assessment of impairment indicators of long-lived assets

As described in Note 2 to the consolidated financial statements, the carrying value of long-lived assets (consisting of mineral rights and properties and property, plant and equipment) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable (impairment indicators).

The carrying amounts of the Company’s mineral rights and properties and property, plant and equipment were $557.6 million and $20.5 million, respectively, as of July 31, 2024.

Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable giving rise to the requirement to conduct an impairment test.

Circumstances that could trigger an impairment test include:

(i) significant decreases in the market price of the asset, (ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties, and (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of long-lived assets is a critical audit matter are that there was significant judgment by management when assessing whether there were indicators of impairment related to the Company’s long-lived assets, specifically related to assessing whether there were:

(i) significant decreases in the market price of the assets, (ii) significant adverse changes in the business climate including significant decreases in uranium prices, or significant adverse changes in legal factors including material adverse changes related to the Company’s legal rights to its mineral rights and properties, and (iii) accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset.

This in turn led to a high degree of auditor judgment and subjectivity performing procedures to evaluate audit evidence relating to the significant judgment made by management in their assessment of any events or changes in circumstances that could give rise to the requirement to conduct an impairment test.

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 included testing the effectiveness of controls relating to management’s assessment of impairment indicators of long-lived assets.

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’

(i) assessing whether there were significant decreases in the market price of the assets by comparing the Company’s market capitalization to the carrying value of its net assets, (ii) evaluating whether there were significant adverse changes in the business climate including significant decreases in uranium prices by considering external market and industry data, and whether there were material adverse changes relating to the Company’s legal rights to its mineral rights and properties by obtaining evidence to support the mineral rights including inquiring with the Company’s legal counsel, and obtaining on a sample basis evidence to support the rights to the mineral properties, and (iii) evaluating whether there were accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, or other factors that may indicate that the carrying amounts of the long-lived asset may not be recoverable, through consideration of evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

September 26, 2024

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

URANIUM ENERGY CORP.

5 unchanged sentences

Cash and cash equivalents

$ 45,614  

$ 32,536  

66,570  

10 $ 87,533 $ 45,614

7 75,833 6,207

Prepaid expenses and deposits

Other current assets

Investment in equity securities

TOTAL CURRENT ASSETS

55,205  

102,191  

235,244 55,205

MINERAL RIGHTS AND PROPERTIES

565,560  

181,948  

8 557,583 565,560

PROPERTY, PLANT AND EQUIPMENT

19,728  

20,234  

9 20,465 19,728

RESTRICTED CASH

10 7,251 7,251

EQUITY-ACCOUNTED INVESTMENT

48,110  

24,177  

11 58,809 48,110

INVESTMENT IN EQUITY SECURITIES

38,656  

14,834  

12 6,533 38,656

OTHER NON-CURRENT ASSETS

$ 737,589  

$ 354,247  

$ 889,828 $ 737,589

CURRENT LIABILITIES

Accounts payable and accrued liabilities

$ 10,525  

$ 8,162  

13 $ 22,938 $ 10,525

Asset retirement obligations - current

14 2,953 1,515

Derivative liabilities

Other current liabilities

TOTAL CURRENT LIABILITIES

12,194  

29,222 12,194

ASSET RETIREMENT OBLIGATIONS

17,155  

17,276  

14 16,672 17,155

OTHER NON-CURRENT LIABILITIES

1 unchanged sentence

DEFERRED TAX LIABILITIES

71,080  

22 64,347 71,080

TOTAL LIABILITIES

105,762  

27,338  

111,715 105,762

STOCKHOLDERS' EQUITY

3 unchanged sentences

Additional paid-in capital

924,737  

613,179  

1,110,433 924,737

Accumulated deficit

( 289,680 )  

( 318,901 ) ( 289,680 )

Accumulated other comprehensive income

( 3,608 )  

631,827  

326,909  

( 13,829 ) ( 3,608 )

778,113 631,827

TOTAL LIABILITIES AND EQUITY

$ 737,589  

$ 354,247  

COMMITMENTS AND CONTINGENCIES

$ 889,828 $ 737,589

SUBSEQUENT EVENTS

6 unchanged sentences

SALES AND SERVICE REVENUE

18 $ 224 $ 164,389 $ 23,161

COST OF SALES AND SERVICES

18 ( 187 ) ( 114,719 ) ( 15,868 )

37 49,670 7,293

OPERATING COSTS

Mineral property expenditures

8 32,383 18,620 10,154

General and administrative

20 21,873 20,064 15,026

Acquisition-related costs

Depreciation, amortization and accretion

8,9,14 2,183 2,007 1,379

Impairment loss on mineral properties

TOTAL OPERATING COSTS

56,439 40,803 30,003

INCOME (LOSS) FROM OPERATIONS

( 56,402 ) 8,867 ( 22,710 )

OTHER INCOME (EXPENSES)

Interest expenses and finance costs

( 827 ) ( 805 ) ( 1,519 )

Income (loss) from equity-accounted investment

11 1,017 ( 994 ) 4,126

Debt receivable recovery

2 unchanged sentences

Gain (loss) on disposition of assets

Loss on revaluation of equity securities

Gain on revaluation of derivative liabilities

( 27 ) 20 6,427

Fair value gain (loss) on equity securities

19 27,505 ( 13,083 ) ( 1,351 )

Gain (loss) on revaluation of derivative liabilities

15 ( 8,226 ) 3,293 -

Interest income

Other income (expenses)

76 ( 513 ) 54

OTHER INCOME (EXPENSES)

22,147 ( 11,304 ) 27,957

INCOME (LOSS) BEFORE INCOME TAXES

( 34,255 ) ( 2,437 ) 5,247

DEFERRED TAX RECOVERY (EXPENSE)

22 5,034 ( 870 ) 5

NET INCOME (LOSS) FOR THE YEAR

OTHER COMPREHENSIVE (LOSS) INCOME

Translation (loss) gain

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

( 29,221 ) ( 3,307 ) 5,252

OTHER COMPREHENSIVE LOSS

Translation loss

( 10,221 ) ( 3,422 ) ( 679 )

TOTAL OTHER COMPREHENSIVE LOSS

( 10,221 ) ( 3,422 ) ( 679 )

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

$ ( 39,442 ) $ ( 6,729 ) $ 4,573

NET INCOME (LOSS) PER SHARE

$ ( 0.07 ) $ ( 0.01 ) $ 0.02

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

397,309,780 364,789,621 271,019,472

397,309,780 364,789,621 280,102,073

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

6 unchanged sentences

Net income (loss) for the year

$ ( 29,221 ) $ ( 3,307 ) $ 5,252

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

Stock-based compensation

17 5,172 5,523 4,681

Depreciation, amortization and accretion

8,9,14 2,183 2,007 1,379

Amortization of long-term debt discount

Loss (income) from equity-accounted investment

(Income) loss from equity-accounted investment

11 ( 1,017 ) 994 ( 4,126 )

Debt receivable recovery

6 - - ( 18,342 )

Gain on settlement of debt receivable

6 - - ( 1,780 )

(Gain) loss on disposition of assets

27 ( 20 ) ( 6,427 )

Impairment loss on mineral properties

Loss on revaluation of equity securities

Gain on revaluation of derivative liabilities

Fair value (gain) loss on equity securities

19 ( 27,505 ) 13,083 1,351

(Gain) loss on revaluation of derivative liabilities

15 8,226 ( 3,293 ) -

Gain on settlement of liabilities

Deferred tax recovery

Deferred tax expense (recovery)

22 ( 5,034 ) 870 ( 5 )

Changes in operating assets and liabilities

( 69,626 ) 60,363 ( 37,206 )

Prepaid expenses and deposits

( 69 ) 583 ( 1,398 )

Other current assets

Accounts payable and accrued liabilities

10,360 ( 4,355 ) 3,262

Other liabilities

22 58 ( 170 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

( 106,487 ) 72,573 ( 52,987 )

FINANCING ACTIVITIES

Proceeds from share issuances, net of issuance costs

16, 17 176,708 66,527 168,014

Repayments of long-term debt

- - ( 10,000 )

Repayments of other loans

Cash paid for withholding amounts on options, RSU and PRSU

- ( 66 ) ( 191 )

Payments for withholding of employee taxes related to options, Restricted Stock Units ("RSUs") and Performance Based Restricted Stock Units ("PRSUs")

( 3,632 ) ( 1,044 ) ( 557 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

173,076 65,417 157,266

INVESTING ACTIVITIES

Net cash used in U1A Acquisition

- - ( 113,588 )

Acquisition of UEX, net of cash acquired

Acquisition of Roughrider

4 - ( 82,117 ) -

Investment in mineral rights and properties

( 1,440 ) ( 101 ) ( 590 )

Purchase of property, plant and equipment

( 1,988 ) ( 555 ) ( 620 )

Capital contribution to equity-accounted investment

11 ( 2,876 ) ( 1,415 ) -

Purchase of additional interest in equity-accounted investment

Investment in term deposits

11 ( 9,238 ) - -

Investment in equity securities

Proceeds from redemption of term deposits

12 ( 12,115 ) ( 47,192 ) ( 15,215 )

Proceeds from debt receivable recovery

Proceeds from sale of equity security

12 3,008 4,590 9,980

Proceeds from disposition of assets

NET CASH USED IN INVESTING ACTIVITIES

( 24,641 ) ( 124,780 ) ( 110,843 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

41,948 13,210 ( 6,564 )

FOREIGN EXCHANGE DIFFERENCE ON CASH

( 29 ) ( 132 ) -

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

52,865 39,787 46,351

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

10 $ 94,784 $ 52,865 $ 39,787

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

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(Expressed in thousands of U.S.

5 unchanged sentences

Balance, July 31, 2023

378,452,864 $ 378 $ 924,737 $ ( 289,680 ) $ ( 3,608 ) $ 631,827

Issued under ATM offering, net of issuance costs

26,375,699 26 167,848 - - 167,874

Issued upon vesting of RSUs and PRSUs

489,746 - - - - -

Issued upon exercise of stock options

2,445,748 3 679 - - 682

Issued upon exercise of warrants

Issued for acquisition of UEX and Roughrider

2,591,711 3 17,659 - - 17,662

Stock-based compensation

Common stock issued for consulting services

Common stock issued under Stock Incentive Plan

Amortization of stock-based compensation

- - 5,172 - - 5,172

Withholding of employee taxes related to stock options and RSUs

- - ( 5,662 ) - - ( 5,662 )

Net loss for the year

- - - ( 29,221 ) - ( 29,221 )

Other comprehensive loss

- - - - ( 10,221 ) ( 10,221 )

Balance, July 31, 2024

410,355,768 $ 410 $ 1,110,433 $ ( 318,901 ) $ ( 13,829 ) $ 778,113

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

URANIUM ENERGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(Expressed in thousands of U.S.

6 unchanged sentences

Balance, July 31, 2021

Issued under direct offerings, net of issuance costs

Issued under ATM offering, net of issuance costs

236,796,866 $ 237 $ 441,990 $ 360 $ ( 291,625 ) $ 493 $ 151,455

Issued as anniversary fees for credit facility

Issued (accrued) upon vesting of RSUs and PRSUs

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 - ( 1,305 ) ( 360 ) - - ( 1,665 )

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

Issued in connection with ATM offering

Issued in connection with a direct offering as issuance costs

Net loss for the year

Other comprehensive income

- - 2,724 - - - 2,724

Withholding of employee taxes related to stock options and RSUs

- - ( 883 ) - - - ( 883 )

Net income for the year

- - - - 5,252 - 5,252

Other comprehensive loss

- - - - - ( 679 ) ( 679 )

Balance, July 31, 2022

Issued as anniversary fees for credit facility

289,638,307 $ 289 $ 613,179 $ - $ ( 286,373 ) $ ( 186 ) $ 326,909

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 - 37 - - - 37

Issued upon exercise of stock options

2,351,544 3 562 - - - 565

Issued upon exercise of warrants

Issued for acquisition of mineral properties

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

Net income for the year

- - 4,190 - - - 4,190

Withholding of employee taxes related to stock options and RSUs

- - ( 1,092 ) - - - ( 1,092 )

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.

8 unchanged sentences

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. 

As at July 31, 2024 , the Company had working capital (current assets less current liabilities) of $ 206,022 including cash and cash equivalents of $ 87,533 and uranium inventory holdings of $ 75,440 .

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 the acquisition announced subsequent to year-end (refer to Note 24 Subsequent Events) and our inventory purchase commitments for 12 months from the date that our audited consolidated financial statements are issued.

Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future.

2 unchanged sentences

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.

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.

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine, Christensen Ranch Mine (collectively, the “ISR Mines”) and our 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 currently 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 company, as defined by the SEC, and will continue to remain as an Exploration Stage company 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.

5 unchanged sentences

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.

The Company performs a screen test as required under U.S.

GAAP to determine whether a transaction is an asset acquisition.

If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired would not represent a business and we account for the acquisition as an asset acquisition.

In addition, 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 also 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”).

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”).

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.

3 unchanged sentences

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.

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.

In accordance with ASC 830:

1 unchanged sentence

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

8 unchanged sentences

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.

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

URANIUM ENERGY CORP.

3 unchanged sentences

July 31, 2024

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.

2 unchanged sentences

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.

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.

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

2 unchanged sentences

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.

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

11 unchanged sentences

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 adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to the Company’s legal rights to its mineral rights and properties;

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;

9 unchanged sentences

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.

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)

18 unchanged sentences

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 have lease 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. 

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 period of delivery.

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

1 unchanged sentence

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. 

We measure stock-based awards at fair value on the date of the grant and expense the awards over the requisite service period of employees or consultants.

The fair value of stock options is determined using the Black-Scholes Valuation Model.

The fair value of restricted stock units (“RSU”s) is determined using the share price of the Company at the date of grant.

The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo Simulation Model.

Stock-based compensation expense related to stock option awards is recognized over the requisite service period on a graded vesting basis.

Forfeitures are accounted for as they occur.

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

URANIUM ENERGY CORP.

7 unchanged sentences

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.

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

This ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements under this ASU are also required for public entities with a single reportable segment.

This ASU is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ended July 31, 2025, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures.

This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

This ASU will be effective for fiscal years beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In March 2024, the FASB issued ASU 2024 - 02, Codification Improvements - Amendments to Remove References to the Concepts Statements.

This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements.

The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements.

While the amendments are not expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected.

This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

ACQUISITION OF UEX CORPORATION

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

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

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

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

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

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

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

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 CA$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:

2 unchanged sentences

Exercise Price in Canadian dollars

CAD$1.39 to CAD$5.12

CA$1.39 to CA$5.12

Expected Risk Free Interest Rate

2.40 % to 3.23 %  

Expected Volatility

76.01 % to 97.53 %  

Expected Life in Years

0.12 to 1.0  

Expected Dividend Yield

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

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

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

2 unchanged sentences

Exercise Price in Canadian dollars

CAD$1.44 to CAD$4.44

CA$1.44 to CA$4.44

Expected Risk Free Interest Rate

3.18 % to 3.23 %  

Expected Volatility

90.98 % to 101.52 %  

Expected Life in Years

0.75 to 2.05  

Expected Dividend Yield

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

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEM

(Expressed in thousands of U.S.

4 unchanged sentences

UEC shares issued

$ 171,271  

Fair value of UEX shares acquired by UEC before acquisition

3 unchanged sentences

Total consideration

$ 192,673  

Assets acquired and liabilities assumed

Cash and cash equivalents

$ 4,627  

Prepaid expenses and deposits

1 unchanged sentence

Mineral rights and properties

208,008  

Equity-accounted investment

24,502  

Investment in equity securities

Other non-current assets

238,441  

Accounts payable and accrued liabilities

2 unchanged sentences

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).

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.

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

Cash flow on acquisition:

Cash acquired with the subsidiary

$ 4,627  

Acquisition related costs

Acquisition of UEX, net of cash acquired

$ 1,984  

ACQUISITION OF THE ROUGHRIDER PROJECT

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

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

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

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

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

Consideration paid

$ 80,000  

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

64,101  

Acquisition related costs

Total consideration paid

$ 146,218  

Assets acquired and liabilities assumed

Mineral rights and properties

$ 178,438  

178,438  

Asset retirement obligations (Note 14)

Deferred tax liabilities

31,775  

Total liabilities

32,220  

Total net assets

$ 146,218  

Cash flow on acquisition:

2 unchanged sentences

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STA

(Expressed in thousands of U.S.

3 unchanged sentences

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”).

( “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.

3 unchanged sentences

Consideration paid

$ 125,593  

Working capital adjustment (1)

Total consideration paid

$ 128,495  

Assets acquired and liabilities assumed

4 unchanged sentences

Mineral rights and properties (2)

110,693  

Property, plant and equipment (3)

13,004  

Restricted cash

13,755  

Debt receivable (4)

Other non-current assets (5)

142,063  

Accounts payable and accrued liabilities (1)

1 unchanged sentence

Asset retirement obligations (6)

12,707  

Total liabilities

13,568  

Total net assets

$ 128,495  

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

3 unchanged sentences

(iv) inventories of $192;

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

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

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

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

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

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

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

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

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.

1 unchanged sentence

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.

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 (as defined below), 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.

1 unchanged sentence

Sales and service revenue

$ 23,298  

$ 23,298 $ 192

Net income (loss) for the year

2,626 ( 21,945 )

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEME

(Expressed in thousands of U.S.

2 unchanged sentences

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”).

In connection with the U1A Acquisition, we acquired certain indebtedness totaling $ 18,342 due from Anfield Energy Inc.

(“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”).

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.

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

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

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

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

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

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

On June 7, 2022, we closed the Anfield Debt Settlement whereby we received $ 9,171 in cash and the 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 .

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

Anfield Warrants were measured at $ 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 unchanged sentences

Expected Annual Dividend Yield

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

Consequently,  we reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $ 18,342 on our consolidated statements of operations and comprehensive income in Fiscal 2022.

Our investment in Anfield Common Shares and Anfield Warrants are accounted for as Investment in Equity Securities with changes in fair value charged to fair value gain (loss) on equity securities on our consolidated statements of operations and comprehensive income (loss).

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.

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 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.

1 unchanged sentence

As a result, we recorded a gain of $ 6,408 on disposition of assets on our consolidated statements of operations and comprehensive income in Fiscal 2022.

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

As at July 31, 2024 , we held 1,466,000 pounds of purchased uranium concentrate inventory ( July 31, 2023 :

171,000 pounds).

Costs of inventory consisted of the following:

4 unchanged sentences

Purchased uranium inventories

66,160  

$ 6,207  

$ 66,570  

$ 75,833 $ 6,207

As at July 31, 2024 , our uranium inventory purchase commitments over the next five fiscal years are as the follows:

Purchase Commitments in Pounds

Total Purchase Price

995,000  

$ 45,777  

600,000  

23,120  

100,000  

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 

 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 .

Purchase Commitments in Pounds Total Purchase Price

600,000 $ 23,120

100,000 3,620

700,000 $ 26,740

Subsequent to July 31, 2024 , we sold 110,000 pounds of purchased uranium inventory for gross proceeds of $ 9,062 .

URANIUM ENERGY CORP.

5 unchanged sentences

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, 2024 , 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, 2024 , annual maintenance payments of approximately $ 3.8 million were required to maintain these mineral rights.

As at July 31, 2024 , the carrying value of these mineral rights and properties was as follows:

1 unchanged sentence

Balance at July 31, 2022

$ 172,340  

$ 15,014  

$ 188,336  

386,562  

386,662  

$ 172,340 $ 982 $ 15,014 $ 188,336

100 386,562 - 386,662

Impact of foreign currency translation

( 2,937 )  

- 2,937  

- ( 2,937 ) - ( 2,937 )

Balance at July 31, 2023

172,440  

384,607  

15,014  

572,061  

172,440 384,607 15,014 572,061

100 1,340 - 1,440

Impact of foreign currency translation

- ( 9,424 ) - ( 9,424 )

Balance at July 31, 2024

$ 172,540 $ 376,523 $ 15,014 $ 564,077

Accumulated Depletion, Amortization and Impairment

1 unchanged sentence

Balance at July 31, 2022

( 6,388 )  

( 112 )  

$ (6,388 ) $ - $ - $ (6,388 )

(1 ) - - (1 )

- ( 112 ) - ( 112 )

Balance at July 31, 2023

( 6,389 )  

( 112 )  

( 6,389 ) ( 112 ) - ( 6,501 )

Impact of foreign currency translation

Balance at July 31, 2024

$ ( 6,389 ) $ ( 105 ) $ - $ ( 6,494 )

Carrying Value

Balance at July 31, 2023

$ 165,952  

$ 15,014  

$ 181,948  

$ 166,051 $ 384,495 $ 15,014 $ 565,560

Balance at July 31, 2024

$ 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.

$ 166,151 $ 376,418 $ 15,014 $ 557,583

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, Alto Parana and Colonel Oviedo Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages.

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

1 unchanged sentence

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

The details of mineral property expenditures are as follows:

The details of mineral property expenditures are as follows:

Year Ended July 31,

Permitting and compliance

$ 1,895 $ 396 $ 676

Property maintenance

3,986 3,608 2,635

14,669 9,308 2,582

6,650 1,749 1,995

Production readiness

$ 18,620  

$ 10,154  

$ 4,479  

5,183 3,559 2,266

$ 32,383 $ 18,620 $ 10,154

PROPERTY, PLANT AND EQUIPMENT

3 unchanged sentences

Plant and Processing Facilities

$ 19,145  

$ ( 1,998 )  

$ 17,147  

$ 18,964  

$ ( 1,306 )  

$ 17,658  

$ 19,346 $ ( 2,708 ) $ 16,638 $ 19,145 $ ( 1,998 ) $ 17,147

Mining Equipment

( 2,478 )  

( 2,382 )  

3,740 ( 2,523 ) 1,217 2,915 ( 2,478 ) 437

Logging Equipment and Vehicles

( 1,989 )  

( 1,851 )  

3,452 ( 2,222 ) 1,230 2,799 ( 1,989 ) 810

Computer Equipment

( 280 )  

( 313 )  

300 ( 287 ) 13 306 ( 280 ) 26

Furniture and Fixtures

( 180 )  

( 177 )  

( 87 )  

( 72 )  

$ 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: 

243 ( 190 ) 53 198 ( 180 ) 18

337 ( 103 ) 234 297 ( 87 ) 210

1,080 - 1,080 1,080 - 1,080

$ 28,498 $ ( 8,033 ) $ 20,465 $ 26,740 $ ( 7,012 ) $ 19,728

The depreciation expenses for the year ended July 31, 2024 were $ 1,195 ( July 31, 2023:

$ 1,057 , July 31, 2022:

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL S

(Expressed in thousands of U.S.

4 unchanged sentences

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

Interest received

Balance, end of year

$ 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.

4 unchanged sentences

Cash and cash equivalents

$ 45,614  

$ 32,536  

$ 44,313  

$ 87,533 $ 45,614 $ 32,536

Restricted cash

7,251 7,251 7,251

Total cash, cash equivalents and restricted cash

$ 52,865  

$ 39,787  

$ 46,351  

$ 94,784 $ 52,865 $ 39,787

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

4 unchanged sentences

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. 

As of July 31, 2024, approximately $ 70.7 million of our cash equivalents is held in a single financial institution at one of the largest banks in Canada and subject to concentration risk.

The Company does not consider any of its financial assets to be impaired as of July 31, 2024.

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 

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

14.9 % to 12.7 %.

As at July 31, 2024 , we owned 17,978,364 shares of Uranium Royalty Corp.

(“URC”), representing a 14.8 % ( July 31, 2023 :

14.9 %) 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 2024 .

Should URC’s outstanding options and warrants be fully exercised, UEC’s ownership interest would decrease from 14.8 % to 13.2 %.

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 :

As at July 31, 2024 , the fair value of our investment in URC was approximately $ 43.3 million ( July 31, 2023 - $ 34.2 million).

As at July 31, 2024 , 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 $ 63 in exploration expenditures on behalf of JCU for the year ended July 31, 2024 ( July 31, 2023 :

As at July 31, 2024 , the amount receivable from JCU totaled $ 6 ( July 31, 2023 :

During Fiscal 2024 , Fiscal 2023 and Fiscal 2022 , the changes in carrying value of our equity-accounted investment are summarized as follows:

Investment in

Balance, July 31, 2021

$ 11,515  

Addition in URC

Share of income from URC

Gain on dilution of ownership interest in URC

$ 20,730 $ - $ 20,730

Share of income

Gain on dilution of ownership interest

3,973 - 3,973

Foreign exchange difference

( 679 ) - ( 679 )

Balance, July 31, 2022

20,730  

Share of income from URC

Gain on dilution of ownership interest in URC

24,177 - 24,177

Addition from UEX Acquisition

- 24,502 24,502

Capital contribution

- 1,415 1,415

Share of income (loss)

414 ( 2,062 ) ( 1,648 )

Gain on dilution of ownership interest

Foreign exchange difference

( 634 ) ( 356 ) ( 990 )

Balance, July 31, 2023

24,177  

Addition from UEX Acquisition - JCU

24,502  

Capital contribution to JCU

Share of losses from URC and JCU

Gain on dilution of ownership interest in URC

24,611 23,499 48,110

9,238 - 9,238

Capital contribution

- 2,876 2,876

Share of income (loss)

2,032 ( 1,439 ) 593

Gain on dilution of ownership interest

Foreign exchange difference

( 1,327 ) ( 1,105 ) ( 2,432 )

Balance, July 31, 2024

$ 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.

$ 34,978 $ 23,831 $ 58,809

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINA

NCIAL STATEMENTS

(Expressed in thousands of U.S.

4 unchanged sentences

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

Balance, July 31, 2021

Anfield Debt Settlement (Note 6)

10,951  

Investment in UEX

Unrealized loss on revaluation of equity securities

Balance, July 31, 2022

14,834  

July 31, 2024

July 31, 2023

Balance, beginning of year

$ 38,656 $ 14,834

Transferred as consideration for UEX Acquisition (Note 3)

Acquired from UEX Acquisition (Note 3)

Investment in public listed companies

47,192  

Investment in publicly listed companies

12,115 47,192

Sale of investment in public listed companies

Loss on revaluation of equity securities (Note 19)

( 3,008 ) ( 4,590 )

Fair value gain (loss) on equity securities (Note 19)

27,505 ( 13,083 )

Foreign exchange difference

Balance, July 31, 2023

$ 38,656  

Balance, end of year

75,264 38,656

Current investment in equity securities

Non-current investment in equity securities

$ 6,533 $ 38,656

The cumulative revaluation adjustment since acquisition of the equity securities held as at July 31, 2024 is a gain of $ 13,900 .

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 unchanged sentences

Trade payables

$ 5,576  

$ 2,019  

$ 15,863 $ 5,576

Accrued purchases

Accrued payroll liabilities

Liabilities assumed from prior acquisitions

$ 10,525  

$ 8,162  

$ 22,938 $ 10,525

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.

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, 2024

1 unchanged sentence

Balance, beginning of year

$ 17,276  

$ 3,939  

$ 18,670 $ 17,276

Assumed from Roughrider Acquisition (Note 4)

Assumed from UEX Acquisition (Note 3)

Assumed from U1A Acquisition (Note 5)

12,707  

Liabilities settled in cash

( 220 )  

( 33 ) ( 220 )

Foreign exchange difference

Balance, end of year

$ 18,670  

$ 17,276  

$ 19,625 $ 18,670

Current asset retirement obligations

( 2,953 ) ( 1,515 )

Non-current assets retirement obligations

$ 16,672 $ 17,155

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

2 unchanged sentences

Undiscounted amount of estimated cash flows

$ 29,064  

$ 28,739  

$ 29,030 $ 29,064

Payable in years

1 to 23  

1 to 23 1 to 23

Inflation rate

1.56 % to 5.32 %  

1.56 % to 5.32 % 1.56 % to 5.32 %

Discount rate

3.72 % to 6.35 %  

3.72 % to 6.35 % 3.72 % to 6.35 %

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

ssed in thousands of U.S.

dollars unless otherwise stated)

1 unchanged sentence

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

$ 1,515  

Remaining balance

19,091  

$ 29,066  

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

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

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

As at July 31, 2024 , 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:

July 31, 2024

July 31, 2023

Exercise Price in U.S.

2.33 3 to 3.22 22

2.44 4 to 3.36 36

Exercise Price in Canadian dollars

CAD$3.22 to CAD$4.44

Expected Risk Free Interest Rate

5.42 % 5.25 %

Expected Volatility

55.00 % 64.43 %

Expected Life in Years

Expected Dividend Yield

0.00 % 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)

July 31, 2024

July 31, 2023

Balance, beginning of year

Derivative liabilities assumed from UEX Acquisition (Note 3)

Exercise of Replacement Warrants

( 9,509 ) ( 1,297 )

Change in fair value

Balance, July 31, 2023

$ 4,313  

8,226 ( 3,293 )

Balance, end of year

$ 3,030 $ 4,313

Current derivative liabilities

Non-current derivative liabilities

Subsequent to July 31, 2024, 1,043,172 Replacement Warrants were exercised and proceeds of $ 3,387 were received.

The remaining 40,329 were expired unexercised on September 7, 2024.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

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 .

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 “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 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 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 ATM Managers selected by us (the “November 2021 ATM Offering”;

and, collectively with the May 2021 ATM Offering, the “2021 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 the 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 ATM Managers selected by us.

During Fiscal 2022, we issued 47,507,536 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $ 167,588 .

The total issuance costs were $ 3,833 , which includes compensation of $ 3,774 paid to the ATM Managers.

During Fiscal 2023, we issued 15,171,253 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $ 59,816 .

The total issuance costs were $ 1,396 , which includes compensation of $ 1,346 paid to the ATM Managers.

During Fiscal 2024, we issued 26,375,699 shares of the Company’s common stock under our ATM Offerings for gross cash proceeds of $ 171,738 .

The total issuance costs were $ 3,864 , all of which were related to compensation paid to the ATM Managers.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STA

(Expressed in thousands of U.S.

6 unchanged sentences

Balance, July 31, 2021

7,721,981  

$ 2.03  

Issued in connection with September 2020 Offering

6,833,333  

Issued in connection with April 2021 Offering

181,818  

( 8,240,505 )  

( 1,109,304 )  

Balance, July 31, 2021

5,387,323  

( 1,771,869 )  

5,387,323 $ 1.90

( 1,771,869 ) 1.88

Balance, July 31, 2022

3,615,454  

3,615,454 1.92

Issuance of Replacement Warrants (Note 3,15)

4,660,580  

( 4,359,086 )  

( 59,918 )  

4,660,580 2.95

( 4,359,086 ) 1.73

( 59,918 ) 1.80

Balance, July 31, 2023

3,857,030  

$ 3.31  

3,857,030 3.31

( 2,591,711 ) 3.13

Balance, July 31, 2024

1,265,319 $ 3.29

A summary of share purchase warrants outstanding and exercisable as at July 31, 2024 is as follows:

2 unchanged sentences

Weighted Average Remaining Contractual Life (Years)

$ 3.27  

3,675,212  

$ 3.16 1,083,501 0.10 September 7, 2024

181,818  

4.13 181,818 1.68 April 5, 2026

$ 3.31  

3,857,030  

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.

$ 3.29 1,265,319 0.33

During Fiscal 2024 , Fiscal 2023 and Fiscal 2022 , we received cash proceeds totaling $ 8,119 , $ 7,554 and $ 3,589 , respectively, from the exercise of share purchase warrants.

Subsequent to July 31, 2024, 1,043,172 Replacement Warrants with an expiry of September 7, 2024 were exercised and proceeds of $ 3,387 were received.

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.

During Fiscal 2024, Fiscal 2023 and Fiscal 2022, we granted stock options under our stock incentive plans to certain of our directors, officers, employees and consultants to purchase an aggregate of 483,461 , 3,507,004 and 1,279,692 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 (“PSO”s) under our current stock incentive plan to certain of our directors and officers to purchase an aggregate up to 150,367 shares of the Company.

No PSOs were granted in Fiscal 2024 and Fiscal 2022.

The PSOs granted in Fiscal 2023 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:

1 unchanged sentence

Expected Risk Free Interest Rate

4.14 %  

2.73 %  

4.05 % 4.14 % 2.73 %

Expected Volatility

79.43 %  

78.75 %  

78.83 % 79.43 % 78.75 %

Expected Life in Years

5.00 4.90 4.96

Expected Dividend Yield

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.

$ 3.71 $ 2.18 $ 2.45

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

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDAT

ED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

5 unchanged sentences

Balance, July 31, 2021

15,514,750  

$ 1.13  

959,588  

( 4,705,005 )  

( 1,365,000 )  

10,404,333 $ 1.21

1,279,692 3.80

( 2,728,498 ) 1.17

( 75,000 ) 2.50

Balance, July 31, 2022

10,404,333  

1,279,692  

( 2,728,498 )  

( 75,000 )  

8,880,527 1.58

3,507,004 2.46

( 3,995,897 ) 1.63

( 24,651 ) 3.18

( 40,000 ) 1.53

Balance, July 31, 2023

8,880,527  

3,507,004  

( 3,995,897 )  

( 24,651 )  

( 40,000 )  

8,326,983 1.92

( 3,451,746 ) 1.33

( 203,359 ) 1.70

( 52,000 ) 2.62

Balance, July 31, 2024

8,326,983  

$ 1.92  

5,103,339 $ 2.66

The table below sets forth the number of shares issued and cash received upon exercise of stock options:

1 unchanged sentence

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  

492,112 365,537 872,580

Number of Options Exercised on Non-Cash Basis

2,959,634 3,630,360 1,855,918

Total Number of Options Exercised

3,995,897  

2,728,498  

4,705,005  

3,451,746 3,995,897 2,728,498

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  

492,112 365,537 872,580

Number of Shares Issued on Non-Cash Basis

1,953,636 1,986,007 1,279,515

Total Number of Shares Issued Upon Exercise of Options

2,351,544  

2,152,095  

3,326,255  

2,445,748 2,351,544 2,152,095

Cash Received from Exercise of Stock Options

$ 1,916  

$ 681 $ 553 $ 934

Total Intrinsic Value of Options Exercised

$ 8,867  

$ 8,336  

$ 6,882  

$ 19,137 $ 8,867 $ 8,336

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2024

A continuity schedule of outstanding unvested stock options at July 31, 2024 , and the changes during the fiscal year periods, is as follows:

2 unchanged sentences

Balance, July 31, 2021

6,797,471  

$ 0.46  

959,588  

( 3,865,852 )  

Balance, July 31, 2021

3,891,207  

1,279,692  

( 2,984,745 )  

3,891,207 $ 0.66

1,279,692 2.45

( 2,984,745 ) 0.59

Balance, July 31, 2022

2,186,154  

2,186,154 1.79

Issuance of Replacement Options (Note 3)

2,301,750  

1,205,254  

( 24,651 )  

( 3,865,242 )  

2,301,750 1.75

1,205,254 2.18

( 24,651 ) 2.00

( 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.

1,803,265 2.28

( 24,400 ) 2.31

( 1,175,338 ) 2.35

Balance, July 31, 2024

1,086,988 $ 2.83

As at July 31, 2024 , the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 16,717 (vested:

$ 14,980 and unvested:

As at July 31, 2024 , the unrecognized compensation cost related to unvested stock options was $ 2,181 , which is expected to be recognized over 1.14 years.

A summary of stock options outstanding and exercisable as at July 31, 2024 is as follows:

13 unchanged sentences

$0.91 to $0.99

3,513,999  

$ 0.92  

3,513,999  

$ 0.92  

1,440,500 $ 0.92 5.76 1,440,500 $ 0.92 5.76

$1.00 to $1.99

1,390,500  

475,000 1.10 5.96 475,000 1.10 5.96

$2.00 to $2.99

868,189  

865,689  

537,149 2.26 6.92 537,149 2.26 6.92

$3.00 to $3.99

2,549,295  

752,280  

2,164,729 3.61 8.18 1,550,559 3.68 8.03

$4.00 to $4.99

8,326,983  

$ 1.92  

6,523,718  

$ 1.47  

7,500 4.56 8.81 2,500 4.48 8.67

$5.00 to $5.99

428,318 5.48 9.96 3,125 5.16 9.16

$6.00 to $6.99

40,143 6.70 9.63 5,018 6.70 9.63

$7.00 to $7.63

10,000 7.63 9.48 2,500 7.63 9.48

5,103,339 $ 2.66 7.32 4,016,351 $ 2.20 6.82

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINA

NCIAL STATEMENTS

(Expressed in thousands of U.S.

3 unchanged sentences

During Fiscal 2024, Fiscal 2023 and Fiscal 2022, 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.

RSUs granted during Fiscal 2024, 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.

The fair value of these RSUs was determined using the share prices at the respective grant dates.

A continuity schedule of outstanding RSUs as at July 31, 2024 , and the changes during the fiscal year end periods, is as follows:

3 unchanged sentences

Balance, July 31, 2021

1,615,000  

$ 0.92  

407,617  

( 1,025,005 )  

997,612 $ 1.42

( 508,368 ) 1.25

Balance, July 31, 2022

997,612  

346,790  

( 508,368 )  

( 464,985 ) 2.02

( 11,935 ) 3.98

Balance, July 31, 2023

836,034  

620,386  

( 464,985 )  

( 11,935 )  

( 454,284 ) 3.14

Balance, July 31, 2024

979,500  

$ 3.32  

1,167,680 $ 4.63

A summary of outstanding unvested RSUs as at July 31, 2024 , is as follows:

2 unchanged sentences

Aggregate Intrinsic

July 21, 2021

135,875  

$ 2.15  

39,216  

19,608 $ 4.25 0.84 $ 116

July 29, 2022

184,023  

92,015 3.98 1.08 546

July 31, 2023

620,386  

979,500  

$ 3.32  

$ 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:

413,593 3.32 2.08 2,453

1,166 6.44 2.51 7

8,919 7.63 0.56 53

2,288 6.49 0.70 14

20,000 7.07 2.75 119

610,091 5.49 3.07 3,618

1,167,680 $ 4.63 2.50 $ 6,926

During Fiscal 2024 , Fiscal 2023 and Fiscal 2022 , the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts were as follows:

Year Ended July 31,

Number of RSUs vested

464,985  

508,368  

1,025,005  

454,284 464,985 508,368

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  

250,994 261,232 267,681

Number of RSU shares forfeited as payments of withholding amounts

203,290 203,753 240,687

During Fiscal 2024 , Fiscal 2023 and Fiscal 2022 , stock-based compensation relating to the RSUs were $ 1,822 , $ 1,105 and $ 780 , 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.

As at July 31, 2024 , unrecognized compensation costs related to unvested RSUs totaled $ 4,415 , which is expected to be recognized over a period of approximately 1.86 years.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

JULY 31, 2024

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.

During Fiscal 2024, Fiscal 2023 and Fiscal 2022, the Company granted 718,308 , 551,923 and 241,632 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”).

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.

6 unchanged sentences

Expected Risk Free Interest Rate

4.52 %  

2.80 %  

4.20 % 4.52 % 2.80 %

Expected Volatility

84.56 %  

90.90 %  

73.50 % 84.56 % 90.90 %

Expected Dividend Yield

Expected Life in Years

81.22 %  

76.89 %  

$ 3.32  

$ 3.98  

$ 2.15  

3.00 3.00 3.00

83.80 % 81.22 % 76.89 %

$ 5.49 $ 3.32 $ 3.98

Grant Date Fair Value

$ 3.35  

$ 4.80  

$ 2.48  

$ 5.41 $ 3.35 $ 4.80

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINA

NCIAL STATEMENTS

(Expressed in thousands of U.S.

5 unchanged sentences

Balance, July 31, 2021

757,501  

$ 1.15  

492,950  

1,250,451 $ 1.67

( 757,501 ) 1.15

Balance, July 31, 2022

1,250,451  

241,632  

( 757,501 )  

Balance, July 31, 2023

734,582  

551,923  

1,286,505 3.29

( 492,950 ) 2.48

Balance, July 31, 2024

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.

1,511,863 $ 4.56

During Fiscal 2024 , Fiscal 2023 and Fiscal 2022 , stock-based compensation related to amortization of PRSUs totaled $ 710 , $ 397 and $ 293 , respectively.

As at July 31, 2024 , unrecognized compensation costs relating to unvested PRSUs totaled $ 2,739 , which is expected to be recognized over a weighted average period of approximately 2.54 years.

Stock-Based Compensation

3 unchanged sentences

Common stock issued to consultants

$ - $ 445 $ 770

Amortization of stock option expenses

Amortization of RSU expenses

388 1,006 990

Stock-Based Compensation for Management

2 unchanged sentences

Amortization of RSU and PRSU expenses

2,399 1,370 1,035

3,010 1,770 1,506

Stock-Based Compensation for Employees

1 unchanged sentence

Amortization of stock option expenses

1,682 1,727 960

Amortization of RSU expenses

$ 5,523  

$ 4,681  

$ 5,471  

1,774 2,747 2,185

$ 5,172 $ 5,523 $ 4,681

SALES AND SERVICE REVENUE AND COST OF SALES AND SERVICES

2 unchanged sentences

Sales of purchased uranium inventory

$ 163,950  

$ 22,946  

$ - $ 163,950 $ 22,946

Revenue from toll processing services

Total sales and service revenue

$ 164,389  

$ 23,161  

$ 224 $ 164,389 $ 23,161

Cost of purchased uranium inventory

$ ( 114,353 )  

$ ( 15,689 )  

$ - $ ( 114,353 ) $ ( 15,689 )

Cost of toll processing services

( 366 )  

( 179 )  

( 187 ) ( 366 ) ( 179 )

Total cost of sales and services

$ ( 114,719 )  

$ ( 15,868 )  

$ ( 187 ) $ ( 114,719 ) $ ( 15,868 )

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

3 unchanged sentences

Year Ended July 31,

FAIR VALUE LOSS ON EQUITY SECURITIES

Fair value loss on equity securities consisted for the following:

FAIR VALUE GAIN (LOSS) ON EQUITY SECURITIES

Fair value gain (loss) on equity securities consisted of the following:

Year Ended July 31,

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

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

( 8,737 )  

Unrealized and realized gain (loss) from common shares and warrants of publicly listed companies

$ 27,505 $ ( 11,999 ) $ ( 1,351 )

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

( 1,084 )  

$ ( 13,083 )  

$ ( 1,351 )  

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

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

- ( 1,084 ) -

$ 27,505 $ ( 13,083 ) $ ( 1,351 )

Our investments in equity securities are Level 1 financial instruments, which were re-valued using quoted share prices.

GENERAL AND ADMINISTRATIVE EXPENSES

2 unchanged sentences

Salaries and management fees

$ 5,168  

$ 4,281  

$ 2,417  

Office, IR, communication, insurance and travel

Foreign exchange loss

$ 7,705 $ 5,168 $ 4,281

Office, investor relations, communication, insurance and travel

5,807 6,801 4,501

Foreign exchange (gain) loss

( 151 ) 71 317

Professional fees

14,649  

10,486  

3,340 2,609 1,387

16,701 14,649 10,486

Stock-based compensation

5,172 5,415 4,540

Total general and administrative expenses

$ 20,064  

$ 15,026  

$ 12,640  

$ 21,873 $ 20,064 $ 15,026

NET INCOME (LOSS) PER SHARE

2 unchanged sentences

Net Income (Loss) for the Year

$ ( 3,307 )  

$ 5,252  

$ ( 29,221 ) $ ( 3,307 ) $ 5,252

Basic Weighted Average Number of Shares

364,789,621  

271,019,472  

210,295,992  

397,309,780 364,789,621 271,019,472

Dilutive Effect of Stock Awards and Warrants

9,082,601  

- - 9,082,601

Diluted Weighted Average Number of Shares

364,789,621  

280,102,073  

210,295,992  

397,309,780 364,789,621 280,102,073

Net Income (Loss) Per Share - Basic

$ ( 0.01 )  

$ 0.02  

$ ( 0.07 ) $ ( 0.01 ) $ 0.02

Net Income (Loss) Per Share - Diluted

$ ( 0.01 )  

$ 0.02  

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.

$ ( 0.07 ) $ ( 0.01 ) $ 0.02

For Fiscal 2024 and Fiscal 2023, all outstanding share purchase warrants and stock awards including stock options, RSUs and PRSUs were excluded from the computation of diluted loss per share as their effects would be anti-dilutive.

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL

(Expressed in thousands of U.S.

1 unchanged sentence

July 31, 2024

A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows:

Year Ended July 31,

Federal income tax provision rate

21.00 %  

21.00 % 21.00 % 21.00 %

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

2.89 %  

2.95 %  

2.89 % 2.89 % 2.95 %

Total income tax provision rate

23.89 %  

23.95 %  

23.89 % 23.89 % 23.95 %

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.

2 unchanged sentences

Income (Loss) before income taxes

$ ( 2,437 )  

$ 5,247  

$ ( 34,255 ) $ ( 2,437 ) $ 5,247

Corporate tax rate

23.89 %  

23.95 %  

23.89 % 23.89 % 23.95 %

Expected tax expense (recovery)

( 582 )  

( 8,184 ) ( 582 ) 1,257

Increase (decrease) resulting from

Foreign tax rate differences

( 83 )  

( 151 ) ( 83 ) 158

Permanent differences

( 326 )  

4,155 1,486 ( 326 )

Prior year true-up

( 464 )  

( 81 ) ( 464 ) 6

Change in state tax rate

( 182 )  

( 460 )  

77 ( 182 ) ( 460 )

Foreign exchange rate differences

( 1,231 ) 1,687 ( 4 )

Change in valuation allowance

( 2,130 )  

( 824 )  

381 ( 2,130 ) ( 824 )

Deferred tax expense (recovery)

$ ( 5 )  

$ ( 5,034 ) $ 870 $ ( 5 )

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.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

(Expressed in tho

usands of U.S.

dollars unless otherwise stated)

July 31, 2024

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 at July 31, 2024 , 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.

2 unchanged sentences

United States

$ 5,192  

$ 6,054  

( 6,720 )  

( 909 )  

( 1,075 )  

$ ( 2,437 )  

$ 5,247  

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

$ ( 13,928 ) $ 5,192 $ 6,054

( 19,468 ) ( 6,720 ) 268

( 859 ) ( 909 ) ( 1,075 )

$ ( 34,255 ) $ ( 2,437 ) $ 5,247

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

July 31, 2024

2 unchanged sentences

Mineral properties

$ 2,191  

$ 1,401  

$ 2,107 $ 2,191

Exploration costs

1 unchanged sentence

Depreciable property

( 3,909 )  

334 ( 3,909 )

Asset retirement obligations

( 2,389 )  

Investment in equity securities

( 3,351 ) 465

Equity accounted for investment

( 4,190 ) ( 3,906 )

( 3,643 ) 1,052

Section 163(j) interest expense carry forwards

Loss carry forwards

68,661  

70,162  

78,361  

80,830  

72,214 68,661

80,767 78,361

Valuation allowance

( 78,361 )  

( 78,741 ) ( 78,361 )

Deferred tax assets

1 unchanged sentence

Mineral properties

( 71,080 )  

( 66,373 ) ( 71,080 )

Net deferred tax liabilities

$ ( 71,080 )  

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.

$ ( 64,347 ) $ ( 71,080 )

The Company’s U.S.

net operating loss carry-forwards expire as follows:

July 31, 2025

$ 2,519  

July 31, 2026

2 unchanged sentences

July 31, 2029

11,777  

Between July 31, 2030 and 2037

165,665  

90,364  

$ 290,524  

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

(Expressed in

thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

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

4 unchanged sentences

Remaining balance

35,161  

$ 45,948  

SEGMENTED INFORMATION

We currently operate in a single reportable segment and we are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

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

July 31, 2023

Balance Sheet Items

United States

Mineral Rights and Properties

$ 166,051  

$ 384,495  

$ 15,014  

$ 565,560  

Property, Plant and Equipment

19,221  

19,728  

Restricted Cash

Equity-Accounted Investment

48,110  

Investment in Equity Securities

38,656  

Other Non-Current Assets

Total Long-Term Assets

$ 195,488  

$ 471,520  

$ 15,376  

$ 682,384  

July 31, 2022

Balance Sheet Items

United States

Mineral Rights and Properties

$ 165,952  

$ 15,014  

$ 181,948  

Property, Plant and Equipment

19,841  

20,234  

Restricted Cash

Equity-Accounted Investment

24,177  

Investment in Equity Securities

14,834  

Other Non-Current Assets

Total Long-Term Assets

$ 196,137  

$ 40,538  

$ 15,381  

$ 252,056  

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.

SEGMENT INFORMATION

During the fourth quarter of Fiscal 2024, we revised the financial information which our Chief Executive Officer, who is our chief operating decision maker ("CODM"), uses to evaluate performance and allocate resources.

As a result, the Company’s reportable segments have been changed to four mining segments plus a corporate and administrative segment.

Segment results for the prior periods have been updated to reflect the change in reportable segments.

The tables below provide financial information relating to the Company’s segments.

All intercompany transactions have been eliminated.

Year ended July 31, 2024

Statement of Operations

United States

Sales and service revenue

$ 164,389  

Cost of sales and services

( 114,719 )  

49,670  

Operating Costs:

Mineral property expenditures

12,443  

18,620  

General and administrative

13,926  

20,064  

Acquisition-related costs

Depreciation, amortization and accretion

Total operating costs

28,354  

11,063  

40,803  

Income (loss) from operations

21,316  

( 11,063 )  

( 1,386 )  

Other income (expenses)

( 1,343 )  

( 9,963 )  

Income (loss) from equity-accounted investment

Income (loss) before income taxes

$ 19,973  

$ ( 21,026 )  

$ ( 1,384 )  

Total assets Equity-Accounted Investments

Long-lived assets other than financial instruments

Total expenditures for additions to long-lived assets

$ 224 $ 1,584 $ - $ ( 14,741 ) $ 169,740 $ - $ 162,816 $ 646

- 500 - ( 12,912 ) 23,776 - 21,028 408

- 84 - ( 13,247 ) 378,368 - 377,550 2,281

- 4 - ( 916 ) 20,789 - 20,397 119

Corporate and administrative

- 11 1,017 7,561 297,155 58,809 200 3

$ 224 $ 2,183 $ 1,017 $ ( 34,255 ) $ 889,828 $ 58,809 $ 581,991 $ 3,457

Year ended July 31, 2023

Statement of Operations

United States

Sales and service revenue

$ 23,161  

Cost of sales and services

( 15,868 )  

Operating Costs:

Mineral property expenditures

10,154  

General and administrative

10,755  

15,026  

Acquisition-related costs

Depreciation, amortization and accretion

Total operating costs

24,427  

30,003  

Income (loss) from operations

( 17,134 )  

( 4,247 )  

( 1,329 )  

Other income (expenses)

22,994  

27,957  

Income (loss) from equity-accounted investment

Income (loss) before income taxes

$ ( 12,175 )  

$ 18,747  

$ ( 1,325 )  

$ 5,247  

Total asset Equity-Accounted Investments

Long-lived assets other than financial instruments

Total expenditures for additions to long-lived assets

$ 439 $ 1,526 $ - $ ( 9,142 ) $ 169,706 $ - $ 162,448 $ 62

- 460 - ( 8,429 ) 23,500 - 20,710 355

- 3 - ( 6,842 ) 386,356 - 384,728 386,684

- 6 - ( 1,619 ) 20,658 - 20,288 100

Corporate and administrative

163,950 12 ( 994 ) 23,595 137,369 48,110 193 15

$ 164,389 $ 2,007 $ ( 994 ) $ ( 2,437 ) $ 737,589 $ 48,110 $ 588,367 $ 387,216

Year ended July 31, 2022

Statement of Operations

United States

Operating Costs:

Mineral property expenditures

$ 3,868  

$ 4,479  

General and administrative

12,640  

Sales and service revenue

Depreciation, amortization and accretion

Total operating costs

13,940  

17,512  

Loss from operations

( 13,940 )  

( 2,919 )  

( 653 )  

Other income (expenses)

( 2,571 )  

Loss before income taxes

$ ( 16,511 )  

$ 2,340  

$ ( 646 )  

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). 

Income (loss) from equity-accounted investment

Income (loss) before income taxes

Total asset Equity-Accounted Investments

Long-lived assets other than financial instruments

Total expenditures for additions to long-lived assets

$ 215 $ 983 $ - $ ( 5,320 ) $ 170,115 $ - $ 163,149 $ 13

- 375 - ( 7,962 ) 24,608 - 21,259 591

- - - ( 5 ) 982 - 982 435

- 6 - ( 1,589 ) 20,675 - 20,195 638

Corporate and administrative

22,946 15 4,126 20,123 137,867 24,177 209 8

$ 23,161 $ 1,379 $ 4,126 $ 5,247 $ 354,247 $ 24,177 $ 205,794 $ 1,685

URANIUM ENERGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSO

LIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S.

dollars unless otherwise stated)

July 31, 2024

SUBSEQUENT EVENT

Acquisition of Wyoming project

On September 20, 2024, the Company, through its wholly-owned subsidiary, UEC Sweetwater Corp., a Delaware corporation (the “Buyer”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Rio Tinto America Inc., a Delaware corporation (the “Seller”), pursuant to which the Company through the Buyer will acquire from the Seller all of the issued and outstanding shares of capital stock (the “Shares”) of (i) Kennecott Uranium Company, a Delaware corporation (“KUC”), which is a joint venture participant of, and owns a 50 % ownership interest in, the Green Mountain Mining Venture, an unincorporated Wyoming contractual joint venture (“GMMV”), and (ii) Wyoming Coal Resources Company, a Delaware corporation (“WCRC”), which is a joint participant of, and owns a 50 % ownership interest in GMMV (collectively, the “Acquisition”).

KUC, WCRC and GMMV, collectively, own or hold the assets, rights and obligations comprised of:

(i) the facilities, equipment, improvements and fixtures for the processing of uranium located in Sweetwater County, Wyoming owned by KUC, WCRC and GMMV, and related facilities and impoundments;

(ii) the Jackpot and Big Eagle properties located in Wyoming;

(iii) the mineral and real property interests which are owned or leased by KUC, WCRC or GMMV, subject to the permitted encumbrances, including patented and unpatented mining and millsite claims, leaseholds, and material easements and rights-of-way of record;

and (iv) the other rights and interests in uranium mineralization located in Fremont and Sweetwater Counties, Wyoming owned or held by any of KUC, WCRC or GMMV (collectively, the “Project”).

The consideration for the Acquisition payable at closing of the Stock Purchase Agreement is $ 175 million in cash, subject to customary working capital adjustments as provided for in the Stock Purchase Agreement, with closing expected to occur in the first quarter of fiscal year 2025.

Upon completion of the Acquisition, the Company will arrange to replace approximately $ 25 million in surety bonds securing future reclamation costs relating to the Project.

In addition, from and after the completion of the Acquisition the Company and the Buyer shall continue to indemnify the Seller from most of the liabilities associated with the Project.

The closing of the Acquisition is subject to certain conditions customary for an Acquisition of this nature, including that the Wyoming Nuclear Regulator shall have preliminarily approved the application for the transfer of a Radioactive Materials License to the Buyer, and the same shall not have been stayed or enjoined.

Other subsequent events

Except as disclosed elsewhere in these financial statements, subsequent to July 31, 2024,

we received gross proceeds of approximately $ 55 million from the sale of certain of our investment in equity securities as at September 26, 2024;

we entered into an agreement to sell 100,000 pounds of our physical uranium inventory at a price of $ 80.25 per pound and with a settlement date on or about October 18, 2024.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

URANIUM ENERGY CORP.

/s/ Amir Adnani

Amir Adnani President, Chief Executive Officer

/s/ Amir Adnani

Amir Adnani President, Chief Executive Officer

(Principal Executive Officer) and Director

1 unchanged sentence

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

/s/ Amir Adnani

/s/ Amir Adnani

President, Chief Executive Officer (Principal

1 unchanged sentence

September 26, 2024.

/s/ Pat Obara

/s/ Pat Obara

Chief Financial Officer (Principal Financial Officer

1 unchanged sentence

September 26, 2024.

/s/ Spencer Abraham

/s/ Spencer Abraham

Spencer Abraham

1 unchanged sentence

September 26, 2024.

/s/ Vincent Della Volpe

/s/ Vincent Della Volpe

Vincent Della Volpe

September 26, 2024.

/s/ David Kong

/s/ David Kong

September 26, 2024.

/s/ Trecia Canty

/s/ Trecia Canty

September 26, 2024.

/s/ Gloria Ballesta

/s/ Gloria Ballesta

Gloria Ballesta

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures