URANIUM ENERGY CORP (Form: 8-K, Received: 08/11/2017 17:09:02)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 7, 2017
Date of Report (Date of earliest event reported)

URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada	001-33706	98-0399476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 West Georgia Street, Suite 1830 Vancouver, British Columbia		V6E 2Y3
(Address of principal executive offices)		(Zip Code)

(604) 682-9775
Registrant's telephone number, including area code

Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On August 7, 2017, Uranium Energy Corp. (the " Company ") entered into an amending agreement (the " Amendment ") with Bayswater Holdings Inc. (" BHI "), Pacific Road Resources Reno Creek Cayco 1 Ltd. (" Cayco 1 "), Pacific Road Resources Reno Creek Cayco 2 Ltd. (" Cayco 2 "), Pacific Road Resources Reno Creek Cayco 3 Ltd. (" Cayco 3 "), Pacific Road Resources Reno Creek Cayco 4 Ltd. (" Cayco 4 ") and Reno Creek Unit Trust (" RCUT ", and together with Cayco 1, Cayco 2, Cayco 3 and Cayco 4, the " Pacific Road Funds ") whereby the share purchase agreement (the " SPA ") between the Company, Pacific Road Capital A Pty Ltd., as trustee for Pacific Road Resources Fund A, a trust governed by the laws of Australia (" Fund A "), Pacific Road Capital B Pty Ltd., as trustee for Pacific Road Resources Fund B, a trust governed by the laws of Australia (" Fund B "), and Pacific Road Holdings S.à.r.l., a company governed by the laws of Luxembourg (" Luxco "), which is dated for reference as at May 9, 2017, a copy of which was filed as Exhibit 2.1 to the Company's Form 10-Q filed with the SEC on June 9, 2017, was amended by the Company, BHI and the Pacific Road Funds as set forth below.

All capitalized terms used herein shall have the meanings given in the SPA unless otherwise defined herein.

On July 26, 2017, pursuant to the Pre-Closing Reorganization (as set out in the SPA), Fund A, Fund B and Luxco assigned all of their common shares of Reno Creek Holdings Inc. (" RCHI ") and all of their right title and interest in the SPA to the Pacific Road Funds.

The SPA has been amended as follows:

1. Pursuant to section 2.2(b)(iii) of the SPA, BHI confirms its election to receive US$2,807 in lieu of the BHI NPI Royalty and BHI shall have no further right or entitlement to receive the BHI NPI Royalty;

2. Notwithstanding section 5.4 of the SPA, the Selling Stockholders shall not cause or permit the Companies and AUC to complete the Approved Distribution;

3. The parties acknowledge that the Reimbursable Expenses of AUC pursuant to section 5.10 of the SPA are in the amount of US$496,542.91 plus an amount equal to US$340,000, being the amount of a representation and warranty insurance policy to be obtained by UEC at or about Closing which is reimbursed by AUC to UEC;

4. The parties acknowledge that AUC has aggregate cash on hand in the amount of US$1,247,123.01, such that, when combined with the aggregate Reimbursable Expenses, AUC would have been in a position to pay an Approved Distribution of US$1,743,665.92;

5. In lieu of an Approved Distribution, the parties agree that the Acquisition Consideration payable by the Company shall be increased by an amount equal to US$1,743,665.92 as follows, which amounts shall be paid, and which Acquisition Shares shall be delivered, on the Closing Date:

- 2 -

(a) the Company shall pay to the Pacific Road Funds an aggregate of US$882,358.55 by wire transfer as follows:

(i) to Cayco 1: US$206,793.14;

(ii) to Cayco 2: US$206,793.14;

(iii) to Cayco 3: US$172,327.59;

(iv) to Cayco 4: US$121,208.33; and

(v) to RCUT: US$175,236.35;

(b) the Company shall issue an aggregate of 578,738 additional Acquisition Shares to the Pacific Road Funds at the Deemed Issuance Price per Acquisition Share as follows:

(i) to Cayco 1: 135,635 additional Acquisition Shares;

(ii) to Cayco 2: 135,635 additional Acquisition Shares;

(iii) to Cayco 3: 113,030 additional Acquisition Shares;

(iv) to Cayco 4: 79,501 additional Acquisition Shares; and

(v) to RCUT: 114,937 additional Acquisition Shares;

(d) the Company shall issue an aggregate of 16,243 additional Acquisition Shares to BHI at the Deemed Issuance Price per Acquisition Share; and

6. As a result of the foregoing, the aggregate Acquisition Consideration shall consist of the following:

Selling Stockholder	Acquisition Shares	Acquisition Warrants	NPI (%)	Cash (US$)
Cayco 1	3,416,732	2,578,005	0.117182%	US$206,793.14
Cayco 2	3,416,732	2,578,005	0.117182%	US$206,793.14
Cayco 3	2,847,277	2,148,337	0.097652%	US$172,327.59
Cayco 4	2,002,661	1,511,054	0.068684%	US$121,208.33
RCUT	2,895,336	2,184,599	0.099300%	US$175,236.35
BHI	409,170	308,728	-	US$27,571.46
TOTAL	14,987,908	11,308,728	0.5%	US$909,930.01

- 3 -

All other terms and conditions of the SPA, as amended by the Amendment, shall continue in full force and effect.

A copy of the Amendment is attached as Exhibit 2.1 hereto.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 9, 2017, the SPA, as amended, closed and the Company provided the following consideration for the acquisition of all of the outstanding shares of RCHI:

1. issued an aggregate of 14,987,908 restricted shares of common stock in the capital of the Company (the " UEC Shares ");

2. issued an aggregate of 11,308,728 common stock purchase warrants (each, a " Warrant ") with each Warrant entitling the holder to acquire one share of common stock of the Company (a " Warrant Share ") at an exercise price of $2.30 per Warrant Share until August 9, 2022. The Warrants contain an accelerator clause which provides that, in the event that the closing price of UEC Shares on its principally traded exchange is equal to or greater than $4.00 per UEC Share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to within 30 days of the date the holder receives an acceleration notice from the Company;

3. a 0.5% NPI Royalty to the Pacific Road Funds; and

4. cash in the aggregate amount of $909,930.01 as part of the Acquisition Consideration;

all to the Selling Stockholders as set out under paragraph 6 of Item 1.01 above.

As a result of the closing of the SPA, as amended, the Company now owns 100% of RCHI.

Pursuant to the SPA, the Company provided each of the Pacific Road Funds and BHI with registration rights respecting the UEC Shares and the Warrant Shares to be issued by the Company on the Closing Date and, accordingly, the Company now plans to file a Form S-3 selling shareholder registration with the SEC in order to register all such securities within approximately 30 calendar days from August 9, 2017.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

As partial consideration for the Purchased Shares of RCHI under the SPA, as amended, as described in Item 1.01 and 2.01 of this Current Report on Form 8-K, on August 9, 2017, the Company issued 14,987,908 restricted shares of common stock and 11,308,728 common stock purchase warrants to the Selling Stockholders as set out under paragraph 6 of Item 1.01 above.

- 4 -

In connection with the issuance of the shares and warrants described above, the Company relied on the exemption from registration under the U.S. Securities Act of 1933, as amended, provided by Regulation S based on representations and warranties provided by the Pacific Road Funds and BHI in the SPA.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On August 10, 2017, the Company issued a news release announcing that it has completed the acquisition of the fully permitted Reno Creek in-situ recovery ("ISR") project located in the Powder River Basin, Wyoming.

A copy of the press release is attached as Exhibit 99.1 hereto.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial St a tements of Business Acquired

Not applicable.

(b) Pro forma Financial Information

Not applicable.

(c) Shell Company Transaction

Not applicable.

(d) Exhibits

Exhibit	Description
2.1*	Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017
99.1	News Release dated August 10, 2017

*	The schedule to the Amending Agreement has been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of the omitted schedule will be furnished supplementally to the SEC upon request.

__________

- 5 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URANIUM ENERGY CORP.
DATE: August 11, 2017.	By: /s/ Pat Obara Pat Obara, Secretary, Treasurer, and Chief Financial Officer

__________

- 6 -

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (the " Agreement ") is made as of the 7 ^th day of August, 2017 between Uranium Energy Corp. (" UEC "), Bayswater Holdings Inc. (" BHI "), Pacific Road Resources Reno Creek Cayco 1 Ltd. (" Cayco 1 "), Pacific Road Resources Reno Creek Cayco 2 Ltd. (" Cayco 2 "), Pacific Road Resources Reno Creek Cayco 3 Ltd. (" Cayco 3 "), Pacific Road Resources Reno Creek Cayco 4 Ltd. (" Cayco 4 ") and Reno Creek Unit Trust (" RCUT ", and together with Cayco 1, Cayco 2, Cayco 3 and Cayco 4, the " Pacific Road Funds ").

RECITALS:

A. On May 9, 2017, Pacific Road Capital A Pty Ltd, as trustee for Pacific Road Resources Fund A (" Fund A "), Pacific Road Capital B Pty Ltd, as trustee for Pacific Road Resources Fund B (" Fund B "), Pacific Road Holdings S.a.rl. (" Luxco ") and UEC entered into a share purchase agreement (the " SPA ") governing the purchase by UEC of all of the issued and outstanding shares of Reno Creek Holdings Inc. (" RCHI ").

B. On May 11, 2017, BHI executed a counterpart to the SPA to become a Selling Stockholder (as defined in the SPA).

C. On July 26, 2017, pursuant to the Pre-Closing Reorganization (as defined in the SPA), Fund A, Fund B and Luxco assigned all of their common shares of RCHI and all of their right title and interest in the SPA to the Pacific Road Funds.

D. The parties to this Agreement wish to make certain amendments to the SPA.

THEREFORE , for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties agree as follows:

1. Capitalized terms used herein shall have the meanings given in the SPA unless otherwise defined herein.

2. Pursuant to section 2.2(b)(iii), BHI confirms its election to receive US$2,807 in lieu of the BHI NPI Royalty. Such amount shall be paid to BHI at the wire instructions set forth on Schedule A to this Agreement and BHI shall have no further right or entitlement to receive the BHI NPI Royalty.

3. Notwithstanding section 5.4 of the SPA, the Selling Stockholders shall not cause or permit the Companies and AUC to complete the Approved Distribution.

4. The parties acknowledge that the Reimbursable Expenses of AUC pursuant to section 5.10 of the SPA are in the amount of US$496,542.91 plus an amount equal to US$340,000, being the amount of a representation and warranty insurance policy to be obtained by UEC at or about Closing which is reimbursed by AUC to UEC.

5. The parties acknowledge that AUC has aggregate cash on hand in the amount of US$1,247,123.01, such that, when combined with the aggregate Reimbursable Expenses, AUC would have been in a position to pay an Approved Distribution of US$1,743,665.92.

6. In lieu of an Approved Distribution, the parties agree that the Acquisition Consideration payable by UEC shall be increased by an amount equal to US$1,743,665.92 as follows, which amounts shall be paid, and which Acquisition Shares shall be delivered, on the Closing Date:

(a) UEC shall pay to the Pacific Road Funds an aggregate of US$882,358.55 by wire transfer at the wire instructions set forth on Schedule A to this Agreement, as follows:

(i) to Cayco 1: US$206,793.14;

(ii) to Cayco 2: US$206,793.14;

(iii) to Cayco 3: US$172,327.59;

(iv) to Cayco 4: US$121,208.33; and

(v) to RCUT: US$175,236.35;

(b) UEC shall issue an aggregate of 578,738 additional Acquisition Shares to the Pacific Road Funds at the Deemed Issuance Price per Acquisition Share as follows:

(i) to Cayco 1: 135,635 additional Acquisition Shares;

(ii) to Cayco 2: 135,635 additional Acquisition Shares;

(iii) to Cayco 3: 113,030 additional Acquisition Shares;

(iv) to Cayco 4: 79,501 additional Acquisition Shares; and

(v) to RCUT: 114,937 additional Acquisition Shares;

(c) UEC shall pay to BHI an aggregate of US$24,764.46 by wire transfer at the wire instructions set forth on Schedule A to this Agreement; and

(d) UEC shall issue an aggregate of 16,243 additional Acquisition Shares to BHI at the Deemed Issuance Price per Acquisition Share.

7. As a result of the foregoing, the aggregate Acquisition Consideration shall consist of the following:

Selling Stockholder	Acquisition Shares	Acquisition Warrants	NPI (%)	Cash (US$)
Cayco 1	3,416,732	2,578,005	0.117182%	US$206,793.14
Cayco 2	3,416,732	2,578,005	0.117182%	US$206,793.14
Cayco 3	2,847,277	2,148,337	0.097652%	US$172,327.59
Cayco 4	2,002,661	1,511,054	0.068684%	US$121,208.33
RCUT	2,895,336	2,184,599	0.099300%	US$175,236.35
BHI	409,170	308,728	-	US$27,571.46
TOTAL	14,987,908	11,308,728	0.5%	US$909,930.01

8. Unless specifically amended by this Agreement, all other terms and conditions of the SPA, as amended by this Agreement, shall continue in full force and effect.

9. To the extent that this Agreement shall be deemed to be inconsistent with any terms or conditions of the SPA, the terms of this Agreement shall govern.

10. This Agreement constitutes the entire agreement between the parties with respect to the amendments contemplated in this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, the purpose of which were to amend, supplement or otherwise modify the provisions of the SPA. The parties have not relied and are not relying on any other information, discussion or understanding in implementing the amendments set forth in this Agreement.

11. The SPA shall henceforth be read and construed in conjunction with this Agreement. References to the "Agreement" in the SPA or in any other document delivered in connection with, or pursuant to, such agreements, shall mean such agreements as amended by this Agreement.

12. This Agreement may be executed by the parties in counterparts and the counterparts may be executed and delivered by electronic means, with all counterparts together constituting one agreement.

13. The parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to implement the terms of this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to give effect to this agreement and carry out its provisions.

14. Neither this Agreement nor any right or obligations hereunder shall be assignable by a party, except that a party may assign this agreement to a Person to whom it is entitled to assign the SPA (in accordance with the terms thereof). This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

15. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

[Signature page follows]

IN WITNESS WHEREOF the undersigned has executed this agreement as of the date first written above.

PACIFIC ROAD RESOURCES RENO CREEK CAYCO 1 LTD.		PACIFIC ROAD RESOURCES RENO CREEK CAYCO 2 LTD.
By:	/s/ Evan Burtton	By:	/s/ Evan Burtton
	Name: Evan Burtton Title: Director		Name: Evan Burtton Title: Director


PACIFIC ROAD RESOURCES RENO CREEK CAYCO 3 LTD.		PACIFIC ROAD RESOURCES RENO CREEK CAYCO 4 LTD.
By:	/s/ Evan Burtton	By:	/s/ Evan Burtton
	Name: Evan Burtton Title: Director		Name: Evan Burtton Title: Director


RENO CREEK UNIT TRUST, by its trustee, PRCM NOMINEES PTY LIMITED		URANIUM ENERGY CORP.
By:	/s/ Greg Dick	By:	/s/ Amir Adnani
	Name: Greg Dick Title: Secretary		Name: Amir Adnani Title: President & CEO

BAYSWATER HOLDINGS INC.
By:	/s/ Victor Tanaka
	Name: Victor Tanaka Title: President
	Name: Victor Tanaka Title: President

	NYSE American Symbol - UEC

Uranium Energy Corp Closes Acquisition of the Fully Licensed Reno Creek Project
Corpus Christi, TX, August 10 , 2017 - Uranium Energy Corp (NYSE American: UEC, the " Company " or " UEC " ) is pleased to announce that, further to its news release dated May 9, 2017, the Company has completed its acquisition of the fully permitted Reno Creek in-situ recovery ( " ISR " ) project located in the Powder River Basin, Wyoming ( " Reno Creek " or the " Project " ). Transaction Highlights Strengthens UEC ' s pipeline of low-cost ISR uranium projects with the addition of Reno Creek, located in the prolific Powder River Basin in Wyoming. Reno Creek hosts an NI 43-101 Measured and Indicated resource* of 27.47 million tons grading 0.041% U ₃ O ₈ yielding 21.98 million lbs. U ₃ O ₈ at a grade-thickness (GT) cutoff of 0.20. The NI 43-101 resource report also indicates potential to expand the resource with additional drilling. A Source and Byproduct Materials License for Reno Creek was issued in February 2017 from the U.S Nuclear Regulatory Commission ( " NRC " ), supported by a Final Environmental Impact Statement and Record of Decision, to permit production of up to 2 million lbs. U ₃ O ₈ per year. Strategically located within the Powder River Basin in Wyoming, a uranium mining-friendly state with excellent infrastructure and an experienced labor force. A Pre-Feasibility Study ( " PFS " ) on Reno Creek completed in 2014 demonstrated strong project economics with low capital and operating costs consistent with ISR projects in Wyoming. A new and optimized PFS is in progress and will be completed by UEC. Cumulative project expenditures to date at Reno Creek total approximately $60 million. Creates a new partnership with respected mining private equity firm Pacific Road Resources Funds, who now own approximately 9.5% of UEC ' s common shares. Amir Adnani, President & CEO, stated: " We are very pleased to have completed an acquisition of this scale on an advanced, fully permitted, low cost ISR project in the prolific Powder River Basin of Wyoming. We will continue to advance and optimize the Project in order to position it for turn-key development once the uranium market signals a recovery. Reno Creek is an exceptional addition to the UEC uranium mining portfolio near the bottom of the cycle. " Transaction Details The acquisition was completed pursuant to the previously announced share purchase agreement (the " Agreement " ) with each of the original Pacific Road Resources Funds ( " PRRF " ) and, by tag-along right, Bayswater Uranium Corporation ( " BHI " , and together with PRRF the " Vendors " ), to acquire all of the issued and outstanding shares of Reno Creek Holdings Inc. ( " RCHI " ). Under the terms of the Agreement, the Company has now provided to the Vendors, in return for PRRF ' s (97.27%) and BHI ' s (2.73%) ownership in RCHI (the " Transaction " ), the following: 14,392,927 common shares of the Company (the " Share Consideration " ); 11,308,728 warrants of the Company (the " Warrant Consideration " ; and each a " Warrant " ), with each Warrant entitling the holder to acquire one share of the Company at an exercise price of $2.30 per share for a period of five years from closing. The Warrants have an accelerator clause which provides that, in the event that the closing price of UEC ' s common shares on its principally traded exchange is equal to or greater than $4.00 per share for a period of 20 consecutive trading days, UEC may accelerate the expiry date of the Warrants to within 30 days by providing written notice to the holders; and a 0.5% net profits interest royalty, capped at $2.5 million (the " NPI Consideration " , and together with the Share Consideration and the Warrant Consideration, the " Consideration " ); In addition to the Consideration for RCHI, the Company has now also issued an aggregate of a further 594,981 common shares to the Vendors in settlement of both certain reimbursable expenses which were incurred by the Vendors respecting the Project since the execution of the Agreement and for certain insurance costs incurred by UEC/RCHI at closing. As a result of the completion of the Transaction PRRF and BHI now collectively own approximately 9.67% of UEC ' s shares outstanding and both parties have agreed to certain voting and resale conditions pursuant to the terms of the Agreement. Reno Creek ISR Project Overview** The Reno Creek ISR Project is located in the Powder River Basin, Campbell County, Wyoming, approximately 80 miles northeast of Casper. The Vendors undertook significant project advancement since 2010 when they acquired the project, including expenditures targeting land acquisition, resource development, a pre-feasibility study, and permitting, which culminated in the NRC issuing a Source and Byproduct Materials License to construct and operate an ISR uranium facility in February 2017. The Source and Byproduct Materials License was the last major permit required to proceed with development of the Project. The permits allow Reno Creek to process up to 2 million pounds of uranium a year from five resource units: North Reno Creek, Southwest Reno Creek, Moore, Bing, and Pine Tree. Within the five resource units are 16 proposed production units and associated wellfields, header houses, and a central processing plant. History of the Project Substantial historical exploration, development, and project permitting work has been completed on the Reno Creek property, beginning in the late 1960s and continuing to present. Approximately 10,000 exploration drill holes have been completed by various operators over time, who continued to advance the project by drilling and growing land and mineral interests to nearly 16,000 acres by 2007. Since the Vendors took control of the Project, mineral and surface land holdings have grown to approximately 22,000 acres, including a 40-acre company-owned central processing plant site. Summary of Mineral Resources* In July 2016, the Vendors commissioned an updated Technical Report completed by Behre Dolbear & Company (USA), Inc. on Reno Creek titled " Technical Report and Audit of Resources of the Reno Creek ISR Project, Campbell County, Wyoming, USA " (the " Current Technical Report " ). Over $60 million has been expended on the Project to date, including completion of more than 10,000 drill holes. Data from drilling, including survey coordinates, collar elevations, depths, and grade of uranium intercepts, have been incorporated into the database that forms the current resource estimate at Reno Creek (Table 1).
Table 1 ⁽¹⁾

Class	Tons (millions)	Weighted Average Thickness (feet)	Weighted Average Grade (% U ₃ O ₈ )	Pounds U ₃ O ₈ (millions)
Measured & Indicated	27.47	12.3	0.041	21.98
Inferred	1.36	10.6	0.034	0.93

^{1

Cut-off of greater or equal to 0.20 grade x thickness per intercept}

The inferred resources are found principally in underexplored portions of the Reno Creek property, along extensive identified redox fronts. The authors of the July 2016 Reno Creek resource estimate recommend continuing exploration along these trends, with the expectation of further contributions to the reported resource base, given that known mineralization occurs in a continuous sandstone present across all of the Reno Creek, Moore, and Bing resource units.

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and was reviewed by Clyde L. Yancey, P.G., Vice President-Exploration for the Company, a Qualified Person under NI 43-101.

Advisors and Counsel

Haywood Securities Inc. acted as financial advisor to the Company. McMillan LLP and Holland & Hart LLP acted as legal advisors to the Company and Osler, Hoskin & Harcourt LLP acted as legal advisor to PRRF.

About Uranium Energy Corp

Uranium Energy Corp is a U.S.-based uranium mining and exploration company. The Company ' s fully-licensed Hobson Processing Facility is central to all of its projects in South Texas, including the Palangana ISR mine, the permitted Goliad ISR project and the development-stage Burke Hollow ISR project. In Wyoming, UEC controls the permitted Reno Creek ISR project. Additionally, the Company controls a pipeline of advanced-stage projects in Arizona, Colorado, New Mexico and Paraguay. The Company ' s operations are managed by professionals with a recognized profile for excellence in their industry, a profile based on many decades of hands-on experience in the key facets of uranium exploration, development and mining.

About Pacific Road Resources Funds

The Pacific Road Resources Funds are private equity funds investing in the global mining industry. They provide expansion and buyout capital for mining projects, mining related infrastructure and mining services businesses located throughout the world. The team is located in Sydney, Australia and Vancouver, Canada.

Contact Uranium Energy Corp Investor Relations at:

Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com

Stock Exchange Information:

NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103

*Notice to U.S. Investors

The mineral resources referred to herein have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101 and are not compliant with U.S. Securities and Exchange Commission (the " SEC " ) Industry Guide 7 guidelines. In addition, measured mineral resources, indicated mineral resources and inferred mineral resources, while recognized and required by Canadian regulations, are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources or inferred mineral resources will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources or inferred mineral resources referred to herein are economically or legally mineable.

**PFS

Upon the closing of the Transaction, the Company plans to complete a new and optimized PFS based substantially on the information provided in the Current Technical Report. Accordingly, the current PFS cannot be relied upon and should not be construed to reflect a current PFS in accordance with NI 43-101.

Safe Harbor Statement

Except for the statements of historical fact contained herein, the information presented in this news release constitutes " forward-looking statements " as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as " expects " or " does not expect " , " is expected " , " anticipates " or " does not anticipate " , " plans, " estimates " or " intends " , or stating that certain actions, events or results " may " , " could " , " would " , " might " or " will " be taken, occur or be achieved) are not statements of historical fact and should be viewed as " forward-looking statements " . Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of exploration activities, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes or claims limitations on insurance coverage. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.

Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company ' s ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company ' s filings with the Securities and Exchange Commission. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.