URANIUM ENERGY CORP (Form: 10-Q, Received: 06/09/2017 06:04:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2017

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-33706

URANIUM ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-0399476
State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

1030 West Georgia Street, Suite 1830, Vancouver, B.C., Canada		V6E 2Y3
(Address of principal executive offices)		(Zip Code)

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

	N/A
	(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

¨	Large accelerated filer	x	Accelerated filer

¨	Non-accelerated filer (Do not check	¨	Smaller reporting company
	if a smaller reporting company)
		¨	Emerging growth company

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 138,679,887 shares of common stock outstanding as of June 6, 2017.

URANIUM ENERGY CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

PART II – OTHER INFORMATION		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	50

SIGNATURES		51

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2017

(Unaudited)

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	Notes	April 30, 2017			July 31, 2016

CURRENT ASSETS
Cash and cash equivalents		$	9,332,492		$	7,142,571
Short-term investments	3		16,000,671			-
Inventories			211,662			275,316
Prepaid expenses and deposits	4		1,230,870			533,977
Other current assets			86,288			48,777
			26,861,983			8,000,641

MINERAL RIGHTS AND PROPERTIES	5		37,669,432			37,973,951
PROPERTY, PLANT AND EQUIPMENT	6		6,804,599			6,942,304
RECLAMATION DEPOSITS			1,706,027			1,706,027
OTHER LONG-TERM ASSETS	7		1,904,919			1,553,388
		$	74,946,960		$	56,176,311

CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	2,741,480		$	1,822,447
Due to related parties	8		998			-
			2,742,478			1,822,447

DEFERRED INCOME TAX LIABILITIES			617,686			643,825
LONG-TERM DEBT	9		18,968,008			19,198,178
OTHER LONG-TERM LIABILITY			315,519			315,519
ASSET RETIREMENT OBLIGATIONS	10		3,915,119			3,746,464
			26,558,810			25,726,433

STOCKHOLDERS' EQUITY
Capital stock
Common stock $0.001 par value: 750,000,000 shares authorized, 138,090,043 shares issued and outstanding (July 31, 2016 - 116,670,457)	11		138,090			116,670
Additional paid-in capital			270,002,689			239,701,884
Accumulated deficit			(221,737,873	)		(209,353,946	)
Accumulated other comprehensive loss			(14,756	)		(14,730	)
			48,388,150			30,449,878
		$	74,946,960		$	56,176,311

COMMITMENTS AND CONTINGENCIES	15
SUBSEQUENT EVENT	16

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

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

		Three Months Ended April 30,						Nine Months Ended April 30,
	Notes	2017			2016			2017			2016

SALES		$	-		$	-		$	-		$	-

COSTS AND EXPENSES
Cost of sales			-			-			-			-
Inventory write-down			-			-			60,694			-
Mineral property expenditures	5		999,241			725,968			2,956,805			3,408,813
General and administrative	8,11		2,092,656			2,005,465			6,616,141			7,086,669
Depreciation, amortization and accretion	5,6,10		117,792			205,488			397,399			680,573
Impairment loss on mineral properties	5		-			-			297,942			86,535
			3,209,689			2,936,921			10,328,981			11,262,590
LOSS FROM OPERATIONS			(3,209,689	)		(2,936,921	)		(10,328,981	)		(11,262,590	)

OTHER INCOME (EXPENSES)
Interest income			63,994			7,221			69,424			14,470
Interest expenses and finance costs	9		(697,644	)		(710,767	)		(2,185,166	)		(2,278,230	)
Loss on disposition of assets			-			-			(1,055	)		(2,186	)
Loss on settlement of current liabilities			-			(46,968	)		-			(46,968	)
Other income			35,712			-			35,712			-
			(597,938	)		(750,514	)		(2,081,085	)		(2,312,914	)
LOSS BEFORE INCOME TAXES			(3,807,627	)		(3,687,435	)		(12,410,066	)		(13,575,504	)

DEFERRED INCOME TAX BENEFIT			8,763			8,380			26,139			22,910
NET LOSS FOR THE PERIOD			(3,798,864	)		(3,679,055	)		(12,383,927	)		(13,552,594	)

OTHER COMPREHENSIVE LOSS, NET OF INCOME TAXES			(28	)		136			(26	)		(282	)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD		$	(3,798,892	)	$	(3,678,919	)	$	(12,383,953	)	$	(13,552,876	)

NET LOSS PER SHARE, BASIC AND DILUTED	12	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.13	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED			137,452,998			109,710,985			124,676,016			102,588,834

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

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine Months Ended April 30,
	Notes	2017			2016
CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES
Net loss for the period		$	(12,383,927	)	$	(13,552,594	)
Adjustments to reconcile net loss to cash flows in operating activities
Stock-based compensation	11		2,482,178			2,487,651
Depreciation, amortization and accretion	5,6,10		397,399			680,573
Amortization of long-term debt discount	9		869,830			960,807
Inventory write-down			60,694			-
Re-valuation of asset retirement obligations			-			(184,381	)
Impairment loss on mineral properties	5		297,942			86,535
Loss on disposition of assets			1,055			2,186
Deferred income tax benefit			(26,139	)		(22,910	)
Loss on settlement of current liabilities			-			46,968
Changes in operating assets and liabilities
Inventories			2,960			-
Prepaid expenses and deposits			(625,393	)		(303,294	)
Other current assets			(37,537	)		(6,301	)
Accounts payable and accrued liabilities	14		745,967			(460,536	)
NET CASH FLOWS USED IN OPERATING ACTIVITIES			(8,214,971	)		(10,265,296	)

FINANCING ACTIVITIES
Shares issuance for cash, net of issuance costs	11		26,444,815			10,324,264
Purchase of short-term investments	3		(16,000,671	)		-
Due to related parties	8		998			-
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES			10,445,142			10,324,264

INVESTING ACTIVITIES
Net cash used in asset acquisition			-			(46,084	)
Purchase of property, plant and equipment			(40,250	)		(19,304	)
Proceeds from disposition of assets			-			818
Decrease in reclamation deposits			-			(1	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES			(40,250	)		(64,571	)

NET CASH FLOWS			2,189,921			(5,603	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			7,142,571			10,092,408
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	9,332,492		$	10,086,805

SUPPLEMENTAL CASH FLOW INFORMATION	14

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

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Stockholders'
	Shares		Amount		Capital		Deficit			Loss			Equity
Balance, July 31, 2016		116,670,457	$	116,670	$	239,701,884	$	(209,353,946	)	$	(14,730	)	$	30,449,878
Common stock
Issued for equity financing, net of issuance costs		17,330,836		17,331		19,404,020		-			-			19,421,351
Issued for exercise of stock options		251,050		252		54,348		-			-			54,600
Issued for exercise of warrants		1,620,670		1,620		1,943,184		-			-			1,944,804
Issued for credit facility		738,503		739		1,099,261		-			-			1,100,000
Issued for property acquisition		50,000		50		71,450		-			-			71,500
Issued for mineral property		46,800		46		48,626		-			-			48,672
Issued for settlement of current liabilities		151,679		152		174,908		-			-			175,060
Stock-based compensation
Common stock issued for consulting services		559,623		557		693,613		-			-			694,170
Common stock issued under Stock Incentive Plan		670,425		673		724,691		-			-			725,364
Stock options issued to consultants		-		-		303,047		-			-			303,047
Stock options issued to management		-		-		430,218		-			-			430,218
Stock options issued to employees		-		-		329,379		-			-			329,379
Warrants														-
Issued for equity financing		-		-		4,409,570		-			-			4,409,570
Issued for equity financing as issuance costs		-		-		614,490		-			-			614,490
Net loss for the period		-		-		-		(12,383,927	)		-			(12,383,927	)
Other comprehensive loss		-		-		-		-			(26	)		(26	)
Balance, April 30, 2017		138,090,043	$	138,090	$	270,002,689	$	(221,737,873	)	$	(14,756	)	$	48,388,150

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

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 1:

NATURE OF OPERATIONS

Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States and Paraguay.

Although planned principal operations have commenced from which significant revenues from sales of uranium concentrates were realized for the fiscal years ended July 31, 2015 (“Fiscal 2015”), 2013 (“Fiscal 2013”) and 2012 (“Fiscal 2012”), the Company has yet to achieve profitability and has had a history of operating losses resulting in an accumulated deficit balance since inception. No revenue from uranium sales was realized for the nine months ended April 30, 2017, or for the fiscal years ended July 31, 2016 (“Fiscal 2016”) and 2014 (“Fiscal 2014”). Historically, we have been reliant primarily on equity financings from the sale of its common stock and, during Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future.

At April 30, 2017, we had working capital of $24.1 million including cash and cash equivalents of approximately $9.3 million and short-term investments of approximately $16.0 million. Our existing cash resources as at April 30, 2017 are expected to provide sufficient funds to carry our planned operations for the next 12 months from the date that our condensed consolidated financial statements are issued. Our continuation as a going concern for a period beyond 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. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

NOTE 2:

BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the Fiscal 2016. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation, have been made. Operating results for the nine months ended April 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2017 (“Fiscal 2017”).

Exploration Stage

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including the Palangana Mine. 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 Palangana Mine. As a result, and despite the fact that we commenced extraction of mineralized materials at our Palangana Mine in November 2010, we remain in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

Since we commenced extraction of mineralized materials at the Palangana Mine without having established proven or probable reserves, any mineralized materials established or extracted from the Palangana Mine should not in any way be associated with having established or produced from proven or probable reserves.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

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 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 under Industry Guide 7, 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, rather than capitalizing, of expenditures relating to ongoing mill and mine development activities. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

Recently Adopted Accounting Standards

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements (“ASU 2014-15”). ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Our Company has adopted this standard effective August 1, 2016 for the fiscal year ending July 31, 2017. Adoption of this standard has not had a significant impact on these unaudited interim condensed consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Improvement to Employee Share-Based Payment Accounting (“ASU 2016-09”), as part of its simplification initiative. ASU 2016-09 allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current U.S. GAAP) or account for forfeitures when they occur. For public business entities, ASU 2016-09 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Our Company has made an election to account for forfeitures when they occur for Fiscal 2017. This election has not had a significant impact on these unaudited interim condensed consolidated financial statements.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 3:

SHORT-TERM INVESTMENTS

Our short-term investments are comprised of term deposits with maturities from three months to one year from the date of the initial investments. As at April 30, 2017, we had short-term investments of $16,000,671 (July 31, 2016: $Nil).

NOTE 4:

PREPAID EXPENSES AND DEPOSITS

Prepaid expenses and deposits represent future expenditures our Company pays in advance, which usually expire with the passage of time or through use and consumption.

At April 30, 2017, prepaid expenses and deposits consisted of the following:

	April 30, 2017		July 31, 2016
Prepaid Property Renewal Fees	$	682,368	$	149,066
Prepaid Insurance		95,368		101,270
Prepaid Listing and Subscriptions		74,332		60,605
Prepaid License Fees		64,584		20,283
Prepaid Surety Bond Premium		68,165		38,271
Deposits and Expense Advances		87,707		87,996
Other Prepaid Expenses		158,346		76,486
	$	1,230,870	$	533,977

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 5:

MINERAL RIGHTS AND PROPERTIES

Mineral Rights

At April 30, 2017, we had mineral rights in the States of Arizona, Colorado, New Mexico and Texas and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. At April 30, 2017, annual maintenance payments of approximately $1,228,000 will be required to maintain these mineral rights.

Mineral rights and property acquisition costs consisted of the following:

	April 30, 2017			July 31, 2016
Mineral Rights and Properties
Palangana Mine	$	6,443,028		$	6,443,028
Goliad Project		8,689,127			8,689,127
Burke Hollow Project		1,495,750			1,495,750
Longhorn Project		116,870			116,870
Salvo Project		14,905			14,905
Nichols Project		-			154,774
Anderson Project		9,154,268			9,154,268
Workman Creek Project		1,520,680			1,472,008
Los Cuatros Project		257,250			257,250
Slick Rock Project		615,650			615,650
Yuty Project		11,947,144			11,947,144
Oviedo Project		1,133,412			1,133,412
Other Property Acquisitions		91,080			234,248
		41,479,164			41,728,434
Accumulated Depletion		(3,929,884	)		(3,929,884	)
		37,549,280			37,798,550

Databases		2,410,038			2,410,038
Accumulated Amortization		(2,388,947	)		(2,364,019	)
		21,091			46,019

Land Use Agreements		404,310			404,310
Accumulated Amortization		(305,249	)		(274,928	)
		99,061			129,382
	$	37,669,432		$	37,973,951

We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, for any of our mineral projects. We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. Since we commenced uranium extraction at the Palangana Mine 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.

During the nine months ended April 30, 2017, we issued 46,800 restricted shares with a fair value of $48,672 as an advance royalty payment for our Workman Creek Project, which was capitalized as Mineral Rights & Properties on our consolidated balance sheet as at April 30, 2017.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

During the nine months ended April 30, 2017, we abandoned our Nichols Project located in Texas and certain non-core mineral interests at projects located in Arizona, Colorado and New Mexico with a combined acquisition cost of $297,942. As a result, an impairment loss on mineral properties of $297,942 was reported on our condensed consolidated statements of operations for the nine months ended April 30, 2017.

During the nine ended April 30, 2016, we abandoned certain mineral interests at the projects located in Colorado and New Mexico with a combined acquisition cost of $86,535. As a result, an impairment loss on mineral properties of $86,535 was reported on our consolidated statement of operations for the nine months ended April 30, 2016.

During the nine months ended April 30, 2016, the asset retirement obligations (“ARO”) of the Palangana Mine were revised due to changes in the estimated timing of restoration and reclamation of the Palangana Mine, resulting in the corresponding mineral rights and properties being reduced by $24,787, and a credit amount of re-valuation of ARO totaling $184,381 being recorded against the mineral property expenditures for the Palangana Mine.

During the three and nine months ended April 30, 2017 and 2016, we continued with reduced operations at our Palangana Mine to capture residual uranium only. As a result, no depletion for the Palangana Mine was recorded on our consolidated financial statements for the three and nine months ended April 30, 2017 and 2016, respectively.

Mineral property expenditures incurred by major projects were as follows:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2017		2016		2017		2016
Mineral Property Expenditures
Palangana Mine	$	239,781	$	280,345	$	625,430	$	1,031,625
Goliad Project		40,295		26,848		90,174		71,679
Burke Hollow Project		288,742		48,409		439,058		974,661
Longhorn Project		23,724		247		24,777		4,620
Salvo Project		6,701		4,622		21,710		21,697
Anderson Project		30,489		3,564		45,993		170,780
Workman Creek Project		7,673		418		23,593		32,109
Slick Rock Project		12,207		-		36,759		53,861
Yuty Project		91,175		89,246		282,887		291,788
Oviedo Project		58,054		136,031		273,124		422,763
Alto Parana Project		95,460		-		618,093		-
Other Mineral Property Expenditures		104,940		136,238		475,207		517,611
Revaluation of Asset Retirement Obligations		-		-		-		(184,381	)
	$	999,241	$	725,968	$	2,956,805	$	3,408,813

During the three and nine months ended April 30, 2017, and pursuant to a share purchase and option agreement effective March 4, 2016 to acquire the Alto Parana Project, a titanium project located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay, we recorded total costs of $95,460 and $618,093, respectively, related to maintenance and assessment work required to keep the Alto Parana Project in good standing. Refer to Note 7: Other Long-Term Assets.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 6:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	April 30, 2017							July 31, 2016
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Hobson Processing Facility	$	6,819,088	$	(773,933	)	$	6,045,155	$	6,819,088	$	(773,933	)	$	6,045,155
Mining Equipment		2,426,385		(2,361,519	)		64,866		2,438,920		(2,256,901	)		182,019
Logging Equipment and Vehicles		1,971,742		(1,815,190	)		156,552		1,962,895		(1,801,811	)		161,084
Computer Equipment		577,938		(562,027	)		15,911		586,116		(555,972	)		30,144
Furniture and Fixtures		170,701		(168,106	)		2,595		172,348		(167,966	)		4,382
Land		519,520		-			519,520		519,520		-			519,520
	$	12,485,374	$	(5,680,775	)	$	6,804,599	$	12,498,887	$	(5,556,583	)	$	6,942,304

During the three and nine months ended April 30, 2017 and 2016, no uranium concentrate was processed at the Hobson Processing Facility due to the reduced operations at our Palangana Mine. As a result, no depreciation for the Hobson Processing Facility was recorded on our consolidated financial statements for the three and nine months ended April 30, 2017 and 2016.

NOTE 7:

OTHER LONG-TERM ASSETS

At April 30, 2017, other long-term assets totaled $1,904,919, which were comprised of $1,553,388 for considerations paid and to be paid for the acquisition of the Alto Parana Project and $351,531 in transaction costs primarily for the pending acquisition of the Reno Creek Project. Refer to Note 16: Subsequent Event.

On March 4, 2016, we entered into a share purchase and option agreement (the “SPOA”) with CIC Resources Inc. (the “Vendor”) pursuant to which we acquired (the “Acquisition”) all of the issued and outstanding shares of JDL Resources Inc. (“JDL”), a wholly-owned subsidiary of the Vendor, and was granted an option to acquire all of the issued and outstanding shares of CIC Resources (Paraguay) Inc. (“CIC”; the “Option”), another wholly-owned subsidiary of the Vendor. JDL’s principal assets include land located in the department of Alto Parana in the Republic of Paraguay. CIC is the beneficial owner of Paraguay Resources Inc. which is the 100% owner of the Alto Parana Project, comprising of certain titanium mineral concessions located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay.

Pursuant to the SPOA, the Company issued 1,333,560 restricted common shares in the capital of the Company and paid $50,000 in cash to complete the Acquisition. If the Company pays or causes to pay on the Vendor’s behalf certain maintenance payments and assessment work required to keep the Alto Parana Project in good standing as directed by the Vendor, during the one-year period following completion of the Acquisition (the “Option Period”), the Company may elect in its discretion to exercise the Option at any time, or if, in accordance with the SPOA, the Vendor satisfies certain conditions precedent to exercise, the Company will be deemed to have exercised the Option. Upon exercise of the Option the Company is required to pay, subject to certain adjustments, $250,000 in cash to the Vendor and to grant to the Vendor a 1.5% net smelter returns royalty (the “Royalty”) on the Alto Parana Project as contemplated by a proposed net smelter returns royalty agreement (the “Royalty Agreement”) to be executed by the parties upon exercise of the Option. Pursuant to the proposed Royalty Agreement, the Company has the right, exercisable at any time for a period of six years following exercise of the Option, to acquire one-half percent (0.5%) of the Royalty at a purchase price of $500,000.

By way of an amending letter dated March 3, 2017, the Company and the Vendor agreed to extend the Option Period by one year to March 4, 2018.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

We hold a variable interest in CIC as a result of the Option, however, we are not the primary beneficiary due to the fact that we do not have the power over decisions that significantly affect CIC’s economic performance. Accordingly, we do not consolidate the results of CIC and therefore, the other long-term asset of $1,553,388 effectively represents the amount paid in advance for CIC’s assets totaling $1,303,388 and $250,000 to be paid upon the exercise of the Option for the Acquisition of CIC.

At April 30, 2017, the carrying value of the other long-term asset relating to the Acquisition of CIC and our maximum exposure to loss from the unconsolidated variable interest entity, which would arise if we are unable to exercise the Option, is as follows:

	April 30, 2017			July 31, 2016
Other Long-Term Asset	$	1,553,388		$	1,553,388
Cash Payable Upon Exercise of the Option		(250,000	)		(250,000	)
Maximum Exposure to Loss	$	1,303,388		$	1,303,388

NOTE 8:

DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

During the three and nine months ended April 30, 2017, the Company incurred $30,664 and $134,515 (three and nine months ended April 30, 2016: $30,134 and $128,727), respectively, in general and administrative costs paid to Blender Media Inc. (“Blender”), a company controlled by Arash Adnani, the brother of our President and Chief Executive Officer, for various services including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

During the three and nine months ended April 30, 2017, the Company issued 59,546 and 148,368 restricted common shares with a fair value of $78,572 and $170,060, respectively, as settlement of the equivalent amounts owed to Blender. As a result, no gain or loss on settlement of current liabilities was recognized on the condensed consolidated statements of operation and comprehensive loss.

During the three and nine months ended April 30, 2016, the Company issued 117,998 restricted common shares with a fair value of $109,738 as settlement of amounts owed to Blender totaling $98,371. As a result, a loss on settlement of current liabilities of $11,367 was recognized in the condensed consolidated statements of operations and comprehensive loss.

At April 30, 2017, the amount owing to Blender was $998 (July 31, 2016: $Nil).

NOTE 9:

LONG-TERM DEBT

On February 9, 2016, we entered into the second amended and restated credit agreement (the “Second Amended Credit Agreement”) with our lenders, Sprott Resource Lending Partnership, CEF (Capital Markets) Limited and Resource Income Partners Limited Partnership (collectively, the “Lenders”), under which we had previously drawn down the maximum $20,000,000 in principal under the current credit facility (the “Credit Facility”).

As at April 30, 2017, long-term debt consisted of the following:

	April 30, 2017			July 31, 2016
Principal amount	$	20,000,000		$	20,000,000
Unamortized discount		(1,031,992	)		(801,822	)
Long-term debt, net of unamortized discount	$	18,968,008		$	19,198,178

During the three months ended April 30, 2017, and pursuant to the terms of the Second Amended Credit Agreement, we issued 738,503 shares with a fair value of $1,100,000, representing 5.5% of the $20,000,000 principal balance outstanding at January 31, 2017, as payment of anniversary fees to the Lenders.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

For the three and nine months ended April 30, 2017 and 2016, the amortization of debt discount totaled $268,262 and $869,830 (three and nine months ended April 30, 2016: $277,417 and $960,807), respectively, which was recorded as interest expense and included in our condensed consolidated statements of operations and comprehensive loss.

The aggregate yearly maturities of the long-term debt based on principal amounts outstanding at April 30, 2017 are as follows:

Fiscal 2017	$	-
Fiscal 2018		-
Fiscal 2019		10,000,000
Fiscal 2020		10,000,000
Total	$	20,000,000

NOTE 10:

ASSET RETIREMENT OBLIGATIONS

The Company’s ARO relate to future remediation and decommissioning activities at our Palangana Mine and Hobson Processing Facility.

Balance, July 31, 2016	$	3,746,464
Accretion		168,655
Balance, April 30, 2017	$	3,915,119

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

	April 30, 2017		July 31, 2016
Undiscounted amount of estimated cash flows	$	6,650,255	$	6,650,255

Payable in years		4.1 to 15		4.1 to 15
Inflation rate		1.15% to 2.25%		1.15% to 2.25%
Discount rate		5.02% to 8.00%		5.02% to 8.00%

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

Fiscal 2017	$	-
Fiscal 2018		-
Fiscal 2019		139,052
Fiscal 2020		414,058
Fiscal 2021		667,984
Remaining balance		5,429,161
	$	6,650,255

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 11:

CAPITAL STOCK

Equity Financing

We filed a Form S-3 shelf registration statement, which was declared effective on January 10, 2014 (the “2014 Shelf”). The 2014 Shelf provided for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

On January 20, 2017, we completed a public offering of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $25,996,254 (the “Equity Financing”) pursuant to a prospectus supplement to the 2014 Shelf. Each unit is comprised of one share of the Company and one-half of one share purchase warrant, however, as a result of rounding, since we will not issue fractional shares, there were only actually 9,571,929 whole warrants issued instead of 9,571,934 whole warrants. Each whole warrant entitles its holder to acquire one share at an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance. In connection with the Equity Financing, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 906,516 shares of our Company, exercisable six months to three years from the date of issuance at a price of $2.00 per share.

We filed a Form S-3 shelf registration statement, which was declared effective on March 10, 2017 (the “2017 Shelf”), and as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

The Equity Financing shares were valued at the Company’s closing price of $1.54 per share at January 20, 2017. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions:

Expected Risk Free Interest Rate	1.50	%
Expected Annual Volatility	76.96	%
Expected Contractual Life in Years	3.00
Expected Annual Dividend Yield	0.00	%

The net proceeds from the Equity Financing were allocated to the fair values of the shares and share purchase warrants as presented below:

Fair Value of Shares	$	26,689,487
Fair Value of Share Purchase Warrants		5,873,932
Total Fair Value Before Allocation to Net Proceeds	$	32,563,419

Gross Proceeds	$	25,996,254
Share Issuance Costs - Cash		(1,550,843	)
Net Cash Proceeds Received	$	24,445,411

Relative Fair Value Allocation to:
Shares	$	20,035,841
Share Purchase Warrants		4,409,570
	$	24,445,411

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

Share Transactions

A summary of the Company’s share transactions for the nine months ended April 30, 2017 are as follows:

	Common		Value per Share				Issuance
Period / Description	Shares Issued		Low		High		Value
Balance, July 31, 2016		116,670,457
Mineral Property		46,800	$	1.04	$	1.04	$	48,672
Consulting Services		166,926		0.90		1.06		175,908
Options Exercised ⁽¹⁾		133,125		0.45		0.45		59,906
Settlement of Current Liabilities		88,822		1.03		1.03		91,488
Shares Issued Under Stock Incentive Plan		292,957		0.93		1.09		291,770
Balance, October 31, 2016		117,399,087
Equity Financing		17,330,836		1.50		1.50		25,996,254
Consulting Services		169,166		0.86		1.49		195,991
Options Exercised ⁽²⁾		87,050		0.45		0.93		40,862
Warrants Exercised		1,179,493		1.20		1.20		1,415,392
Shares Issued Under Stock Incentive Plan		231,269		0.88		1.12		217,698
Balance, January 31, 2017		136,396,901
Debt Facility		738,503		1.49		1.49		1,100,000
Consulting Services		223,531		1.43		1.55		322,271
Options Exercised ⁽³⁾		30,875		0.93		0.93		28,714
Warrants Exercised		441,177		1.20		1.20		529,412
Property Acquisition		50,000		1.43		1.43		71,500
Settlement of Current Liabilities		62,857		1.32		1.48		83,572
Shares Issued Under Stock Incentive Plan		146,199		1.31		1.61		215,896
Balance, April 30, 2017		138,090,043

⁽¹⁾ 100,000 options were exercised on a forfeiture basis, of which 46,875 shares with a value of $21,094 were forfeited as payment for the exercise value resulting in 53,125 net shares being issued with a value of $23,906 as a consequence of such exercise.

⁽²⁾ 142,134 options were exercised on a forfeiture basis, of which 57,584 shares with a value of $26,624 were forfeited as payment for the exercise resulting in 84,550 net shares being issued with a value of $38,537 as a consequence of such exercise.

⁽³⁾ 30,000 options were exercised on a forfeiture basis, of which 16,625 shares with a value of $15,461 were forfeited as payment for the exercise resulting in 13,375 net shares being issued with a value of $12,439 as a consequence of such exercise.

Share Purchase Warrants

In connection with the Equity Financing closed on January 20, 2017, we issued 8,665,413 share purchase warrants and 906,516 compensation warrants to agents as issuance costs with an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance.

A continuity schedule of outstanding share purchase warrants for the nine months ended April 30, 2017 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balance, July 31, 2016		13,953,872			1.65		2.31
Issued		9,571,929			2.00		2.72
Exercised		(1,620,670	)		1.20		-
Expired		(1,859,524	)		2.60		-
Balance, April 30, 2017		20,045,607		$	1.77		2.29

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

A summary of share purchase warrants outstanding and exercisable at April 30, 2017 are as follows:

Weighted Average Exercise Price		Number of Warrants Outstanding			Expiry Date	Weighted Average Remaining Contractual Life (Years)
$	1.20		4,973,678		March 10, 2019		1.86
	1.35		2,600,000		January 30, 2020		2.75
	1.95		50,000		June 3, 2018		1.09
	2.00		9,571,929	*	January 20, 2020		2.72
	2.35		2,850,000		June 25, 2018		1.15
$	1.77		20,045,607				2.29

*These share purchase warrants will be exercisable on July 20, 2017 pursuant to the Equity Financing.

Stock Options

At April 30, 2017, we had one stock option plan, the 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan provides for not more than 18,892,856 shares of the Company that may be issued and consists of (i) 10,467,134 shares issuable pursuant to awards previously granted that were outstanding under our 2015 Stock Incentive Plan (the “2015 Plan”); (ii) 7,225,722 shares remaining available for issuance under the 2015 Plan; and (iii) 1,200,000 additional shares that may be issued pursuant to awards that may be granted under the 2016 Plan. The 2016 Plan superseded and replaced the Company’s 2015 Plan, which superseded and replaced the Company’s prior 2014, 2013, 2009 and 2006 Stock Incentive Plans (collectively the “Stock Incentive Plan”), such that no further shares are issuable under those prior plans.

A summary of stock options granted by the Company during the nine months ended April 30, 2017, including corresponding grant date fair values and assumptions using the Black Scholes option pricing model is as follows:

Date	Options Issued		Exercise Price		Term (Years)		Fair Value		Expected Life (Years)		Risk-Free Interest Rate			Dividend Yield			Expected Volatility
August 2, 2016		182,500	$	0.93		5.00	$	90,222		2.90		0.78	%		0.00	%		84.14	%
August 12, 2016		190,000		1.12		5.00		106,339		2.90		0.81	%		0.00	%		78.07	%
December 9, 2016		50,000		1.07		5.00		25,999		2.50		1.29	%		0.00	%		80.90	%
December 9, 2016		100,000		1.07		5.00		53,819		2.90		1.40	%		0.00	%		77.87	%
March 13, 2017		50,000		1.33		5.00		36,314		2.90		1.65	%		0.00	%		85.80	%
April 4, 2017		50,000		1.35		5.00		36,785		2.90		1.44	%		0.00	%		85.86	%
Total		622,500					$	349,478

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

A continuity schedule of outstanding stock options for the underlying common shares for the nine months ended April 30, 2017 is as follows:

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Balance, July 31, 2016		12,105,858		$	1.34		3.36
Issued		372,500			1.03		4.77
Exercised		(180,000	)		0.45		-
Expired		(10,724	)		5.13		-
Balance, October 31, 2016		12,287,634		$	1.34		3.21
Issued		150,000			1.07		4.61
Exercised		(144,634	)		0.47		-
Expired		(40,000	)		2.46		-
Balance, January 31, 2017		12,253,000		$	1.35		3.02
Issued		100,000			1.34		4.90
Exercised		(47,500	)		0.93		-
Expired		(50,000	)		5.70		-
Balance, April 30, 2017		12,255,500		$	1.33		2.80

At April 30, 2017, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was estimated at $1,498,281 (vested: $1,174,003 and unvested: $324,278).

At April 30, 2017, unrecognized stock-based compensation expense related to the unvested portion of stock options granted under the Stock Incentive Plan totaled $270,751 to be recognized over the next 0.63 years.

A summary of stock options outstanding and exercisable at April 30, 2017 is as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Outstanding at April 30, 2017		Weighted Average Exercise Price		Exercisable at April 30, 2017		Weighted Average Exercise Price
$0.45 to $0.96		2,708,000	$	0.77		1,802,750	$	0.69
$0.97 to $2.45		8,762,500		1.34		8,417,500		1.35
$2.46 to $5.70		785,000		3.18		785,000		3.18
		12,255,500	$	1.33		11,005,250	$	1.37

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

Stock-Based Compensation

A summary of stock-based compensation expense is as follows:

	Three Months Ended April 30,					Nine Months Ended April 30,
	2017		2016			2017		2016
Stock-Based Compensation for Consultants
Common stock issued for consulting services	$	398,944	$	470,549		$	920,971	$	1,429,324
Stock options issued to consultants		24,796		(4,461	)		303,047		66,317
		423,740		466,088			1,224,018		1,495,641
Stock-Based Compensation for Management
Common stock issued to management		33,057		45,299			175,950		81,495
Stock options issued to management		62,873		195,464			430,218		640,789
		95,930		240,763			606,168		722,284
Stock-Based Compensation for Employees
Common stock issued to employees		106,166		76,299			322,613		106,602
Stock options issued to employees		42,041		15,710			329,379		163,124
		148,207		92,009			651,992		269,726
	$	667,877	$	798,860		$	2,482,178	$	2,487,651

NOTE 12:

LOSS PER SHARE

The following table reconciles the weighted average number of shares used in the calculation of the basic and diluted loss per share:

	Three Months Ended April 30,						Nine Months Ended April 30,
	2017			2016			2017			2016
Numerator
Net Loss for the Period	$	(3,798,864	)	$	(3,679,055	)	$	(12,383,927	)	$	(13,552,594	)

Denominator
Basic Weighted Average Number of Shares		137,452,998			109,710,985			124,676,016			102,588,834
Dilutive Stock Options and Warrants		-			-			-			-
Diluted Weighted Average Number of Shares		137,452,998			109,710,985			124,676,016			102,588,834

Net Loss per Share, Basic and Diluted	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.13	)

For the three and nine months ended April 30, 2017 and 2016, all outstanding stock options and share purchase warrants were excluded from the calculation of the diluted loss per share since we reported net losses for those periods and their effects would be anti-dilutive.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 13:

SEGMENTED INFORMATION

Our Company currently operates in a single reportable segment and is focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

At April 30, 2017, our long-term assets located in the United States totaled $33,087,638 or 69% of our Company’s total long-term assets of $48,084,977.

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

	April 30, 2017
	United States
Balance Sheet Items	Texas		Arizona		Other States		Canada		Paraguay		Total
Mineral Rights and Properties	$	12,950,966	$	10,932,198	$	705,713	$	-	$	13,080,555	$	37,669,432
Property, Plant and Equipment		6,441,203		-		-		12,020		351,376		6,804,599
Reclamation Deposits		1,690,209		15,000		818		-		-		1,706,027
Other Long-Term Assets		-		-		351,531		-		1,553,388		1,904,919
Total Long-Term Assets	$	21,082,378	$	10,947,198	$	1,058,062	$	12,020	$	14,985,319	$	48,084,977

	July 31, 2016
	United States
Balance Sheet Items	Texas		Arizona		Other States		Canada		Paraguay		Total
Mineral Rights and Properties	$	13,191,408	$	10,891,861	$	810,127	$	-	$	13,080,555	$	37,973,951
Property, Plant and Equipment		6,573,079		-		-		14,909		354,316		6,942,304
Reclamation Deposits		1,690,209		15,000		818		-		-		1,706,027
Other Long-Term Assets		-		-		-		-		1,553,388		1,553,388
Total Long-Term Assets	$	21,454,696	$	10,906,861	$	810,945	$	14,909	$	14,988,259	$	48,175,670

The tables below provide a breakdown of our Company’s operating results by geographic segments for the three and nine months ended April 30, 2017. All intercompany transactions have been eliminated.

	Three Months Ended April 30, 2017
	United States
Statement of Operations	Texas			Arizona			Other States			Canada			Paraguay			Total
Sales	$	-		$	-		$	-		$	-		$	-		$	-

Costs and Expenses:
Cost of sales		-			-			-			-			-			-
Inventory write-down		-			-			-			-			-			-
Mineral property expenditures		703,147			23,354			28,051			-			244,689			999,241
General and administrative		1,363,303			3,389			1,068			721,423			3,473			2,092,656
Depreciation, amortization and accretion		115,071			-			249			2,016			456			117,792
Impairment loss on mineral properties		-			-			-			-			-			-
		2,181,521			26,743			29,368			723,439			248,618			3,209,689
Loss from operations		(2,181,521	)		(26,743	)		(29,368	)		(723,439	)		(248,618	)		(3,209,689	)

Other income (expenses)		(593,873	)		(4,611	)		-			1,034			(488	)		(597,938	)
Loss before income taxes	$	(2,775,394	)	$	(31,354	)	$	(29,368	)	$	(722,405	)	$	(249,106	)	$	(3,807,627	)

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

	Three months Ended April 30, 2016
	United States
Statement of Operations	Texas			Arizona			Other States			Canada			Paraguay			Total
Sales	$	-		$	-		$	-		$	-		$	-		$	-

Costs and Expenses:
Cost of sales		-			-			-			-			-			-
Inventory write-down		-			-			-			-			-			-
Mineral property expenditures		495,830			3,982			881			-			225,275			725,968
General and administrative		1,426,110			66,534			989			514,853			(3,021	)		2,005,465
Depreciation, amortization and accretion		200,732			-			750			2,385			1,621			205,488
Impairment loss on mineral properties		-			-			-			-			-			-
		2,122,672			70,516			2,620			517,238			223,875			2,936,921
Loss from operations		(2,122,672	)		(70,516	)		(2,620	)		(517,238	)		(223,875	)		(2,936,921	)

Other income (expenses)		(745,888	)		(4,663	)		-			31			6			(750,514	)
Loss before income taxes	$	(2,868,560	)	$	(75,179	)	$	(2,620	)	$	(517,207	)	$	(223,869	)	$	(3,687,435	)

	Nine Months Ended April 30, 2017
	United States
Statement of Operations	Texas			Arizona			Other States			Canada			Paraguay			Total
Sales	$	-		$	-		$	-		$	-		$	-		$	-

Costs and Expenses:
Cost of sales		-			-			-			-			-			-
Inventory write-down		60,694			-			-			-			-			60,694
Mineral property expenditures		1,651,954			69,866			60,881			-			1,174,104			2,956,805
General and administrative		4,628,740			30,372			3,203			1,915,131			38,695			6,616,141
Depreciation, amortization and accretion		390,138			-			747			5,984			530			397,399
Impairment loss on mineral properties		185,942			8,334			103,666			-			-			297,942
		6,917,468			108,572			168,497			1,921,115			1,213,329			10,328,981
Loss from operations		(6,917,468	)		(108,572	)		(168,497	)		(1,921,115	)		(1,213,329	)		(10,328,981	)

Other income (expenses)		(2,067,125	)		(14,146	)		-			635			(449	)		(2,081,085	)
Loss before income taxes	$	(8,984,593	)	$	(122,718	)	$	(168,497	)	$	(1,920,480	)	$	(1,213,778	)	$	(12,410,066	)

	Nine Months Ended April 30, 2016
	United States
Statement of Operations	Texas			Arizona			Other States			Canada			Paraguay			Total
Sales	$	-		$	-		$	-		$	-		$	-		$	-

Costs and Expenses:
Cost of sales		-			-			-			-			-			-
Inventory write-down		-			-			-			-			-			-
Mineral property expenditures		2,347,348			213,885			133,031			-			714,549			3,408,813
General and administrative		5,074,713			141,526			2,652			1,865,839			1,939			7,086,669
Depreciation, amortization and accretion		667,080			-			2,250			6,017			5,226			680,573
Impairment loss on mineral properties		-			-			86,535			-			-			86,535
		8,089,141			355,411			224,468			1,871,856			721,714			11,262,590
Loss from operations		(8,089,141	)		(355,411	)		(224,468	)		(1,871,856	)		(721,714	)		(11,262,590	)

Other income (expenses)		(2,299,582	)		(14,198	)		-			849			17			(2,312,914	)
Loss before income taxes	$	(10,388,723	)	$	(369,609	)	$	(224,468	)	$	(1,871,007	)	$	(721,697	)	$	(13,575,504	)

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 14:

SUPPLEMENTAL CASH FLOW INFORMATION

During the nine months ended April 30, 2017 and 2016, we issued 559,623 and 1,370,843 restricted shares with a fair value of $694,170 and $1,338,091, respectively, for consulting services.

During the nine months ended April 30, 2017 and 2016, we issued 670,425 and 307,787 shares with a fair value of $725,364 and $279,330, respectively, as compensation to certain management, employees and consultants of the Company under the Stock Incentive Plan.

During the nine months ended April 30, 2017 and 2016, we paid $1,213,333 and $1,217,778, respectively, in cash for interest on our long-term debt.

During the nine months ended April 30, 2017 and 2016, we issued 151,679 and 487,574 shares with a fair value of $175,060 and $453,444, respectively, as settlement of certain of the Company’s accounts payable.

During the nine months ended April 30, 2017, we issued 46,800 restricted shares with a fair value of $48,672 as an advance royalty payment for our Workman Creek Project.

During the nine months ended April 30, 2017, we issued 738,503 shares with a fair value of $1,100,000 as payment of anniversary fees to our Lenders.

During the nine months ended April 30, 2016, we issued 1,333,560 restricted common shares and paid $50,000 in cash as consideration to acquire all of the issued and outstanding shares of JDL.

NOTE 15: COMMITMENTS AND CONTINGENCIES

We are renting or leasing various office or storage space located in the United States, Canada and Paraguay with total monthly payments of $18,496. Office lease agreements expire between May 2017 and March 2021 for the United States and Canada.

The aggregate minimum rental and lease payments over the next five fiscal years are as follows:

Fiscal 2017	$	55,344
Fiscal 2018		216,444
Fiscal 2019		83,127
Fiscal 2020		83,711
Fiscal 2021		55,807
	$	494,433

We are committed to pay our key executives a total of $701,000 per year for various management services.

The Company is subject to ordinary routine litigation incidental to its business. Except as disclosed below, the Company is not aware of any material legal proceedings pending or that have been threatened against the Company.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

On or about March 9, 2011, the Texas Commission on Environmental Quality (the “TCEQ”) granted the Company’s applications for a Class III Injection Well Permit, Production Area Authorization and Aquifer Exemption for its Goliad Project. On or about December 4, 2012, the U.S. Environmental Protection Agency (the “EPA”) concurred with the TCEQ issuance of the Aquifer Exemption permit (the “AE”). With the receipt of this concurrence, the final authorization required for uranium extraction, our Goliad Project achieved fully-permitted status. On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250 ^th District Court in Travis County, Texas. A motion filed by the Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position. On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit in the United States (the “Fifth Circuit”) to appeal the EPA’s decision. On or about March 5, 2013, a motion filed by the Company to intervene in this matter was granted. The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings. The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval. In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE. The Company and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period. On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, the Company conducted a joint groundwater survey of the site, the result of which reaffirmed the Company’s previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of the Company’s existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule (the “Status Report”). In that Status Report, the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. The Company continues to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

On or about April 3, 2012, the Company received notification of a lawsuit filed in the State of Arizona, in the Superior Court for the County of Yavapai, by certain petitioners (the “Plaintiffs”) against a group of defendants, including the Company and former management and board members of Concentric Energy Corp. (“Concentric”). The lawsuit asserts certain claims relating to the Plaintiffs’ equity investments in Concentric, including allegations that the former management and board members of Concentric engaged in various wrongful acts prior to and/or in conjunction with the merger of Concentric. The lawsuit originally further alleged that the Company was contractually liable for liquidated damages arising from a pre-merger transaction which the Company previously acknowledged and recorded as an accrued liability, and which portion of the lawsuit was settled in full by a cash payment of $149,194 to the Plaintiffs and subsequently dismissed. The court dismissed several other claims set forth in the Plaintiffs’ initial complaint, but granted the Plaintiffs leave to file an amended complaint. The court denied a subsequent motion to dismiss the amended complaint, finding that the pleading met the minimal pleading requirements under the applicable procedural rules. In October 2013, the Company filed a formal response denying liability for any of the Plaintiffs’ remaining claims. The court set the case for a four-week jury trial that was to take place in Yavapai County, Arizona, in April 2016. In November 2015, after the completion of discovery, the Company and the remaining defendants filed motions for summary judgment, seeking to dismiss all of the Plaintiffs’ remaining claims. While those motions were pending, the parties reached a settlement agreement with respect to all claims asserted by the Plaintiffs in that lawsuit. A formal settlement and release agreement was subsequently executed, pursuant to which all of the Plaintiffs’ claims in the Arizona lawsuit were dismissed with prejudice. Pursuant to the terms of the settlement agreement, the Defendants collectively paid $500,000 to the Plaintiffs, of which $50,000 was paid by the Company.

On June 1, 2015, the Company received notice that Westminster Securities Corporation (“Westminster”) filed a suit in the United States District Court for the Southern District of New York, alleging a breach of contract relating to certain four-year warrants issued by Concentric in December 2008. Although the Concentric warrants expired by their terms on December 31, 2012, Westminster bases its claim upon transactions allegedly occurring prior to UEC’s merger with Concentric. The Company believes that this claim lacks merit and intends to vigorously defend the same.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

On or about June 29, 2015, Heather M. Stephens filed a class action complaint against the Company and two of its executive officers in the United States District Court, Southern District of Texas, with an amended class action complaint filed on November 16, 2015 (the “Securities Case”), seeking unspecified damages and alleging the defendants violated Section 17(b) of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Company filed a motion to dismiss and on July 15, 2016, the U.S. District Court for the Southern District of Texas entered a final judgement dismissing the case in its entirety with prejudice. On September 22, 2016, the plaintiffs voluntarily dismissed their appeal of the district court’s judgment and on September 26, 2016 the United States Court of Appeals for the Fifth Circuit dismissed the Securities Case pursuant to the plaintiffs’ motion. As a result, the judgment in favor of the Company is final. No settlement payments or any other consideration was paid by the Company to the plaintiffs in connection with the Securities Case’s dismissal.

On or about September 10, 2015, John Price filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the United States District Court, Southern District of Texas, with an amended stockholder derivative complaint filed on December 4, 2015 (the “Federal Derivative Case”), seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. The Company filed a motion to dismiss. The plaintiff ultimately decided to abandon his case, which the court dismissed on or about November 17, 2016. No settlement payments or any other consideration was paid by the Company to the plaintiff in connection with the plaintiff’s abandonment of his case.

On or about October 2, 2015, Marnie W. McMahon filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the District Court of Nevada (the “Nevada Derivative Case”) (collectively, with the Federal Derivative Case, the “Derivative Cases”) seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. On January 21, 2016, the court granted the Company’s motion to stay the Nevada Derivative Case pending the outcome of the Federal Derivative Case. Following the voluntary dismissal of the Federal Derivative Case, Ms. McMahon filed an amended complaint on February 10, 2017, which again asserted that the Company’s directors breached their fiduciary duties relating to the factual allegations in the Securities Case. The Company has filed a motion to dismiss and believes that the Nevada Derivative Case is without merit and intends to vigorously defend the same.

The Company’s Board of Directors received a shareholder demand letter dated September 10, 2015 relating to the allegations in the Securities Case (the “Shareholder Demand”). The letter demands that the Board of Directors initiate an action against the Company’s Board of Directors and two of its executive officers to recover damages allegedly caused to the Company. The Board of Directors appointed a committee of independent directors to evaluate the allegations in the demand letter. Subsequently, the federal district court dismissed the Securities Case, which was based on similar factual allegations, and the Federal Derivative Case was abandoned. The committee of independent directors has now completed its evaluation and recommended that the Board reject the demand. After considering the committee’s recommendation and all other material information relevant to the investigation, the Board voted to reject the demand letter.

At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. The Company does not expect that such settlements will, individually or in the aggregate, have a material effect on its financial position or results of operation.

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

NOTE 16:

SUBSEQUENT EVENT

Subsequent to April 30, 2017, on May 9, 2017, our Company entered into a share purchase agreement (the “SPA”) with 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”), and Pacific Road Holdings S.à.r.l. (“Luxco”; and collectively with Fund A and Fund B are referred to as the “Pacific Road Funds”) to acquire from the Pacific Road Funds and Bayswater Holdings Inc.(“BHI”), a wholly-owned subsidiary of Bayswater Uranium Corporation, all of the issued and outstanding shares (the “Purchased Shares”) of Reno Creek Holdings Inc. (“RCHI”) and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project located in the Powder River Basin, Wyoming.

Pursuant to the terms of the SPA, the closing of the purchase and sale of the Purchased Shares will occur on such day which is five calendar days following the receipt of the U.S. Nuclear Regulatory Agency approval of the change of control of RCHI (the “Closing Date”), or on such earlier or later Closing Date as may be agreed to in advance by the parties, whereby the Company will be required to provide to:

(a)

the Pacific Road Funds, in exchange for 97.27% of the Purchased Shares, the following:

(i)

14,000,000 shares of common stock of our Company (“UEC Shares”);

(ii)

11,000,000 common share purchase warrants of our Company (each, a “Warrant”), with each Warrant entitling the holder to acquire one share of common stock of our Company (a “Warrant Share”) at an exercise price of $2.30 per Warrant Share for a period of five years from the Closing Date. 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; and

(iii)

a 0.5% net profits interest royalty, capped at $2.5 million; and

(b)

BHI, in exchange for 2.73% of the Purchased Shares the following:

(i)

392,927 UEC Shares;

(ii)

308,728 Warrants on the same terms and conditions as the Warrants to be issued to Pacific Road Funds; and

(iii)

at BHI’s election, either (A) a 0.01403% net profits interest royalty, capped at $70,165.50; or (B) $2,807 at the Closing Date.

The Company will be acquiring the 2.73% of the Purchased Shares owned by BHI pursuant to certain ‘drag along’ rights contained in the shareholders agreement between the shareholders of RCHI.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of the Company’s financial condition and results of operations (“MD&A”) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC, including, without limitation, this Form 10-Q Quarterly Report for the three and nine months ended April 30, 2017, and our Form 10-K Annual Report for the fiscal year ended July 31, 2016 including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document. Refer to “Cautionary Note Regarding Forward-Looking Statements” as disclosed in our Form 10-K Annual Report for the fiscal year ended July 31, 2016, and Item 1A, Risk Factors under Part II - Other Information of this Quarterly Report.

Introduction

This MD&A is focused on material changes in our financial condition from July 31, 2016, our most recently completed year end, to April 30, 2017, and our results of operations for the three and nine months ended April 30, 2017, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Form 10-K Annual Report for Fiscal 2016.

Business

We operate in a single reportable segment and since 2004, as more fully described in our Form 10-K Annual Report for Fiscal 2016, we have been engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing on uranium projects located in the United States and Paraguay.

We utilize in-situ recovery (“ISR”) mining where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. We have one uranium mine located in the State of Texas, the Palangana Mine, which utilizes ISR mining and commenced extraction of uranium concentrates (“U ₃ O ₈ ”), or yellowcake, in November 2010. We have one uranium processing facility located in the State of Texas, the Hobson Processing Facility, which processes material from the Palangana Mine into drums of U ₃ O ₈ , our only sales product and source of revenue, for shipping to a third-party storage and sales facility. At April 30, 2017, we had no uranium supply or “off-take” agreements in place.

Our fully-licensed and 100%-owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility acts as the central processing site (the “hub”) for our Palangana Mine and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”). The Hobson Processing Facility has a physical capacity to process uranium-loaded resins up to a total of two million pounds of U ₃ O ₈ annually and is licensed to process up to one million pounds of U ₃ O ₈ annually.

We also hold certain mineral rights in various stages in the States of Arizona, Colorado, New Mexico and Texas and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies. We do not expect, however, to utilize ISR mining for all of our mineral rights in which case we would expect to rely on conventional open pit and/or underground mining techniques.

Our operating and strategic framework is based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through the acquisition of additional uranium projects.

During the three and nine months ended April 30, 2017, we continued our strategic plan for reduced operations implemented in September 2013 to align our operations to a weak uranium market in a challenging post-Fukushima environment. As part of this strategy, we operated our Palangana Mine at a reduced pace to capture residual uranium only, while maintaining Palangana Mine and the Hobson Facility in a state of operational readiness. This strategy also included the deferral of major exploration and pre-extraction expenditures and maintaining the core exploration projects in good standing in anticipation of a recovery in uranium prices.

Subsequent to April 30, 2017, our Company entered into an SPA with the Pacific Road Funds to acquire from the Pacific Road Funds and BHI all of the issued and outstanding Purchased Shares of RCHI and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project located in the Powder River Basin, Wyoming.

Pursuant to the terms of the SPA, the Closing Date of the purchase and sale of the Purchased Shares will occur on such day which is five calendar days following the receipt of the U.S. Nuclear Regulatory Agency approval of the change of control of RCHI, or on such earlier or later Closing Date as may be agreed to in advance by the parties, whereby the Company will be required to provide to:

(a)

the Pacific Road Funds, in exchange for 97.27% of the Purchased Shares, the following:

(i)

14,000,000 UEC Shares;

(ii)

11,000,000 Warrants, with each Warrant entitling the holder to acquire one Warrant Share at an exercise price of $2.30 per Warrant Share for a period of five years from the Closing Date; and

(iii)

a 0.5% net profits interest royalty, capped at $2.5 million; and

(b)

BHI, in exchange for 2.73% of the Purchased Shares the following:

(i)

392,927 UEC Shares;

(ii)

308,728 Warrants and

(iii)

at BHI’s election, either (A) a 0.01403% net profits interest royalty, capped at $70,165.50; or (B) $2,807 at the Closing Date.

The Company will be acquiring the 2.73% of the Purchased Shares owned by BHI pursuant to certain ‘drag along’ rights contained in the shareholders agreement between the shareholders of RCHI.

Mineral Rights and Properties

The following is a summary of significant activities by project for the nine months ended April 30, 2017:

Burke Hollow Project

During the nine months ended April 30, 2017, we continued to advance the applications of the Mine Area, Aquifer Exemption and Radioactive Material License at our Burke Hollow Project after receipt of two Class I disposal well permits. The final Mine Area permit was issued by the TCEQ in December 2016 and the Aquifer Exemption was approved by the EPA in March 2017. The Radioactive Material License application remains under technical review by TCEQ.

During the three months ended April 30, 2017, we initiated a drilling campaign and completed 23 exploration holes totaling 10,080 feet at the Burke Hollow Project.

Yuty Project

During the nine months ended April 30, 2017, we initiated work on a Preliminary Economic Assessment in accordance with the provisions of CSA National Instrument 43-101 for the Yuty Project. Split core samples from eight mineralized drill holes from the Yuty Project were selected and shipped to a United States laboratory where the core samples underwent individual leach tests for ultimate extraction, bottle roll leach tests and static leach tests in order to further corroborate ISR amenability at the Yuty Project. Initial leach testing clearly demonstrates that acceptable uranium recoveries can be achieved once we optimize the chemistry. Additional testing to refine the leach chemistry for the Yuty Project will be undertaken throughout the remainder of 2017.

Results of Operations

For the three and nine months ended April 30, 2017, we recorded net losses of $3,798,864 ($0.03 per share) and $12,383,927 ($0.10 per share), respectively. Costs and expenses during the three and nine months ended April 30, 2017, were $3,209,689 and $10,328,981, respectively.

For the three and nine months ended April 30, 2016, we recorded net losses of $3,679,055 ($0.03 per share) and $13,552,594 ($0.13 per share), respectively. Costs and expenses during the three and nine months ended April 30, 2016, were $2,936,921 and $11,262,590, respectively.

During the three and nine months ended April 30, 2017 and 2016, we continued with our strategic plan for reduced operations implemented in September 2013 and continued reduced operations at the Palangana Mine to capture residual pounds of U ₃ O ₈ only. As a result, no U ₃ O ₈ extraction or processing costs were capitalized to inventories during the three and nine months ended April 30, 2017 and 2016.

For the nine months ended April 30, 2017, we recorded an inventory write-down of $60,694 to adjust the U ₃ O ₈ inventory balance in finished goods and work-in-progress to net realizable value to reflect the market price of U ₃ O ₈ of $18.81 per pound at October 31, 2016, less estimated royalties. No inventory write-down was recorded for the nine months ended April 30, 2016.

At April 30, 2017, the total value of inventories was $211,662 (July 31, 2016: $275,316).

Costs and Expenses

For the three and nine months ended April 30, 2017, costs and expenses totaled $3,209,689 and $10,328,981, comprised of an inventory write-down of $Nil and $60,694, mineral property expenditures of $999,241 and $2,956,805, general and administrative expenditures of $2,092,656 and $6,616,141 depreciation, amortization and accretion of $117,792 and $397,399, and impairment loss on mineral properties of $Nil and $297,942, respectively.

For the three and nine months ended April 30, 2016, costs and expenses totaled $2,936,921 and $11,262,590, comprised of mineral property expenditures of $725,968 and $3,408,813, general and administrative expenditures of $2,005,465 and $7,086,669, depreciation, amortization and accretion of $205,488 and $680,573, and impairment loss on mineral properties of $Nil and $86,535, respectively.

Mineral Property Expenditures

During the three and nine months ended April 30, 2017, mineral property expenditures totaled $999,241 and $2,956,805 respectively. During the three and nine months ended April 30, 2016, mineral property expenditures totaled $725,968 and $3,408,813, respectively. Mineral property expenditures were primarily comprised of costs relating to permitting, property maintenance, exploration and pre-extraction activities and all other non-extraction related activities on our projects.

During the three and nine months ended April 30, 2017, mineral property expenditures included expenditures directly related to maintaining operational readiness and permitting compliance of $326,599 and $973,496, respectively, and $349,367 and $1,270,165, respectively, for the three and nine months ended April 30, 2016 for our Palangana Mine and Hobson Processing Facility.

During the three and nine months ended April 30, 2017, pursuant to the SPOA for the Acquisition of the Alto Parana Project, we recorded total costs of $95,460 and $618,093 related to maintenance and assessment work required to keep the Alto Parana Project in good standing.

During the nine months ended April 30, 2016, a credit amount due to re-valuation of ARO totaling $184,381 was recognized as a result of a downward ARO adjustment to fully depleted underlying mineral rights and properties, which was recorded against the mineral property expenditures.

The following table provides mineral property expenditures on our projects for the periods indicated:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2017		2016		2017		2016
Mineral Property Expenditures
Palangana Mine	$	239,781	$	280,345	$	625,430	$	1,031,625
Goliad Project		40,295		26,848		90,174		71,679
Burke Hollow Project		288,742		48,409		439,058		974,661
Longhorn Project		23,724		247		24,777		4,620
Salvo Project		6,701		4,622		21,710		21,697
Anderson Project		30,489		3,564		45,993		170,780
Workman Creek Project		7,673		418		23,593		32,109
Slick Rock Project		12,207		-		36,759		53,861
Yuty Project		91,175		89,246		282,887		291,788
Oviedo Project		58,054		136,031		273,124		422,763
Alto Parana Project		95,460		-		618,093		-
Other Mineral Property Expenditures		104,940		136,238		475,207		517,611
Revaluation of Asset Retirement Obligations		-		-		-		(184,381	)
	$	999,241	$	725,968	$	2,956,805	$	3,408,813

General and Administrative

During the three and nine months ended April 30, 2017, general and administrative expenses totaled $2,092,656 and $6,616,141, respectively; and for the three and nine months ended April 30, 2016, $2,005,465 and $7,086,669, respectively.

The following summary provides a discussion of the major expense categories, including analyses of the factors that caused significant variances compared to the same periods last year:

for the three months ended April 30, 2017, salaries, management and consulting fees totaled $454,307, which was consistent with $427,560 for the three months ended April 30, 2016. For the nine months ended April 30, 2017, salaries, management and consulting fees totaled $1,265,492, which decreased by $480,760 compared to $1,746,252 for the nine months ended April 30, 2016. The decrease was a result of salary reductions and compensating directors, officers and employees with shares of the Company in lieu of cash, which was implemented during Fiscal 2016;

for the three and nine months ended April 30, 2017, office, filing and listing fees, insurance, investor relations and travel expenses totaled $711,219 and $2,217,705, respectively, which increased by $101,427 and $324,205, compared to $609,792 and $1,893,500 for the three and nine months ended April 30, 2016, primarily as a result of increased filing and listing fees and insurance expenses during the periods;

for the three months ended April 30, 2017, professional fees totaled $259,253, which increased by $90,000 compared to $169,253 for the three months ended April 30, 2016. For the nine months ended April 30, 2017, professional fees totaled $650,766, which decreased by $308,500 compared to $959,266 for the nine months ended April 30, 2016. Professional fees are comprised primarily of legal services related to regulatory compliance and ongoing legal claims, in addition to audit and taxation services; and

for the three months ended April 30, 2017, stock-based compensation totaled $667,877, which decreased by $130,983 compared to $798,860 for the three months ended April 30, 2016, primarily as a result of less shares being issued for consulting services during the current period compared to the same period last year. For the nine months ended April 30, 2017, stock-based compensation totaled $2,482,178, which remained consistent compared with $2,487,651 for the nine months ended April 30, 2016. Stock-based compensation includes the fair value of stock options granted and the fair value of shares issued to the directors, officers, employees and consultants. During the three and nine months ended April 30, 2017 and 2016, we continued to utilize equity-based payments to compensate directors, officers and employees and for certain consulting services as part of our continuing efforts to reduce cash outlays. In July and August 2016, we granted approximately two million stock options to certain of our directors, officers, employees and consultants. The fair value of these stock options has been amortized on an accelerated basis over the vesting period of the options, resulting in a higher stock-based compensation expense being recognized at the beginning of the vesting periods than at the end of the vesting periods.

Depreciation, Amortization and Accretion

During the three and nine months ended April 30, 2017, depreciation, amortization and accretion totaled $117,792 and $397,399, which decreased by $87,696 and $283,174, respectively, compared to $205,488 and $680,573 for the three and nine months ended April 30, 2016. This decrease was primarily the result of certain property and equipment having reached full depreciation or amortization and less accretion expenses on the reduced asset retirement obligations associated with our Palangana Mine as a result of downward revisions during Fiscal 2016. Depreciation, amortization and accretion include depreciation and amortization of long-term assets acquired in the normal course of operations and accretion of asset retirement obligations.

Impairment Loss on Mineral Properties

During the nine months ended April 30, 2017, we abandoned the Nichols Project located in Texas and certain mineral interests at projects located in Arizona, Colorado and New Mexico with a combined acquisition cost of $297,942. As a result, an impairment loss on mineral properties of $297,942 was reported on our consolidated statement of operations for the nine months ended April 30, 2017.

During the nine months ended April 30, 2016, we abandoned certain mineral interests at the projects located in Colorado and New Mexico with a combined acquisition cost of $86,535. As a result, an impairment loss on mineral properties of $86,535 was reported on the consolidated statement of operations for the nine months ended April 30, 2016.

Other Income and Expenses

Interest and Finance Costs

During the three and nine months ended April 30, 2017, interest and finance costs totaled $697,644 and $2,185,166, respectively, which have remained consistent compared to $710,767 and $2,278,230 for the three and nine months ended April 30, 2016.

For the three and nine months ended April 30, 2017, interest and finance costs were primarily comprised of interest paid on long-term debt of $395,555 and $1,213,333, amortization of debt discount of $268,262 and $869,830, and amortization of annual surety bond premium of $29,214 and $87,856, respectively.

For the three and nine months ended April 30, 2016, interest and finance costs were primarily comprised of interest paid on long-term debt of $400,000 and $1,217,778, amortization of debt discount of $277,417 and $960,807, and amortization of annual surety bond premium of $28,687 and $85,447, respectively.

Summary of Quarterly Results

	For the Quarters Ended
	April 30, 2017			January 31, 2017			October 31, 2016			July 31, 2016
Sales	$	-		$	-		$	-		$	-
Net loss		(3,798,864	)		(4,332,369	)		(4,252,694	)		(3,777,278	)
Total comprehensive loss		(3,798,892	)		(4,332,327	)		(4,252,734	)		(3,777,095	)
Basic and diluted loss per share		(0.03	)		(0.04	)		(0.04	)		(0.03	)
Total assets		74,946,960			76,665,928			53,562,227			56,176,311

	For the Quarters Ended
	April 30, 2016			January 31, 2016			October 31, 2015			July 31, 2015
Sales	$	-		$	-		$	-		$	3,080,000
Net loss		(3,679,055	)		(4,801,505	)		(5,072,034	)		(5,412,432	)
Total comprehensive loss		(3,678,919	)		(4,801,724	)		(5,072,233	)		(5,412,059	)
Basic and diluted loss per share		(0.03	)		(0.05	)		(0.05	)		(0.06	)
Total assets		59,558,492			49,982,462			53,130,380			57,900,257

Liquidity and Capital Resources

	April 30, 2017		July 31, 2016
Cash and cash equivalents	$	9,332,492	$	7,142,571
Short-term investments		16,000,671		-
Current assets		26,861,983		8,000,641
Current liabilities		2,742,478		1,822,447
Working capital		24,119,505		6,178,194

At April 30, 2017, we had working capital of $24,119,505, an increase of $17,941,311 from our working capital of $6,178,194 at July 31, 2016. Current assets include $9,332,492 in cash and cash equivalents and $16,000,671 in short-term investments, which are the largest components of current assets. As a result, our working capital balance will fluctuate significantly as we utilize our cash and cash equivalents to fund our operations including exploration and pre-extraction activities.

Historically, we have been reliant primarily on equity financings from the sale of our common stock and, during Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations. We have also relied to a limited extent, on cash flows generated from our mining activities during Fiscal 2015, Fiscal 2013 and Fiscal 2012; however, we have yet to achieve profitability or develop positive cash flow from operations, and we do not expect to achieve profitability or develop positive cash flow from operations in the near term. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration and pre-extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

Our anticipated operations including exploration and pre-extraction activities, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such change may include accelerating the pace or broadening the scope of reducing our operations as originally announced in September 2013. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

if the weakness in the market price of uranium experienced in Fiscal 2016 continues or weakens further during Fiscal 2017;

if the weakness in the market price of our common stock experienced in Fiscal 2016 continues or weakens further during Fiscal 2017;

if we default on making scheduled payments of fees and complying with the restrictive covenants as required under our Credit Facility, and it results in accelerated repayment of our indebtedness and/or enforcement by the Lenders against our key assets securing our indebtedness; and

if another nuclear incident, such as the events that occurred at Fukushima in March 2011, were to occur during Fiscal 2017, continuing public support of nuclear power as a viable source of electrical generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries.

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and to continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our Palangana Mine and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in profitable mining activities.

Equity Financings

We filed the 2014 Shelf, which was declared effective on January 10, 2014, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering of $100 million.

On January 20, 2017, we completed an Equity Financing of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $25,996,254 pursuant to a prospectus supplement to the 2014 Shelf. Each unit was comprised of one share of the Company and one-half of one share purchase warrant. Each whole warrant entitles its holder to acquire one share at an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance. In connection with the Equity Financing, we also issued compensation share purchase warrants to agents as part of share issuance costs, to purchase 906,516 shares of our Company, exercisable six months to three years from the date of issuance at a price of $2.00 per share.

We filed our 2017 Shelf, which was declared effective on March 10, 2017, and, as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

As at April 2017, a total of $33.7 million of our 2017 Shelf was utilized through the registration of our shares of common stock underlying outstanding common share purchase warrants from previous registered offerings under our 2014 Shelf, with a remaining available balance of $66.3 million under the 2017 Shelf, as follows:

2,850,000 shares of our common stock (the “2015 Warrant Shares”) issuable from time to time upon the exercise of 2,850,000 whole common share purchase warrants at a price of $2.35 per 2015 Warrant Share issued by us on June 25, 2015 as part of the unit offering on the same date representing the aggregate exercise price of $6.7 million should they be exercised in full;

6,594,348 shares of our common stock (the “2016 Warrant Shares”) issuable from time to time upon the exercise of 6,594,348 whole common share purchase warrants at a price of $1.20 per 2016 Warrant Share issued by us on March 10, 2016 as part of the unit offering on the same date representing the aggregate exercise price of $7.9 million should they be exercised in full; and

9,571,929 shares of our common stock (the “2017 Warrant Shares”) issuable from time to time upon the exercise of 9,571,929 whole common share purchase warrants at a price of $2.00 per 2017 Warrant Share issued by us on January 20, 2017 as part of the unit offering on the same date representing the aggregate exercise price of $19.1 million should they be exercised in full.

Debt Financing

On February 9, 2016, we entered into the Second Amended Credit Agreement with our Lenders, whereby the Company and the Lenders agreed to certain further amendments to our $20,000,000 senior secured Credit Facility, under which:

initial funding of $10,000,000 was received by the Company upon closing of the Credit Facility on July 30, 2013; and

additional funding of $10,000,000 was received by the Company upon closing of the amended Credit Facility on March 13, 2014.

The Credit Facility is non-revolving with an amended term of 6.5 years maturing on January 1, 2020, subject to an interest rate of 8% per annum, compounded and payable on a monthly basis. Monthly principal repayments equal to one-twelfth of the principal balance then outstanding are required to commence on February 1, 2019.

We are required to use the proceeds of the Credit Facility for the development, operation and maintenance of our Hobson Processing Facility, our Goliad Project and our Palangana Mine and for working capital purposes.

The Second Amended Credit Agreement supersedes, in their entirety, the Amended and Restated Credit Agreement dated March 13, 2014 and the original Credit Agreement dated July 30, 2013 with the Lenders.

Refer to Note 9 : Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements for the three and nine months ended April 30, 2017, and Note 8: Long-Term Debt of the Notes to the Consolidated Financial Statements for Fiscal 2016.

Operating Activities

Net cash used in operating activities during the nine months ended April 30, 2017 was $8,214,971 (nine months ended April 30, 2016: $10,265,296). Significant operating expenditures included mineral property expenditures, general and administrative expenses and interest payments.

Financing Activities

Net cash provided by financing activities during the nine months ended April 30, 2017 was $10,445,142 resulting from net proceeds of $26,444,815 from share issuances and an increase of $998 in amounts due to a relate party, offset by cash used in the purchase of short-term investments of $16,000,671. On January 20, 2017, we completed the Equity Financing through a public offering of 17,330,836 units at a price of $1.50 per unit and received net proceeds of $24,445,411. During the nine months ended April 30, 2017, we also received net cash of $1,944,804 from the exercise of share purchase warrants and net cash of $54,600 from the exercise of stock options. Net cash provided by financing activities during the nine months ended April 30, 2016 was $10,324,264, resulting from net cash of $10,099,149 from an equity financing and $225,115 received from the exercise of stock options.

Investing Activities

Net cash used in investing activities during the nine months ended April 30, 2017 was $40,250 resulting from the purchase of property, plant and equipment. Net cash used in investing activities during the nine months ended April 30, 2016, was $64,571, resulting primarily from net cash of $46,084 used in an asset acquisition and $19,304 used in the purchase of property, plant and equipment.

Stock Options and Warrants

At April 30, 2017, we had stock options outstanding representing 12,255,500 common shares at a weighted-average exercise price of $1.33 per share and share purchase warrants outstanding representing 20,045,607 common shares at a weighted-average exercise price of $1.77 per share. At April 30, 2017, outstanding stock options and warrants represented a total 32,301,107 shares issuable for gross proceeds of approximately $51,740,000 should these stock options and warrants be exercised in full. At April 30, 2017, outstanding in-the-money stock options and warrants represented a total of 9,359,178 common shares exercisable for gross proceeds of approximately $9,908,000 should these in-the-money stock options and warrants be exercised in full. The exercise of these stock options and warrants is at the discretion of the respective holders and, accordingly, there is no assurance that any of these stock options or warrants will be exercised in the future.

Transactions with a Related Party

During the three and nine months ended April 30, 2017, the Company incurred $30,664 and $134,515 (three and nine months ended April 30, 2016: $30,134 and $128,727), respectively, in general and administrative costs paid to Blender, a company controlled by Arash Adnani, the brother of the President and Chief Executive Officer, for various services including information technology, corporate branding, media, and website design, maintenance and hosting, provided to our Company.

During the three and nine months ended April 30, 2017, the Company issued 59,546 and 148,368 restricted common shares with a fair value of $78,572 and $170,060, respectively, as settlement of equivalent amounts owed to Blender. As a result, no loss or gain on settlement of current liabilities was recognized in the condensed consolidated statements of operations and comprehensive loss.

At April 30, 2017, the amount owing to Blender was $998 (July 31, 2016: $Nil).

Material Commitments

Long-Term Debt Obligations

At April 30, 2017, we have made all scheduled payments and complied with all of the covenants under our Credit Facility, and we expect to continue complying with all scheduled payments and covenants during Fiscal 2017.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

For a complete summary of all of our significant accounting policies, refer to Note 2: Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements as presented under Item 8. Financial Statements and Supplementary Data in our Form 10-K Annual Report for Fiscal 2016.

Refer to “Critical Accounting Policies” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K Annual Report for Fiscal 2016.

Subsequent Events

We had no other material subsequent events to report other than those disclosed in the Note 16: Subsequent Event to the Condensed Consolidated Financial Statements and in the “Business” section under this MD&A in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Form 10-K Annual Report for Fiscal 2016.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly 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 Quarterly 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.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended April 30, 2017, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this Quarterly Report, other than as disclosed below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject, and no director, officer, affiliate or record or beneficial owner of more than 5% of our common stock, or any associate or any such director, officer, affiliate or security holder, is (i) a party adverse to us or any of our subsidiaries in any legal proceeding or (ii) has an adverse interest to us or any of our subsidiaries in any legal proceeding. Other than as disclosed below, management is not aware of any other material legal proceedings pending or that have been threatened against us or our properties.

On or about March 9, 2011, the Texas Commission on Environmental Quality (the “TCEQ”) granted the Company’s applications for a Class III Injection Well Permit, Production Area Authorization and Aquifer Exemption for its Goliad Project. On or about December 4, 2012, the U.S. Environmental Protection Agency (the “EPA”) concurred with the TCEQ issuance of the Aquifer Exemption permit (the “AE”). With the receipt of this concurrence, the final authorization required for uranium extraction, our Goliad Project achieved fully-permitted status. On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250 ^th District Court in Travis County, Texas. A motion filed by the Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position. On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit in the United States (the “Fifth Circuit”) to appeal the EPA’s decision. On or about March 5, 2013, a motion filed by the Company to intervene in this matter was granted. The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings. The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval. In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE. The Company and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period. On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, the Company conducted a joint groundwater survey of the site, the result of which reaffirmed the Company’s previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of the Company’s existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule (the “Status Report”). In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. The Company continues to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

On or about October 2, 2015, Marnie W. McMahon filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the District Court of Nevada (the “Nevada Derivative Case”) (collectively with the Federal Derivative Case, the “Derivative Cases”) seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. On January 21, 2016, the court granted the Company’s motion to stay the Nevada Derivative Case pending the outcome of the Federal Derivative Case. Following the voluntary dismissal of the Federal Derivative Case, Ms. McMahon filed an amended complaint on February 10, 2017, which again asserted that the Company’s directors breached their fiduciary duties relating to the factual allegations in the Securities Case. The Company has filed a motion to dismiss and believes that the Nevada Derivative Case is without merit and intends to vigorously defend the same.

The Company’s Board of Directors received a shareholder demand letter dated September 10, 2015 relating to the allegations in the Securities Case (the “Shareholder Demand”). The letter demands that the Board of Directors initiate an action against the Company’s Board of Directors and two of its executive officers to recover damages allegedly caused to the Company. The Board of Directors appointed a committee of independent directors to evaluate the allegations in the demand letter. Subsequently, the federal district court dismissed the Securities Case, which was based on similar factual allegations, and the Federal Derivative Case was abandoned. The committee of independent directors has now completed its evaluation, and recommended that the Board reject the demand. After considering the committee’s recommendation and all other material information relevant to the investigation, the Board voted to reject the demand letter.

Item 1A. Risk Factors

In addition to the information contained in our Form 10-K Annual Report for Fiscal 2016, and this Form 10-Q Quarterly Report, we have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Quarterly Report. These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of these material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. Refer to “Cautionary Note Regarding Forward-Looking Statements” as disclosed in our Form 10-K Annual Report for Fiscal 2016.

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

Risks Related to Our Company and Business

Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative cash flow and accumulated deficit to date. Furthermore, there is no assurance that we will be successful in securing any form of additional financing in the future; therefore substantial doubt exists as to whether our cash resources and/or working capital will be sufficient to enable the Company to continue its operations over the next twelve months. Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

As more fully described under Item 1. Business, in our Form 10-K Annual Report for Fiscal 2016, Uranium Energy Corp. was incorporated under the laws of the State of Nevada on May 16, 2003, and since 2004, we have been engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on projects located in the United States and Paraguay. In November 2010, we commenced uranium extraction for the first time at our Palangana Mine utilizing ISR and processed those materials at our Hobson Processing Facility into drums of U ₃ O ₈ , our only sales product and source of revenue. We also hold uranium projects in various stages of exploration and pre-extraction in the States of Arizona, Colorado, New Mexico and Texas, and the Republic of Paraguay.

As more fully described under “Liquidity and Capital Resources” of Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations, we have a history of significant negative cash flow and net losses, with an accumulated deficit balance since inception of $221.7 million at April 30, 2017. Historically, we have been reliant primarily on equity financings from the sale of our common stock and, for Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations. Although we generated revenues from sales of U ₃ O ₈ during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million and $13.8 million, respectively, with no revenues from sales of U ₃ O ₈ generated during the nine months ended April 30, 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012, we have yet to achieve profitability or develop positive cash flow from our operations, and we do not expect to achieve profitability or develop positive cash flow from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flow and net losses to date, it may be difficult to evaluate our future performance.

Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required, will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in a mineral project.

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our Palangana Mine and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vi) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

Our operations are capital intensive and we will require significant additional financing to acquire additional uranium projects and continue with our exploration and pre-extraction activities on our existing uranium projects.

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including acquiring additional uranium projects and continuing with our exploration and pre-extraction activities which include assaying, drilling, geological and geochemical analysis and mine construction costs. In the absence of such additional financing we would not be able to fund our operations or continue with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

If we are unable to service our indebtedness, we may be faced with accelerated repayments or lose the assets securing our indebtedness. Furthermore, restrictive covenants governing our indebtedness may restrict our ability to pursue our business strategies.

On February 9, 2016, we entered into the Second Amended Credit Agreement with our Lenders under which we had previously drawn down the maximum $20 million in principal. The Credit Facility requires monthly interest payments calculated at 8% per annum and other periodic fees, and principal repayments of $1.67 million per month over a twelve-month period commencing on February 1, 2019. Our ability to continue making these scheduled payments will be dependent on and may change as a result of our financial condition and operating results. Failure to make any one of these scheduled payments will put us in default with the Credit Facility which, if not addressed or waived, could require accelerated repayment of our indebtedness and/or enforcement by the Lenders against the Company’s assets. Enforcement against our assets would have a material adverse effect on our financial condition and operating results.

Furthermore, the Credit Facility includes restrictive covenants that, among other things, limit our ability to sell our assets or to incur additional indebtedness other than permitted indebtedness, which may restrict our ability to pursue certain business strategies from time to time. If we do not comply with these restrictive covenants, we could be in default which, if not addressed or waived, could require accelerated repayment of our indebtedness and/or enforcement by the Lenders against our assets.

Our uranium extraction and sales history is limited, with our uranium extraction to date originating from a single uranium mine. Our ability to continue generating revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results .

We have a limited history of uranium extraction and generating revenue. In November 2010, we commenced uranium extraction at a single uranium mine, our Palangana Mine, which has been our sole source for the U ₃ O ₈ sold to generate our revenues from sales of U ₃ O ₈ during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million and $13.8 million, respectively, with no revenues from sales of U ₃ O ₈ generated during the nine months ended April 30, 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012.

During the nine months ended April 30, 2017, we continued to operate our Palangana Mine at a reduced pace since implementing our strategic plan in September 2013 to align our operations to a weak uranium commodity market in a challenging post-Fukushima environment. This strategy has included the deferral of major pre-extraction expenditures and remaining in a state of operational readiness in anticipation of a recovery in uranium prices. Our ability to continue generating revenue from the Palangana Mine is subject to a number of factors which include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Furthermore, continued mining activities at the Palangana Mine will eventually deplete the Palangana Mine or cause such activities to become uneconomical, and if we are unable to directly acquire or develop existing uranium projects, such as our Burke Hollow and Goliad Projects, into additional uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.

Uranium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or anticipated amounts. Furthermore, exploration programs conducted on our uranium projects may not result in the establishment of ore bodies that contain commercially recoverable uranium.

Uranium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, with many beyond our control and including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, reductions or stoppages in our mining activities; (ii) increased capital and/or extraction costs; (iii) damage to, or destruction of, our mineral projects, extraction facilities or other properties; (iv) personal injuries; (v) environmental damage; (vi) monetary losses; and (vii) legal claims.

Success in uranium exploration is dependent on many factors, including, without limitation, the experience and capabilities of a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable uranium is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the uranium ceases to be economically recoverable. Uranium exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium, in which case the uranium project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable uranium and develop these uranium projects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our uranium projects.

Whether an ore body contains commercially recoverable uranium depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation.

We have not established proven or probable reserves through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including our Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we commenced extraction of mineralized materials from the Palangana Mine without having established proven or probable reserves, it may result in our mining activities at the Palangana Mine, and at any future uranium projects for which proven or probable reserves are not established, being inherently riskier than other mining activities for which proven or probable reserves have been established.

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we commenced uranium extraction at the Palangana Mine 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. Any mineralized materials established or extracted from the Palangana Mine should not in any way be associated with having established or produced from proven or probable reserves.

Since we are in the Exploration Stage, pre-production expenditures including those related to pre-extraction activities are expensed as incurred, the effects of which may result in our consolidated financial statements not being directly comparable to the financial statements of companies in the Production Stage.

Despite the fact that we commenced uranium extraction at our Palangana Mine in November 2010, we remain in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established, which may never occur. We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”) under which acquisition costs of mineral rights are initially capitalized as incurred while pre-production expenditures are expensed as incurred until such time we exit the Exploration Stage. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred.

We have neither established nor have any plans to establish proven or probable reserves for our uranium projects for which we plan on utilizing ISR mining, such as our Palangana Mine. Companies in the Production Stage as defined by the SEC under Industry Guide 7, 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. As we are in the Exploration Stage, it has resulted in us reporting larger losses than if we had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mill and mine pre-extraction activities. Additionally, there would be no corresponding amortization allocated to our future reporting periods 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 acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

Estimated costs of future reclamation obligations may be significantly exceeded by actual costs incurred in the future. Furthermore, only a portion of the financial assurance required for the future reclamation obligations has been funded.

We are responsible for certain remediation and decommissioning activities in the future primarily for our Hobson Processing Facility and our Palangana Mine, and have recorded a liability of $3.9 million on our balance sheet at April 30, 2017, to recognize the present value of the estimated costs of such reclamation obligations. Should the actual costs to fulfill these future reclamation obligations materially exceed these estimated costs, it may have an adverse effect on our financial condition and operating results, including not having the financial resources required to fulfill such obligations when required to do so.

During Fiscal 2015, we secured $5.6 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations of our Hobson Processing Facility and our Palangana Mine, of which we have $1.7 million funded and held as restricted cash for collateral purposes as required by the surety. We may be required at any time to fund the remaining $3.9 million or any portion thereof for a number of reasons including, but not limited to, the following: (i) the terms of the surety bonds are amended, such as an increase in collateral requirements; (ii) we are in default with the terms of the surety bonds; (iii) the surety bonds are no longer acceptable as an alternate source of financial assurance by the regulatory authorities; or (iv) the surety encounters financial difficulties. Should any one or more of these events occur in the future, we may not have the financial resources to fund the remaining amount or any portion thereof when required to do so.

We do not insure against all of the risks we face in our operations.

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations, however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

Acquisitions that we may make from time to time could have an adverse impact on us.

From time to time, we examine opportunities to acquire additional mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of our Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business. For example: (i) there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; (ii) a material ore body may prove to be below expectations; (iii) we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. In the event that we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

Uranium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material adverse effect on our operations.

Uranium exploration and pre-extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, state, and local levels. These laws and regulations include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.

Our compliance costs including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards have been significant to date, and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards. If we become subject to liability for any violations, we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.

We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities are dependent upon the grant of appropriate rights, authorizations, licences, permits and consents, as well as continuation and amendment of these rights, authorizations, licences, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licences, permits and consents will be granted to us, or that authorizations, licences, permits and consents already granted will not be withdrawn or made subject to limitations.

Major nuclear incidents may have adverse effects on the nuclear and uranium industries.

The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electrical generation may be adversely affected, which may cause governments of certain countries to further i ncrease regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the our operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation.

The marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.

The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market price of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors may result in our inability to receive an adequate return on our invested capital.

The uranium industry is highly competitive and we may not be successful in acquiring additional projects.

The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

We hold mineral rights in foreign jurisdictions which could be subject to additional risks due to political, taxation, economic and cultural factors.

We hold certain mineral rights located in Paraguay through the acquisition of Piedra Rica Mining S.A., Transandes Paraguay S.A. and Trier S.A., which are incorporated in Paraguay. Operations in foreign jurisdictions outside of the United States and Canada, especially in developing countries, may be subject to additional risks as they may have different political, regulatory, taxation, economic and cultural environments that may adversely affect the value or continued viability of our rights. These additional risks include, but are not limited to: (i) changes in governments or senior government officials; (ii) changes to existing laws or policies on foreign investments, environmental protection, mining and ownership of mineral interests; (iii) renegotiation, cancellation, expropriation and nationalization of existing permits or contracts; (iv) foreign currency controls and fluctuations; and (v) civil disturbances, terrorism and war.

In the event of a dispute arising at our foreign operations in Paraguay, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts in the United States or Canada. We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business, prospects, financial condition and results of operations.

The title to our mineral property interests may be challenged.

Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our rights with respect to our properties.

Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.

Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business including those described under Item 1. Legal Proceedings. The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail. Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants. A number of our key employees and consultants have significant experience in the uranium industry. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement.

Certain directors and officers may be subject to conflicts of interest.

The majority of our directors and officers are involved in other business ventures including similar capacities with other private or publicly-traded companies. Such individuals may have significant responsibilities to these other business ventures, including consulting relationships, which may require significant amounts of their available time. Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us. Our Code of Business Conduct for Directors, Officers and Employees provides for guidance on conflicts of interest.

The laws of the State of Nevada and our Articles of Incorporation may protect our directors and officers from certain types of lawsuits.

The laws of the State of Nevada provide that our directors and officers will not be liable to the Company or its stockholders for monetary damages for all but certain types of conduct as directors and officers of the Company. Our Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence, poor judgment or other circumstances.

Several of our directors and officers are residents outside of the United States., and it may be difficult for stockholders to enforce within the United States any judgments obtained against such directors or officers.

Several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, stockholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this document that are not residents of the United States.

Disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, are designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness.

Management’s evaluation on the effectiveness of disclosure controls and procedures is designed to ensure that information required for disclosure in our public filings is recorded, processed, summarized and reported on a timely basis to our senior management, as appropriate, to allow timely decisions regarding required disclosure. Management’s report on internal control over financial reporting is designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. However, any system of controls, no matter how well designed and operated, is based in part upon certain assumptions designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness. Any failure to maintain effective disclosure controls and procedures in the future may result in our inability to continue meeting our reporting obligations in a timely manner, qualified audit opinions or restatements of our financial reports, any one of which may affect the market price for our common stock and our ability to access the capital markets.

Risks Related to Our Common Stock

Historically, the market price of our common stock has been and may continue to fluctuate significantly.

On September 28, 2007, our common stock commenced trading on the NYSE MKT (formerly known as the American Stock Exchange and the NYSE Amex Equities Exchange) and prior to that, traded on the OTC Bulletin Board.

The global markets have experienced significant and increased volatility in the past, and have been impacted by the effects of mass sub-prime mortgage defaults and liquidity problems of the asset-backed commercial paper market, resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy. The effects of these past events and any similar events in the future may continue to or further affect the global markets, which may directly affect the market price of our common stock and our accessibility for additional financing. Although this volatility may be unrelated to specific company performance, it can have an adverse effect on the market price of our shares which, historically, has fluctuated significantly and may continue to do so in the future.

In addition to the volatility associated with general economic trends and market conditions, the market price of our common stock could decline significantly due to the impact of any one or more events, including, but not limited to, the following: (i) volatility in the uranium market; (ii) occurrence of a major nuclear incident such as the events in Fukushima in March 2011; (iii) changes in the outlook for the nuclear power and uranium industries; (iv) failure to meet market expectations on our exploration, pre-extraction or extraction activities, including abandonment of key uranium projects; (v) sales of a large number of our shares held by certain stockholders including institutions and insiders; (vi) downward revisions to previous estimates on us by analysts; (vii) removal from market indices; (viii) legal claims brought forth against us; and (ix) introduction of technological innovations by competitors or in competing technologies.

A prolonged decline in the market price of our common stock could affect our ability to obtain additional financing which would adversely affect our operations.

Historically, we have relied on equity financing and more recently, on debt financing, as primary sources of financing. A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure additional financing which would have an adverse effect on our operations.

Additional issuances of our common stock may result in significant dilution to our existing shareholders and reduce the market value of their investment.

We are authorized to issue 750,000,000 shares of common stock of which 138,090,043 shares were issued and outstanding as of April 30, 2017. Future issuances for financings, mergers and acquisitions, exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders, and may result in a decrease in the market price of our shares.

We filed the 2014 Shelf which was declared effective on January 10, 2014, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

We filed the 2017 Shelf, which was declared effective on March 10, 2017, and, as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million, of which a total of $33,7 million has been utilized through public offerings as of April 30, 2017.

We are subject to the Continued Listing Criteria of the NYSE MKT and our failure to satisfy these criteria may result in delisting of our common stock .

Our common stock is currently listed on the NYSE MKT. In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders. In addition to these objective standards, the NYSE MKT may delist the securities of any issuer: (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE MKT inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE MKT’s listing requirements; (v) if an issuer’s common stock sells at what the NYSE MKT considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE MKT; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE MKT, in its opinion, inadvisable.

If the NYSE MKT delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities and an inability for us to obtain additional financing to fund our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During our fiscal quarter ended April 30, 2017, we issued the following securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):

on February 1, 2017, we issued 12,500 shares of restricted common stock to one consultant at a deemed issuance price of $1.12 per share in consideration for services under a consulting agreement. We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

on February 28, 2017, we issued 738,503 shares of restricted common stock to our Lenders as an anniversary fee in partial consideration for our Credit Facility at a deemed issuance price of $1.4895 per share. We relied on an exemption from the registration requirements under the Securities Act pursuant to Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares to four of the Lenders and on the exemptions from registration under the Securities Act provided by Rule 506 of Regulation D and/or Section 4(a)(2) with respect to the issuance of these shares to two of the Lenders.

on March 1, 2017, we issued 12,500 shares of restricted common stock to one consultant at a deemed issuance price of $1.12 per share in consideration for services under a consulting agreement. We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

on April 18, 2017, we issued an aggregate of 291,521 shares of restricted common stock to six consultants, as follows: (i) we issued 50,000 shares of restricted common shares to one consultant at a deemed issuance price of $1.50 per share in consideration for services under an engagement agreement; (ii) we issued 59,546 shares of restricted common shares to one consultant at a deemed issuance price of $1.3195 per share pursuant to a share for debt subscription agreement; and (iii) we issued 181,975 shares of restricted common shares to four consultants at a deemed issuance price of $1.35 per share in consideration for services under consulting agreements. We relied on exemptions from registration under the Securities Act provided by Rule 506 of Regulation D and/or Section 4(a)(2) with respect to the issuance of these shares to one consultant and on exemptions from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares to the other five consultants.

on April 24, 2017, we issued 16,556 shares of restricted common stock to one consultant at a deemed issuance price of $1.51 per share in consideration for services under a consulting agreement. We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended April 30, 2017, the Company’s Palangana Mine was not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act.

Item 5. Other Information

Effective March 8, 2017, Mr. Spencer Abraham’s position changed from Executive Chairman to Chairman.

Item 6. Exhibits

The following exhibits are included with this Quarterly Report:

Exhibit		Description of Exhibit

2.1*		Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.à.r.l and Uranium Energy Corp. dated May 9, 2017.

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

31.2		Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1		Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*		The schedules and exhibits to the Share Purchase Agreement (indexed in section 1.2 thereof) have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

101.1NS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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 thereunto duly authorized.

	URANIUM ENERGY CORP.

	By:	/s/ Amir Adnani
		Amir Adnani
		President, Chief Executive Officer (Principal Executive Officer) and Director
		Date: June 8, 2017

	By:	/s/ Pat Obara
		Pat Obara
		Chief Financial Officer (Principal Financial Officer)
		Date: June 8, 2017

Exhibit 2.1

__________

SHARE PURCHASE AGREEMENT

Among each of:

PACIFIC ROAD CAPITAL A PTY LTD.,
as trustee for PACIFIC ROAD RESOURCES FUND A

And:

PACIFIC ROAD CAPITAL B PTY LTD.,
as trustee for PACIFIC ROAD RESOURCES FUND B

And:

PACIFIC ROAD HOLDINGS S.À.R.L.

And:

URANIUM ENERGY CORP.

Uranium Energy Corp.

500 North Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471

__________

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made and dated for reference effective as at May 9, 2017 (the “ Effective Date ”) as fully executed on this 9 day of May, 2017.

AMONG EACH OF :

Pacific Road Capital A PTY Ltd . , as trustee for PACIFIC ROAD RESOURCES FUND A , a trust governed by the laws of Australia and having an address for notice and delivery located at Level 2, 88 George Street, Sydney, NSW 2000, Australia

(“ Fund A ”);

OF THE FIRST PART

AND :

PACIFIC ROAD CAPITAL B PTY LTD . , as trustee for PACIFIC ROAD RESOURCES FUND B , a trust governed by the laws of Australia and having an address for notice and delivery located at Level 2, 88 George Street, Sydney, NSW 2000, Australia

(“ Fund B ”);

OF THE SECOND PART

AND :

PACIFIC ROAD HOLDINGS S.À.R.L. , a company governed by the laws of Luxembourg and having an address for notice and delivery located at L-2346 Luxembourg, rue de la Poste 20, Grand Duchy of Luxembourg

(“ Luxco ”);

OF THE THIRD PART

(and each of Fund A, Fund B and Luxco being hereinafter singularly also referred to as a “ Pacific Road Fund ” and collectively referred to as the “ Pacific Road Funds ” as the context so requires, and reference to the Pacific Road Funds shall include, to the extent the context requires, any Pacific Road Entity that becomes a holder of Purchased Shares prior to the Closing);

AND :

URANIUM ENERGY CORP. , a company incorporated under the laws of the State of Nevada, U.S.A., and having an address for notice and delivery located at 500 North Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471

(“ UEC ”);

OF THE FOURTH PART

(and each of the Pacific Road Funds and UEC being hereinafter singularly also referred to as a “ Party ” and collectively referred to as the “ Parties ”, together with their respective successors and permitted assigns as the context so requires).

WHEREAS :

The Pacific Road Funds are the legal, beneficial and registered owner of an aggregate of 69,637,897 of the issued and outstanding common shares (“ RCHI Shares ”) of Reno Creek Holdings Inc., a corporation governed by the laws of Canada (“ RCHI ”), representing approximately 97.27% of the RCHI Shares;

Bayswater Holdings Inc., a corporation governed by the laws of the Province of British Columbia (“ BHI ”) and a wholly-owned subsidiary of Bayswater Uranium Corporation, a corporation governed by the laws of the Province of British Columbia (“ BYU ”), is the legal, beneficial and registered owner of the remaining 1,952,679 RCHI Shares, representing approximately 2.73% of the RCHI Shares;

The particulars of the registered and beneficial ownership of the RCHI Shares held by BHI and the Pacific Road Funds are set forth in Schedule B;

RCHI is the 100% legal, beneficial and registered owner of Reno Creek Resources Inc., a corporation governed by the laws of Canada (“ RCRI ”);

RCRI is the 100% legal, beneficial and registered owner of AUC Holdings Inc., a corporation governed by the laws of the State of Nevada (“ AUCHI ”);

AUCHI is the 100% legal, beneficial and registered owner of AUC LLC, a limited liability company governed by the laws of the State of Delaware (“ AUC ”);

AUC is the 100% legal, beneficial and registered owner of the assets of the Reno Creek Project (as defined hereinbelow);

UEC is a company incorporated under the laws of the State of Nevada, U.S.A., is in the business of seeking, acquiring and developing mineral resource property interests of merit, and has its common shares listed for trading on the NYSE MKT equities exchange;

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As a consequence of recent discussions and negotiations as between the Parties hereto, (i) the Pacific Road Funds have agreed to sell, and UEC has agreed to acquire, subject to the prior satisfaction of certain conditions precedent to the satisfaction of UEC, all of the issued and outstanding RCHI Shares held by the Pacific Road Funds, and (ii) pursuant to Section 5.8 of the Shareholders Agreement, dated April 7, 2010 by and among the Pacific Road Funds, BYU, BHI, 7514565 Canada, Inc. and AUC (the “ Shareholders Agreement ”), the Pacific Road Funds have agreed to notify BHI of its obligation to sell all of the issued and outstanding RCHI Shares held by BHI by exercising certain rights of the Pacific Road Funds under the Shareholders Agreement (the “ BHI Drag ”) after the Effective Date and prior to May 31, 2017, and to use commercially reasonable efforts to have BHI comply with the BHI Drag;

Upon exercise of the BHI Drag, BHI shall sign, either directly or by the Pacific Road Funds under a power of attorney, the BHI Counterpart Signature Page to this Agreement, and BHI shall thereafter be a “Selling Stockholder” and a “Party” to this Agreement;

Collectively, the RCHI Shares held by the Pacific Road Funds and BHI will constitute, at the Closing Date, 100% of the issued and outstanding common shares of RCHI, and are collectively referred to herein as the “ Purchased Shares ” and each a “ Purchased Share ”); and

The Parties hereto have agreed to enter into this Agreement (as defined hereinbelow) which formalizes and replaces, in their entirety, all such recent discussions and negotiations and which clarifies each of the Parties’ respective duties and obligations in connection with the proposed purchase by UEC from the Selling Stockholders of all of the Purchased Shares.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the above recitals and the mutual promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as follows:

Article 1

DEFINITIONS

1.1 Definitions . For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases shall have the following meanings:

(a)

“ 1934 Act ” means the United States Securities Exchange Act of 1934 , as amended, and all the Rules and Regulations promulgated under the 1934 Act.

(b)

“ Acquisition Consideration ” has the meaning ascribed to it in section 2.2 hereinbelow.

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(c)

“ Acquisition Proposal ” means, in each case whether in a single transaction or a series of related transactions:

(i)

any take-over bid, tender offer or exchange offer that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of AUC, RCHI, RCRI or AUCHI;

(ii)

any amalgamation, plan of arrangement, share exchange, business combination, merger, consolidation, recapitalization, reorganization, or other similar transaction involving AUC, RCHI, RCRI or AUCHI or any liquidation, dissolution or winding-up of AUC, RCHI, RCRI or AUCHI;

(iii)

any direct or indirect sale of AUC, RCHI, RCRI or AUCHI or all or substantially all of the assets (or any lease, long term supply arrangement, licence or other arrangement having the same economic effect as a sale) of AUC, RCHI, RCRI or AUCHI;

(iv)

any direct or indirect sale, issuance or acquisition of common shares or any other voting or equity interests (or securities representing, convertible into or exercisable for, such common shares or interests) in AUC, RCHI, RCRI or AUCHI representing 20% or more of the issued and outstanding equity or voting interests (or rights or interests therein or thereto) of AUC, RCHI, RCRI or AUCHI or their subsidiaries; and

(v)

any proposal or offer to do, or public announcement of an intention to do, any of the foregoing from any Person other than UEC;

in each case excluding the Transaction and any transaction between only the Companies and any shareholders of the Companies, including the Pacific Road Funds (and any Pacific Road Entity pursuant to the PR Pre-Closing Reorganization).

(d)

“ Action ” means any claim, action, cause of action, suit, writ, demand, notice, complaint, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, administrative order, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

(e)

“ Affiliate ” and “ Affiliated ” means, with respect to any Person, any Person Controlled by, Controlling, or under common Control with, such Person.

(f)

“ Agreement ” means this Share Purchase Agreement as entered into among the Selling Stockholders, BHI and UEC herein, together with any Schedules attached hereto and any amendments made to either of the agreement or Schedules.

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(g)

“ Approved Distribution ” has the meaning ascribed to it in section 5.4 hereinbelow.

(h)

“ Arbitration Act ” means the British Columbia International Commercial Arbitration Act , as amended from time to time, and the rules and regulations promulgated therein, as set forth in Article 13 hereinbelow.

(i)

“ AUC Assets ” means the Mineral Property Interests, Real Property, Water Rights, Tangible Personal Property, Intellectual Property, Material Contracts, Benefit Plans, Reno Creek Project Documentation, Business Documentation, Permits, Environmental Permits and all other assets, contracts, equipment, goodwill, inventory and other real or tangible assets of AUC, and including, without limitation, all of the matters listed and described in Schedules D through H.

(j)

“ AUC ” has the meaning ascribed to it in recital F hereinabove.

(k)

“ AUCHI ” has the meaning ascribed to it in recital E hereinabove.

(l)

“ Acquisition Shares ” has the meaning ascribed to it in section 2.2(a) hereinbelow.

(m)

“ Acquisition Warrants ” has the meaning ascribed to it in 2.2(a)(ii) hereinbelow.

(n)

“ B.C. Securities Act ” means the British Columbia Securities Act , as amended, and all the Rules and Regulations promulgated under the B.C. Securities Act.

(o)

“ Benefit Plans ” has the meaning ascribed to it in section 3.2(aa) hereinbelow.

(p)

“ BHI ” means Bayswater Holdings Inc., a company governed by the laws of the Province of British Columbia, and having an address for notice and delivery located at Suite 545, 999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1.

(q)

“ BHI Counterpart Signature Page” means the counterpart signature page to this Agreement pursuant to which BHI will become a party to this Agreement, in the form attached hereto as Schedule D.

(r)

“ BHI Drag ” has the meaning ascribed to it in recital I hereinabove.

(s)

“ Board of Directors ” means, as applicable, the respective Board of Directors of the relevant Party hereto as duly constituted from time to time.

(t)

“ business day ” means any day during which chartered banks are open for business in the City of Corpus Christi, Texas, U.S.A., and Toronto, Ontario, Canada.

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(u)

“ Business Documentation ” means any and all records and other factual data and information relating to the Companies’ business interests and assets and including, without limitation, all plans, agreements and records which are in the possession or control of the Companies or any of the Selling Stockholders in that respect.

(v)

“ Closing ” has the meaning ascribed to it in section 7.1 hereinbelow.

(w)

“ Closing Date ” has the meaning ascribed to it in section 7.1 hereinbelow.

(x)

“ COBRA ” has the meaning ascribed to it in section 3.2(ee) hereinbelow.

(y)

“ Code ” means the United States Internal Revenue Code of 1986 , as amended.

(z)

“ Commission ” means the United States Securities and Exchange Commission.

(aa)

“ Common Stock ” means the common stock of UEC, par value $0.001 per common share, and any other class of securities into which such securities may hereafter be reclassified or changed.

(bb)

“ Common Stock Equivalents ” means any securities of UEC which would entitle the holder thereof to acquire at any time Common Stock including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(cc)

“ Companies ” means, collectively, each of RCHI, RCRI, AUCHI and AUC, or any successor company of any or all of the companies, however formed, whether as a result of merger, amalgamation or other action, and “ Company ” means any one of them as the context so requires.

(dd)

“ Confidential Information ” has the meaning ascribed to it in section 8.2 hereinbelow.

(ee)

“ Confidentiality Agreement ” means the agreement entered by UEC and the Pacific Road Funds dated August 18, 2016, as amended.

(ff)

“ Control ” means:

(i)

in relation to a corporation, the beneficial ownership at the relevant time of shares of such corporation carrying more than 50% of the voting rights ordinarily exercisable at meetings of shareholders of the corporation where such voting rights are sufficient to elect a majority of the directors of the corporation;

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(ii)

in relation to a Person that is a partnership, limited liability company or joint venture, the beneficial ownership at the relevant time of more than 50% of the ownership interests of the partnership, limited liability company or joint venture in circumstances where it can reasonably be expected that the Person can direct the affairs of the partnership, limited liability company or joint venture; and

(iii)

in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust;

and the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; the Person who Controls a Controlled Entity shall be deemed to Control a corporation, partnership, limited liability company, joint venture or trust which is Controlled by the Controlled Entity, and so on.

(gg)

“ Data Room ” means the electronic documentation site established on behalf of the Selling Stockholders as it existed on at 5:00 p.m. PST two full business days prior to the Effective Date.

(hh)

“ De Minimis Amount ” has the meaning ascribed to it in section 12.4(a) hereinbelow.

(ii)

“ Deductible Amount ” has the meaning ascribed to it in section 12.4(a) hereinbelow.

(jj)

“ Deemed Issuance Price per Acquisition Share ” has the meaning ascribed to it in section 2.2(a) hereinbelow.

(kk)

“ Direct Claim ” has the meaning ascribed to it in section 12.9(c) hereinbelow.

(ll)

“ Effective Date ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(mm)

“ Encumbrance ” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, interest or estate against or in assets or property, royalty, easement, encroachment, option or other right to acquire, or to acquire any interest in, any assets or property, any voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, or any other encumbrance of whatsoever nature and kind, or any agreement to create, or right capable of becoming, any of the foregoing.

(nn)

“ Environmental Claim ” means any Action relating to remediation, investigation, monitoring, emergency response, decontamination, restoration or other action under any Environmental Law by any Person alleging or asserting liability, either direct or indirect, and either in whole or by way of contribution or indemnity, of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, any damages including natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (i) the presence, Release of, or exposure to, any Hazardous Materials; or (ii) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

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(oo)

“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (i) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (ii) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

(pp)

“ Environmental Notice ” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

(qq)

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

(rr)

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974 , as amended, and the regulations promulgated thereunder.

(ss)

“ ERISA Affiliate ” means any other Person or entity under common control with any Company within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

(tt)

“ Evaluation Date ” has the meaning ascribed to it in section 4.1(s) hereinbelow.

(uu)

“ Exempt Issuance ” means the issuance of: (i) common shares of UEC’s Common Stock or options to employees, officers or directors of UEC pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose; (ii) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into common shares of UEC’s Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities below the Deemed Issuance Price per Acquisition Share; and (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Board of Directors of UEC, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of UEC and shall provide to UEC additional benefits in addition to the investment of funds, but shall not include a transaction in which UEC is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

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(vv)

“ Financial Statements ” has the meaning ascribed to it in section 3.2(s) hereinbelow.

(ww)

“ Fund A ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(xx)

“ Fund B ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(yy)

“ Fundamental Cap ” has the meaning ascribed to it in section 12.4(c)(ii) hereinbelow

(zz)

“ Fundamental Representations ” means the representations and warranties in sections 3.1(a) through 3.1(j), inclusive, sections 3.2(a) through 3.2(d), inclusive and sections 3.2(jj) through 3.2(ll), inclusive hereinbelow.

(aaa)

“ Governmental Authority ” means any federal, state, local, tribal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(bbb)

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination award or other directive entered by or entered into with any Governmental Authority.

(ccc)

“ Hazardous Materials ” means: (i) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or otherwise hazardous or is regulated under Environmental Law; (ii) any substance that is defined as “hazardous waste,” “hazardous substance,” “extremely hazardous substance,” “pollutant” or “contaminant” or by words of similar import or regulatory effect under any Environmental Laws; and (iii) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

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(ddd)

“ Income Tax ” means any federal, state, local or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

(eee)

“ Income Tax Return ” means any return, declaration, report, claim for refunds or information return or statement relating to Income Taxes, including schedule or attachment thereto, and including any amendment thereof.

(fff)

“ Indemnified Party ” has the meaning ascribed to it in section 12.9(a) hereinbelow.

(ggg)

“ Indemnifying Party ” has the meaning ascribed to it in section 12.9(a) hereinbelow.

(hhh)

“ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Committee from time to time, and any successor standards or bodies thereto.

(iii)

“ Intellectual Property ” means, with respect to the Companies, all right and interest to all patents, patents pending, inventions, know-how, any operating or identifying name or registered or unregistered trademarks and tradenames, all computer programs, licensed end-user software, source codes, products and applications (and related documentation and materials) and other works of authorship (including notes, reports, other documents and materials, magnetic, electronic, sound or video recordings and any other work in which copyright or similar right may subsist) and all copyrights (registered or unregistered) therein, industrial designs (registered or unregistered), franchises, licenses, authorities, restrictive covenants or other industrial or intellectual property used in or pertaining to the Companies.

(jjj)

“ Investment Agreements ” means the investment agreement, dated April 7, 2010, between Fund A, Fund B, Pacific Road Holdings NV, Bayswater Uranium Corporation and BHI, and the Shareholders Agreement, in each case as amended by the first amending agreement, dated January 5, 2011, the second amending agreement, dated January 31, 2012, the third amending agreement, dated March 1, 2013, the fourth amending agreement, dated January 15, 2015, the fifth amending agreement, dated January 15, 2016, and the funding and direction agreement, dated February 9, 2017.

(kkk)

“ IRS ” means the United States Internal Revenue Service.

(lll)

“ Key Regulatory Approvals ” means the approvals specified on Schedule N, including the NRC Approval.

(mmm)

“ Knowledge of Selling Stockholders” or “Selling Stockholders’ Knowledge ” or any other similar knowledge qualification, means the actual knowledge of the Selling Stockholders, after due inquiry of the officers of AUC, including the general manager of the Reno Creek Project.

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(nnn)

“Law ” means any statute, law, ordinance, regulation, rule, code, order, injunction, constitution, treaty, common law, judgment, ruling, decree, other requirement or rule of law of any Governmental Authority.

(ooo)

“ Letter of Intent ” means the letter of intent between UEC and the Pacific Road Funds dated March 19, 2017, as amended.

(ppp)

“ Liabilities” means liabilities, obligations or commitments of any kind or nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

(qqq)

“ Loss ” or “ Losses ” means any losses, damages, Liabilities, claims, demands, prosecutions, fines, penalties or assessments, costs or expenses, including reasonable attorneys’ fees.

(rrr)

“ Luxco ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(sss)

“ Material Contracts ” has the meaning ascribed to it in section 3.2(pp) hereinbelow.

(ttt)

“ Material Properties ” has the meaning ascribed to it in section 4.1(q) hereinbelow.

(uuu)

“ Mineral Property Interests ” means all mineral estates, mineral claims under state law, patented and unpatented federal lode, placer and millsite mining claims, mining leases, surface and subsurface leases, licenses, subleases, sublicenses, royalty interests, overriding royalty interests, production payment interests, net profit interests, net smelter return interests, joint venture agreements and other rights in mineral estates, ore bodies or production, and any other interests associated with the Real Property or rights to the Real Property of AUC whether: (i) described in Schedule A or in any document of record described in Schedule A; (ii) covering or relating to all or any part of the Real Property or rights to Real Property of AUC whether or not described in Schedule A; or (iii) covered by any agreement to which any such interest or any other estate, property right or other such interest is subject.

(vvv)

“ Non-AUC Assets ” means, for each Company as described in this definition, solely the equity securities of the entity owned by it, and no other assets of any kind or nature, and specifically: (i) as to AUCHI, the ownership of all equity securities of AUC; (ii) as to RCRI, the ownership of all equity securities of AUCHI; and (iii) as to RCHI, the ownership of all equity securities of RCRI.

(www)

“ NPI Royalties ” has the meaning ascribed to it in section 2.2(a)(iii) hereinbelow.

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(xxx)

“ NRC Approval ” means the approval of the U.S. Nuclear Regulatory Agency, as described on Schedule N.

(yyy)

“ NYSE MKT ” means the NYSE MKT equities exchange, together with its respective successors and permitted assigns as the context so requires.

(zzz)

“ Outside Date ” has the meaning ascribed to it in section 11.1(b) hereinbelow.

(aaaa)

“ Pacific Road Entity ” means: (i) PRCM; (ii) any Affiliate of PRCM; (iii) any investment fund or entity (whether corporation, partnership, limited liability corporation or partnership, trust or other form of business entity which is an investment fund) to which PRCM or an Affiliate of PRCM provides management or advisory services or any of their Affiliates; and (iv) any trustee, partner or shareholder of any investment fund referred to in (iii), and includes Fund A, Fund B and Luxco.

(bbbb)

“ Pacific Road Funds ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(cccc)

“ Parties ” or “ Party ” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(dddd)

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

(eeee)

“ Permitted Encumbrances ” means: (i) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business for which payment is not yet due; (iii) title of a lessor under a capital or operating lease disclosed in Schedule C; (iv) all covenants, conditions, restrictions, easements or rights-of-way on title and similar matters filed of record in the real property records to which they relate or that are located in the Wyoming State Office of the Bureau of Land Management or the Wyoming Department of Environmental Quality – Water Resources Division; (v) defects or irregularities in title to the Real Property which are of a minor nature and do not materially adversely affect the use or value of the Real Property affected thereby and provided the same have been complied with in all material respects to the Closing Date; (vi) rights of equipment lessors under equipment contracts provided the terms of such equipment contracts have been fully performed to the Closing Date; (vii) any privilege in favour of any lessor, licensor or permitter for rent to become due or for other obligations or acts, the performance of which is required under Contracts, or Real Property leases, so long as the payment of or the performance of such other obligation or act is not delinquent and provided that such liens or privileges do not materially adversely affect the use or value of the assets affected thereby; (viii) all Encumbrances affecting a landlord’s freehold interest in any leased Real Property; (ix) Encumbrances under the Investment Agreements; (x) Encumbrances relating to the cash collateralized letter of credit posted by AUC’s banking institution in favour of the State of Wyoming; (xi) Encumbrances contained within AUC’s existing Permits; (xii) Encumbrances described in the Title Opinion; and (xiii) all Encumbrances that do not materially interfere with the operation of AUC in the ordinary course of business or would reasonably be expected to have a material adverse effect on the Companies.

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(ffff)

“ Person ” or “ Persons ” means an individual, corporation, partnership, party, trust, fund, association and any other organized group of Persons and the personal or other legal representative of a Person to whom the context can apply according to Law.

(gggg)

“ PRCM ” means Pacific Road Capital Management Pty Ltd.

(hhhh)

“ PR Pre-Closing Reorganization ” means the pre-closing reorganization of the holdings of the Pacific Road Funds in RCHI described on Schedule M.

(iiii)

“ Public Disclosure ” has the meaning ascribed to it in section 4.1(j) hereinbelow.

(jjjj)

“ Purchased Shares ” has the meaning ascribed to it in recital K hereinabove.

(kkkk)

“ Real Property ” means all real property owned, held, leased, used or controlled by AUC, including all fee interests, patented mining claims, patented millsite claims, unpatented mining claims, unpatented millsite claims, leasehold interests, option rights, grazing rights, access rights, easements, rights of way, Water Rights, and other real property interests, including the leases and agreements relating to such real property interests all as described in Schedule A.

(llll)

“ RCHI ” has the meaning ascribed to it in recital A hereinabove.

(mmmm)

“ RCHI Shares ” has the meaning ascribed to it in recital A hereinabove.

(nnnn)

“ RCRI Shares ” has the meaning ascribed to it in recital D hereinabove.

(oooo)

“ Registration Rights Agreement ” means the registration rights agreement between UEC and the Selling Stockholders, pursuant to which UEC will agree to grant registration rights and equivalent prospectus qualification rights to the Selling Stockholders with respect to the Acquisition Shares and Warrant Shares, substantially in the form set forth on Schedule L.

(pppp)

“ Regulatory Approval ” means the acceptance for filing, if required, of the transactions contemplated by this Agreement by the Regulatory Authorities.

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(qqqq)

“ Regulatory Authority ” and “ Regulatory Authorities ” means, either singularly or collectively as the context so requires, NYSE MKT and such other regulatory agencies who have or who may have jurisdiction over the affairs of the Companies, the Selling Stockholders, AUC and UEC herein and including, without limitation, and where applicable, all applicable securities commissions and again including, without limitation, the Commission, and all other regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement.

(rrrr)

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

(ssss)

“ Reno Creek Project Documentation ” means any and all technical records and other factual engineering data and information relating to the Mineral Property Interests comprising the Reno Creek Project and including, without limitation, all plans, maps, agreements and records which are in the possession or control of the Companies or any Selling Stockholder.

(tttt)

“ Reno Creek Project ” means the Reno Creek ISR uranium project in the Powder River basin in the State of Wyoming, which is more particularly described in Schedule A, and shall include any interests in Real Property or Mineral Property Interests acquired by AUC prior to the Closing Date.

(uuuu)

“ Securities Act ” means the United States Securities Act of 1933 , as amended, and all the Rules and Regulations promulgated under the Securities Act.

(vvvv)

“ Selling Stockholders ” means: (i) each of the Pacific Road Funds (or any Pacific Road Entity that acquires Purchased Shares from a Pacific Road Fund pursuant to the PR Pre-Closing Reorganization); and (ii) from and after the date upon which BHI has executed the BHI Counterpart Signature Page, BHI.

(wwww)

“ Shareholders Agreement” has the meaning ascribed to it in recital I hereinabove.

(xxxx)

“ Subsidiary ” means any company or companies of which more than 50% of the outstanding shares carrying votes at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such company or companies) are for the time being owned by or held for a company and/or any other companies in like relation to the company, and includes any company in like relation to the subsidiary.

(yyyy)

“ Subsidiary Shares ” has the meaning ascribed to it in section 3.2(c) hereinbelow.

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(zzzz)

“ Tangible Personal Property ” has the meaning ascribed to it in section 3.2(j) hereinbelow.

(aaaaa)

“ Tax ” or “ Taxes ” means all federal, state, local, foreign and other income, alternative minimum, gross receipts, sales, use, value added, franchise, production, transfer, profits, license, service use, withholding, payroll, social security (or similar), disability, estimated, excise, severance, stamp, occupation, premium, ad valorem (real or personal property), environmental (including taxes under Section 59A of the Code), customs duties or other tax, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(bbbbb)

“ Tax Return ” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(ccccc)

“ Third Party Claim ” has the meaning ascribed to it in section 12.9(a) hereinbelow.

(ddddd)

“ Title Opinion ” means the opinion delivered to UEC with respect to AUC’s title to the Reno Creek Project, in a form satisfactory to UEC.

(eeeee)

“ Trade Accounts Payable ” has the meaning ascribed to it in section 3.2(fff) hereinbelow.

(fffff)

“ Transaction ” means, collectively, the transactions contemplated herein as such may be amended from time to time.

(ggggg)

“ Transaction Fees ” has the meaning ascribed to it in section 2.4 hereinbelow.

(hhhhh)

“ Transfer Agent ” means UEC’s existing registrar and transfer agent for its common shares, or any successor Transfer Agent, however formed, whether as a result of merger, amalgamation or other action.

(iiiii)

“ UEC” has the meaning ascribed to it in the introductory paragraphs of this Agreement.

(jjjjj)

“ UEC Fundamental Representations ” means the representations and warranties set forth in sections 4.1(a), 4.1(b), 4.1(d), 4.1(f), 4.1(k), 4.1(l) and 4.1(m) hereinbelow.

(kkkkk)

“ UEC Shares ” has the meaning ascribed to it in section 2.2(a)(ii) hereinbelow.

(lllll)

“ US GAAP ” has the meaning ascribed to it in section 4.1(r) hereinbelow.

(mmmmm)

“ Variable Rate Transaction ” has the meaning ascribed to it in section 5.2(c) hereinbelow.

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(nnnnn)

“ Warrant Exercise Period ” has the meaning ascribed to it in section 2.2(a)(ii) hereinbelow.

(ooooo)

“ Warrant Shares ” has the meaning ascribed to it in section 2.2(a)(ii) hereinbelow.

(ppppp)

“ Water Rights ” means all water and water rights (whether permitted, certificated, vested, or decreed, and whether or not appurtenant to the Land), applications to appropriate water filed with the Wyoming Division of Water Resources, ditch and ditch rights, wells, well permits, and well rights, stock or membership interests in any irrigation, canal, ditch, or water company, and all applications or rights to change the point of diversion, place of use, and manner of use with respect thereto, which are owned, held, or leased by AUC, or are otherwise relating to, appurtenant to, or used in connection with, all or any part of the Reno Creek Project, or the use and enjoyment thereof.

1.2 Schedules . For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following shall represent the Schedules, each of which is attached to this Agreement and forms a material part hereof:

Schedule		Description of Schedule

Schedule A:		Reno Creek Project
Schedule B		Purchased Shares
Schedule C:		Disclosure Schedule
Schedule D:		BHI Counterpart Signature Page
Schedule E:		Intentionally deleted
Schedule F:		AUC’s Contracts of Employment
Schedule G:		AUC’s Material Contracts
Schedule H:		AUC’s List of Bank Accounts etc.
Schedule I:		Intentionally deleted
Schedule J:		Form of Acquisition Warrant Certificate
Schedule K:		Form of NPI Royalty
Schedule L:		Registration Rights Agreement
Schedule M:		PR Pre-Closing Reorganization
Schedule N:		Key Regulatory Approvals
Schedule O:		Title Curative Actions

Any information or disclosures set forth on a Schedule to this Agreement shall reference with particularity the section or subsection number of the Agreement to which such information or disclosure is set forth on the Schedule.

1.3 Interpretation . For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)

the words “ herein ”, “ hereof ”, “ hereunder ”, “ hereinabove ” and “ hereinbelow ” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision of this Agreement;

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(b)

any reference to an entity shall include and shall be deemed to be a reference to any entity that is a permitted successor to such entity; and

(c)

words in the singular include the plural and words in the masculine gender include the feminine and neuter genders, and vice versa .

Article 2
PURCHASE AND SALE AND CONDITIONS THEREON

2.1 Purchase and sale . Subject to the terms and conditions hereof and based upon the representations, warranties and covenants contained in this Agreement and the prior satisfaction of the conditions precedent which are set forth in Article 6 hereinbelow: (i) each Selling Stockholder hereby agrees to assign, sell and transfer at the Closing Date, all of its right, entitlement and interest in and to all of the Purchased Shares owned by such Selling Stockholder to UEC; (ii) the Pacific Road Funds agree to cause any Pacific Road Entity acquiring Purchased Shares pursuant to the PR Pre-Closing Reorganization to assign, sell and transfer such Purchased Shares to UEC; and (iii) UEC hereby agrees to purchase all of the Purchased Shares from the Selling Stockholders on the terms and subject to the conditions contained in this Agreement.

2.2 Acquisition Consideration . Each of the Selling Stockholders hereby agrees to assign, sell and transfer all of their respective Purchased Shares in exchange for the following consideration in the following manner:

(a)

to the Pacific Road Funds (or any other Pacific Road Entity following completion of the PR Pre-Closing Reorganization):

(i)

the issuance of an aggregate of 14,000,000 restricted common shares of UEC’s Common Stock (collectively the “ Acquisition Shares ”), which the Parties acknowledge and agree shall be valued at a deemed issuance price of US$1.406 per Acquisition Share (the “ Deemed Issuance Price per Acquisition Share ”), and which Acquisition Shares shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization;

(ii)

the issuance of warrants (collectively, the “ Acquisition Warrants ”) to purchase an aggregate of 11,000,000 shares of UEC’s Common Stock (collectively, the “ Warrant Shares ”, and together with the Acquisition Shares, collectively, the “ UEC Shares ”), in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for a period of five years from the Closing Date (the “ Warrant Exercise Period ”). The Acquisition Warrants shall be issued in accordance with the direction and registration instructions of the Pacific Road Funds delivered to UEC in writing prior to the Closing Date to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and

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(iii)

at the election of the Pacific Road Funds, either: (A) grant to the Pacific Road Funds a net profits interest royalty that, in the aggregate as to all of the Pacific Road Funds, equals 0.50% of the net profits on the Reno Creek Project (the “ NPI Royalties ”) , as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC to the Pacific Road Funds under the NPI Royalties, in the aggregate, capped at US$2,500,000, at all times; or (B) pay to the Pacific Road Funds an aggregate of US$100,000 at the Closing Date by wire transfer of immediately available funds to an account of the Pacific Road Funds (which account details must be provided to UEC at least three business days prior to the Closing Date). For certainty, the Pacific Road Funds confirm their election to take the NPI Royalties to any Pacific Road Entity holding Purchased Shares on such date pursuant to the PR Pre-Closing Reorganization; and

(b)

to BHI:

(i)

the issuance of an aggregate of 392,927 Acquisition Shares, which the Parties acknowledge and agree shall be valued at the Deemed Issuance Price per Acquisition Share, and which Acquisition Shares shall be issued in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date;

(ii)

the issuance of Acquisition Warrants to purchase an aggregate of 308,728 Warrant Shares, in substantially the form attached hereto as Schedule J, with each Acquisition Warrant entitling the holder to acquire Warrant Shares of UEC at an exercise price of US$2.30 per Warrant Share for the Warrant Exercise Period. The Acquisition Warrants shall be issued to BHI in accordance with the registration instructions of BHI delivered to UEC in writing prior to the Closing Date; and

(iii)

at BHI’s election (delivered to UEC in writing prior to the Closing Date), either: (A) grant to BHI a net profits interest royalty that equals 0.01403% of the net profits on the Reno Creek Project (the “ BHI NPI Royalty ”) , as calculated and paid in accordance with the terms of the NPI Royalty attached hereto as Schedule K, with the total amount payable by UEC under the BHI NPI Royalty, in the aggregate, capped at US$70,165.50, at all times; or (B) pay to BHI an aggregate of US$2,807 at the Closing Date by wire transfer of immediately available funds to an account of BHI (which account details must be provided to UEC at least three business days prior to the Closing Date),

- 18 -

(and each of the Acquisition Shares, the Acquisition Warrants and the NPI Royalty being, collectively, the “ Acquisition Consideration ” herein).

2.3 Voting and Resale Conditions . Each Pacific Road Entity holding UEC Shares pursuant to the PR Pre-Closing Reorganization (herein, each a “ Pacific Road Fund ”) hereby agrees, until the earlier of: (i) the date that is two years following the Closing Date of the Transaction; and (ii) the date that the Pacific Road Funds hold, in the aggregate, five percent (5%) or less of the issued and outstanding common shares of UEC’s Common Stock:

(a)

not to privately sell or otherwise dispose of any UEC Shares it holds, in any single or series of related transactions, without first providing UEC 10 business days (the “ Offer Period ”) to privately place such UEC Shares of such Pacific Road Fund (in each case a “ Seller ”), provided that: (i) if UEC delivers or causes to be delivered to the Seller within such 10 business day period a written offer (an “ Offer ”) from any one or more Persons to purchase all or a portion of such UEC Shares, then for a period of thirty (30) business days after such 10 business day period (each such period, a “ Sale Period ”) the Seller may sell such UEC Shares for no less than the price set out in the Offer (other than one or more sales under Section 2.3(b)); and (ii) if UEC has not delivered or caused to be delivered an Offer during the Offer Period as contemplated in (i) above, then the Seller shall be entitled to dispose of such UEC Shares without any limitation or restriction during a Sale Period (in each case any sale under (i) and (ii) above being a “ Private Disposition of UEC Shares ”); and further provided that: (x) if the Seller does not dispose of the UEC Shares under a Private Disposition of UEC Shares within the applicable Sale Period contemplated in (i) or (ii) above, as applicable, then the provisions of this section 2.3(a) shall continue to apply; (y) any potential Private Disposition of UEC Shares in accordance with section 2.3(a) hereinabove is subject, at all times, to UEC’s prior written consent, which may be unreasonably withheld; and (z) a sale under section 2.3(b) shall not be a Private Disposition of UEC Shares;

(b)

subject to compliance with the Offer Period and Sale Period requirements in section 2.3(a) above, not to sell any UEC Shares representing more than 10% of the five-day average trading volume of shares of UEC Common Stock traded on its principal exchange, being the NYSE MKT (or on such other exchange or quotation service which is the primary exchange or quotation service for UEC’s Common Stock from time to time), in any given day (by all Pacific Road Funds);

(c)

not to dispose of any UEC Shares (directly or indirectly) it holds for a period of 30 days after UEC has notified it in writing that UEC is in the process of completing an equity financing (such restriction being applicable only three times per calendar year); and

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(d)

not to solicit proxies in connection with any meeting of holders of UEC securities, initiate any shareholder proposal or takeover bid for securities of UEC or otherwise attempt to cause a change of control of UEC.

2.4 Costs . The Selling Stockholders, on the one hand, and UEC, on the other hand, hereto shall bear their own costs in relation to the negotiation, formalization and closing of this Agreement and the matters contemplated thereby, including any legal fees, accounting, regulatory and filing fees and expenses (the “ Transaction Fees ”). For avoidance of doubt, any costs, expenses, fees or other Liabilities incurred by the Companies as a result of the execution of this Agreement or the Closing of the Transaction contemplated thereby, including Liabilities to third parties, shall be Transaction Fees of the Selling Stockholders hereunder, and shall be paid by the Selling Stockholders and not the Companies; provided, that to the extent any change of control or severance payments described on Schedule C are payable, such costs shall be included in the amounts to be paid by UEC pursuant to Section 5.10.

2.5 Other securities . If and to the extent that any Selling Stockholder, or any other party related, associated or affiliated with any Selling Stockholder, holds, owns or has the right, directly or indirectly, to any absolute, contingent, optional, pre-emptive or other right to acquire any securities in the capital of any of the Companies or of AUC, it is hereby acknowledged and agreed by the Selling Stockholders that such party shall be conclusively deemed, as and from the Closing, to have transferred the same to UEC to the fullest extent permitted by Law, and to otherwise hold the same in trust for and at the discretion of UEC.

2.6 Covenants of the Selling Stockholders Regarding Non-Solicitation .

(a)

The Selling Stockholders shall, and shall direct and cause their respective officers, directors, employees, representatives, advisors and agents to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by the Selling Stockholders.

(b)

Unless permitted pursuant to this section 2.6, each of the Selling Stockholders agrees that it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

(i)

make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

(ii)

participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any Person any information or otherwise cooperate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;

- 20 -

(iii)

remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 10 business days following formal announcement of such Acquisition Proposal shall not be considered to be a violation of this paragraph (b)(iii));

(iv)

withdraw, modify, qualify or change in a manner adverse to UEC, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to UEC the approval, recommendation or declaration of advisability of the Pacific Road Funds of the Transaction (it being understood that failing to affirm the approval or recommendation of the Pacific Road Funds of the Transaction within two business days after an Acquisition Proposal relating to such Party has been publicly announced and, in circumstances where no Acquisition Proposal has been made, within 10 business days of being requested to do so by UEC, shall be considered an adverse modification);

(v)

enter into any agreement, arrangement or understanding related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Transaction or providing for the payment of any break, termination or other fees or expenses to any Person in the event that the Transaction is completed or any other transaction agreed to before any termination of this Agreement; or

(vi)

make any public announcement or take any other action inconsistent with the recommendation of the Pacific Road Funds to approve the Transaction.

(c)

The Selling Stockholders shall: (i) not allow access to any of its confidential information to any third party; and (ii) immediately request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with the Selling Stockholders relating to a potential Acquisition Proposal to the extent such confidentiality agreement remains in full force and effect and to the extent such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured. The Selling Stockholders agree not to: (iii) release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party; and (iv) release any third party from any non-solicitation or standstill agreement or provision to which such third party is a party. The Selling Stockholders also agrees not to amend, modify or waive any such confidentiality, non-solicitation or standstill agreement or provision and undertakes to enforce, or cause the Companies to enforce such agreements and provisions.

- 21 -

(d)

From and after the date of this Agreement, the Selling Stockholders shall promptly (and in any event within 24 hours) notify UEC, at first orally and then in writing, of any proposals, offers or written inquiries relating to or constituting an Acquisition Proposal, or any request for non-public information relating to the Selling Stockholders. Such notice shall include a description of the material terms and conditions of any proposal, inquiry or offer. Selling Stockholders shall keep UEC fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer.

Article 3
REPRESENTATIONS, WARRANTIES AND COVENANTS
BY EACH OF THE selling stockholders

3.1 General representations, warranties and covenants by each of the Selling Stockholders as to the Selling Stockholders . In order to induce UEC to enter into and consummate this Agreement, each of the Selling Stockholders (severally and not jointly or jointly and severally), represents and warrants to UEC, with the intent that UEC shall rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that:

(a)

if a corporation, such Selling Stockholder has been formed or incorporated under the Laws of its jurisdiction of formation or incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate Laws;

(b)

if the Selling Stockholder is a trust, such Selling Stockholder is a valid and subsisting trust, the trustees have the necessary power and authority to execute and deliver this Agreement and to observe and perform such Selling Stockholder’s covenants and obligations hereunder and such Selling Stockholder has taken all necessary action in respect thereof;

(c)

such Selling Stockholder has the requisite power, authority and capacity to own and use all of its business assets and to carry on business as presently conducted by it;

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, on the part of such Selling Stockholder;

(e)

except as set out in this Agreement, there are no other consents, approvals or conditions precedent to the performance of this Agreement on the part of such Selling Stockholder which have not been obtained;

(f)

this Agreement constitutes a legal, valid and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as enforcement may be limited by Laws of general application affecting the rights of creditors;

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(g)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof do not and shall not, subject to the receipt of the NRC Approval:

(i)

if a corporation, conflict with or result in a breach of or violate any of the terms, conditions or provisions of its respective constating documents;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any Law or Governmental Authority to which it is subject, or constitute or result in a default under any agreement, contract or commitment to which it is a party; or

(iii)

constitute a default by it, or any event which, with the giving of notice or lapse of time or both, is reasonably likely to constitute an event of default, under any agreement, contract, indenture or other that could adversely affect the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement;

(h)

except as set forth in Schedule B, such Selling Stockholder is the legal, of record and beneficial owner of the Purchased Shares noted as being owned by it, and the Purchased Shares (i) constitute all of the issued and outstanding equity securities of RCHI, (ii) were not issued in violation of any Law, (iii) are fully paid and non-assessable, and (iv) are free and clear of Encumbrances, including, without limitation, options, pre-emptive rights and other rights of acquisition in favour of any Person, whether conditional or absolute, other than as may exist under the Investment Agreements;

(i)

there are no outstanding equity securities or other equity interests in RCHI (or rights to acquire such equity securities or interests) other than the Purchased Shares;

(j)

such Selling Stockholder has the power and capacity to own and dispose of the Purchased Shares owned by it, and such Purchased Shares are not subject to any voting or similar arrangement;

(k)

there are no Actions (whether or not purportedly against or on behalf of such Selling Stockholder), pending or, to the knowledge of such Selling Stockholder, threatened, which may affect, without limitation, the rights of the Selling Stockholder to transfer any of the Purchased Shares owned by it to UEC, whether at law or in equity, or before or by any Governmental Authority, and without limiting the generality of the foregoing, there are no claims or potential claims or Actions leading to the dissolution or winding up, or the placing of such Selling Stockholder in bankruptcy or subject to any other Laws governing the affairs of insolvent companies or Persons, under any relevant family relations legislation, or under any other Laws affecting any of the Purchased Shares, nor is any Selling Stockholder aware of any existing ground on which any of the above described Actions might be commenced with any reasonable likelihood of success;

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(l)

except as set forth in the Investment Agreements, no other Person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Purchased Shares;

(m)

such Selling Stockholder acknowledges that the Acquisition Shares will be issued under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities Laws, and that, as a result, such Selling Stockholder may be restricted from using most of the remedies that would otherwise be available to such Selling Stockholder, such Selling Stockholder will not receive information that would otherwise be required to be provided to such Selling Stockholder and UEC is relieved from certain obligations that would otherwise apply to UEC, in either case, under applicable securities legislation;

(n)

such Selling Stockholder realizes that the sale of the Purchased Shares in exchange for the Acquisition Shares will be a highly speculative investment and that such Selling Stockholder should be able, without impairing such Selling Stockholder’s financial condition, to hold the Acquisition Shares for an indefinite period of time and to suffer a complete loss on such investment;

(o)

such Selling Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment;

(p)

such Selling Stockholder has not received, nor has it requested, or is it required to, receive any offering memorandum (as defined under applicable securities Laws) or a similar document describing the business and affairs of UEC in order to assist such Selling Stockholder in entering into this Agreement and in consummating the transactions contemplated herein; and

(q)

to such Selling Stockholder’s Knowledge, there are no facts or circumstances which would constitute a breach by UEC of UEC’s representations and warranties.

3.2 Representations and warranties by each of the Selling Stockholders respecting the Companies . In order to induce UEC to enter into and consummate this Agreement, each of Selling Stockholders (severally and not jointly or jointly and severally), hereby also represents and warrants to UEC, with the intent that UEC shall also rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that :

(a)

each of the Companies has been formed or incorporated under the Laws of its respective jurisdictions of formation or incorporation, are validly existing and are in good standing with respect to all statutory filings required by the applicable corporate Laws;

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(b)

each of the Companies has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on business as presently conducted by it;

(c)

RCHI, RCRI and AUCHI is the legal and beneficial owner of 100% of the equity securities described as the Non-AUC Asset owned by such Company (the “ Subsidiary Shares ”), and such Subsidiary Shares are fully paid and non-assessable and are free and clear of Encumbrances, including, without limitation, options, pre-emptive rights or other rights of acquisition in favour of any Person, whether conditional or absolute, other than as may exist under the Investment Agreements;

(d)

except as set forth on Schedule C, the only asset of any kind or nature owned by each of RCHI, RCRI and AUCHI is the Subsidiary Shares owned by it, and none of RCHI, RCRI and AUCHI has or has ever had any operations, employees, assets or interests of any kind other than the Subsidiary Shares that are listed as the sole Non-AUC Asset owned by each such Company, as described in the definition of Non-AUC Assets;

(e)

none of RCHI, RCRI and AUCHI has any Liabilities, other than as may exist under the Investment Agreements or as set forth on Schedule C;

(f)

there are no Actions pending, relating to or affecting, or, to the knowledge of each Selling Stockholder, threatened, which may affect, without limitation, the rights of the Selling Stockholders to indirectly transfer the Subsidiary Shares in connection with the transactions contemplated by this Agreement, whether at law or in equity, or before or by any federal, state, provincial, municipal or other Governmental Authority, and, subject to the receipt of NRC Approval, such Selling Stockholder is not aware of any existing ground on which any such Action might be commenced with any reasonable likelihood of success;

(g)

there are no Actions pending, relating to or affecting, or to the knowledge of such Selling Stockholder, threatened against, any Company, whether at law or in equity, or before or by Governmental Authority, which is reasonably likely to materially adversely affect in any manner AUC, its business, the Reno Creek Project, the AUC Assets (other than routine claims for benefits under Benefit Plans), or the transactions contemplated by this Agreement;

(h)

no other Person has any written or oral agreement, option, understanding, or commitment, or any right or privilege capable of becoming an agreement, for the purchase of any of the Subsidiary Shares or any unissued shares in the capital of any of the Companies or from AUC of any interest in and to any of Mineral Property Interests comprising the Reno Creek Project, other than as may exist under the Investment Agreements;

- 25 -

(i)

AUC owns and possesses, or holds a valid leasehold or subleasehold interest in, and has good and marketable title to and possession of all of the AUC Assets, free and clear of all actual or, to the Knowledge of such Selling Stockholder, threatened, Encumbrances, other than Permitted Encumbrances;

(j)

AUC holds good and valid title to, or a valid leasehold or subleasehold interest in, all buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles, inventory and other items of tangible personal property and other assets used in the operation of the Reno Creek Project (the “ Tangible Personal Property ”) and the Tangible Personal Property is free and clear of all Encumbrances other than Permitted Encumbrances;

(k)

all material assets and items included in the Tangible Personal Property are structurally sound, are in good operating condition and repair and none of such Tangible Personal Property is in need of maintenance or repairs except for ordinary, routine scheduled maintenance and repairs that are not material in nature or cost;

(l)

the AUC Assets constitute all of the rights, assets and properties that are usually and ordinarily used in, and are sufficient for, the continued conduct of the AUC’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Reno Creek Project as currently conducted, and the Selling Stockholders are not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or use by the business of the AUC Assets;

(m)

except as set forth in Schedule A, with respect to the unpatented mining claims constituting the Real Property: (i) AUC is in exclusive possession thereof and has good title thereto, subject to the paramount title of the United States, free and clear of all liens, other than Permitted Encumbrances; (ii) all such claims were located, staked, filed and recorded on available public domain land in compliance in all material respects with all applicable state and federal laws and regulations; (iii) assessment work, intended in good faith to satisfy the requirements of state and federal laws and regulations and generally regarded in the mining industry as sufficient, for all assessment years up to and including the assessment year ending September 1, 1992, was timely and properly performed on or for the benefit of the claims, and affidavits evidencing such work were timely recorded; (iv) claim rental and maintenance fees required to be paid under federal law in lieu of the performance of assessment work, in order to maintain the claims commencing with the assessment year ending on September 1, 1993 and through the assessment year ending on September 1, 2017, have been timely and properly paid, and affidavits or other notices evidencing such payments and required under federal or state laws or regulation have been timely and properly filed and recorded; (v) all filings with the BLM with respect to such claims which are required under federal or state law have been timely and properly made; and (vi) there are no Actions pending or to the best of the Selling Stockholders’ knowledge, threatened against or affecting any of the claims;

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(n)

except as set forth in Schedule A, with respect to the leases, surface use agreements and access agreements constituting the Real Property , all such leases and agreements are in full force and effect, in good standing and free from any material breach or default, and the Selling Stockholders are not aware of, and have not received notice of, any act or omission, which would constitute a material breach or default under any lease or agreement or which would otherwise allow the lessor or owner to terminate any lease or agreement;

(o)

except as set forth on Schedule C, there are: (i) no royalties, net smelter return obligations, production-based Taxes or similar levies on mineral production payable with respect to the Reno Creek Project; (ii) no overdue amounts owing under any such royalty obligations and AUC is not in default under or in breach of, in either case in any material respect, of any term or condition thereof; and (iii) no material disputes with respect to the calculation of royalties;

(p)

Schedule C sets forth a list of all material Permits, including all Environmental Permits in the possession of the Companies, and, except as set forth in Schedule C: (i) each of the Companies hold all Permits that are necessary in connection with the operations of the Companies as currently conducted, except for such Permits the failure of which to obtain would not have a material adverse effect on such Company, as applicable; (ii) all such Permits have been validly issued pursuant to applicable Law and are in good standing by the proper doing and filing of assessment work and the payment of all fees, Taxes and rentals in accordance with the requirements of applicable Law and the performance of all other actions necessary in that regard; (iii) each Company is in compliance in all material respects with all such Permits held by it and Laws applicable to it; and (iv) except for the requirement to obtain NRC Approval, neither the execution and delivery of this Agreement nor the completion of the transactions contemplated hereby shall give any Person the right to terminate or cancel any said material Permit or affect such compliance;

(q)

other than the Approved Distribution and the PR Pre-Closing Reorganization, since the date of the Financial Statements, none of the Companies has done any of the following, or committed to:

(i)

redeem or acquire any shares in its share capital;

(ii)

declare or pay any dividend;

(iii)

make any reduction in or otherwise make any payment on account of its paid-up capital;

(iv)

effect any subdivision, consolidation or reclassification of its share capital;

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(v)

acquire or have the use of any property from a Person with whom it was not dealing with at arm’s length;

(vi)

dispose of anything to a Person with whom it was not dealing with at arm’s length for proceeds less than the fair market value thereof;

(vii)

other than an equity subscription completed in January 2017, entered into any transaction, contract or agreement, or modification or cancellation of any contract or agreement, other than in the ordinary course of business;

(viii)

except as required by the employment agreements listed on Schedule F, made or authorized any payment to or for the benefit of any director, officer or employee on account of salary, pay, fringe benefits, commissions or other compensation, pension, bonus, share of profits or any Benefit Plan, except in the ordinary course of business and at rates consistent with previous years, or increased or agreed to increase the salary, pay, fringe benefits, commissions or other compensation, pension, bonus, share of profits or any Benefit Plan of any director, officer or employee, nor has there been any actual, pending or threatened change in the relationship between AUC and any employee or group of employees;

(ix)

made or incurred capital expenditures or entered into leases with a capitalized value in amounts that, in the aggregate are more than $300,000 above the aggregate amount of capital expenditures for the applicable time period other than as set forth in the 2017 budget, as attached as Attachment 1 to Schedule C;

(x)

amended or changed or taken any action to amend or change its constating or charter documents; or

(xi)

delayed or postponed maintenance on any of the Tangible Personal Property or the payout of any accounts payable or Liabilities or Indebtedness outside the ordinary course of business;

(r)

other than under the Investment Agreements, none of the Companies has committed to providing any Person with any agreement, option or right, consensual or arising by Law, present or future, contingent or absolute, or capable of becoming an agreement, option or right:

(i)

to require it to issue any further or other shares in its share capital, or any other security convertible or exchangeable into shares in its share capital, or to convert or exchange any securities into or for shares in its share capital;

(ii)

for the issue and allotment of any of the authorized but unissued shares in its share capital;

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(iii)

to require it to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its share capital; or

(iv)

to purchase or otherwise acquire any shares in its share capital;

(s)

true, correct and complete copies of the consolidated audited financial statements of the Companies for the fiscal years ended December 31, 2015 and 2016 (the “ Financial Statements ”), are attached hereto as Attachment 2 to Schedule C;

(t)

the Financial Statements (i) fairly present in all material respects the financial condition and the results of operations, changes in retained earnings, and cash flows of the Companies as of their respective dates and for the periods then ended, and (ii) were prepared in accordance with IFRS, consistently applied;

(u)

the books and records of the Companies from which the Financial Statements were prepared fairly reflect, in all material respects, the assets, Liabilities and operations of the Companies, and the Financial Statements are in conformity therewith;

(v)

there are no material Liabilities, contingent or otherwise, existing on the Effective Date in respect of which any Company may be liable on or after the completion of the transactions contemplated by this Agreement, other than:

(i)

Liabilities expressly disclosed or referred to in this Agreement, including the Schedules to this Agreement;

(ii)

Liabilities which are disclosed, reflected or expressly provided for in the Financial Statements;

(iii)

Liabilities incurred in the ordinary course of business since date of the Financial Statements, none of which are materially adverse to the business, operations, affairs, prospects or financial conditions of any of the Companies;

(w)

no dividend or other distribution by any Company has been made, declared or authorized since its incorporation or formation;

(x)

none of RCHI, RCRI and AUCHI has or ever has had, any employees or independent contractors, and AUC has never had any independent contractors that reasonably ought to have been characterized as employees;

(y)

AUC is not a party to any collective agreement with any labour union or other association of employees, and, to the knowledge of the Selling Stockholders, there are no pending applications for certification of any of AUC’s employees as a collective bargaining unit;

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(z)

to the Selling Stockholder’s Knowledge, none of the Companies are presently a party to any complaint, grievance, arbitration or other labour matter referred to any board or labour authority;

(aa)

Schedule C contains a list of each benefit, employment, compensation, profit-sharing, deferred compensation, incentive, stock or stock-based, change in control, retention, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program or arrangement (including amendments thereto), whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, in effect and covering one or more employees or service providers or the beneficiaries or dependents of any employees or service providers that is maintained, sponsored, contributed to, or required to be contributed to by any Company, or under which any Company has or could have any Liability, or with respect to which UEC or any of its Affiliates would reasonably be expected to have any Liability (as listed on Schedule C, each, a “ Benefit Plan ”);

(bb)

each Benefit Plan complies in all material respects with all applicable Laws, and there is no pending or threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan is a participant in an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority;

(cc)

each Benefit Plan intended to qualify under Section 401(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to its qualified status under the Code or has remaining a period of time under applicable guidance to apply for such a letter without adverse consequences;

(dd)

the Companies have provided to UEC in the Data Room correct and complete copies of all documents embodying each Benefit Plan sponsored by any Company, including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, and group insurance contracts and policies;

(ee)

except as set forth in Schedule C, the Companies and their ERISA Affiliates have never maintained, established, sponsored, participated in, or contributed to, any employee benefit plan which is subject to Title IV of ERISA or Section 412 of the Code, at no time has any Company or its ERISA Affiliates contributed to or been obligated to contribute to any Multiemployer Plan within the meaning of Section 3(37) of ERISA, and no Company and its ERISA Affiliates has ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, or to any plan described in Section 413 of the Code;

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(ff)

there are no former employees of the Companies who are subject to retiree health or to the rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended (“ COBRA ”), or other applicable statute, and no Company has ever represented, promised or contracted (whether in oral or written form) to any service provider that any Person would be provided with retiree health;

(gg)

each Benefit Plan that is subject to Section 409A of the Code has been operated in material compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations), and to the Knowledge of Selling Stockholders, no payment pursuant to any Benefit Plan or other arrangement between AUC and any “service provider” (as such term is defined in Section 409A of the Code and the United States Treasury Regulations and IRS guidance thereunder), including, without limitation, the grant, vesting or exercise of any equity award, would subject any Person employed or hired by AUC to a tax pursuant to Section 409A of the Code;

(hh)

except as set forth in Schedule C or Schedule F, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (A) entitle any current or former director, officer, employee, independent contractor or consultant of any of the Companies to severance pay or any other payment; (B) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (C) limit or restrict the right of any of the Companies to merge, amend or terminate any Benefit Plan that is sponsored by such Company; or (D) increase the amount payable by any Company under or result in any other material obligation pursuant to any Benefit Plan;

(ii)

except as set forth in Schedule C, none of the Companies is obligated to make any parachute payments as such term is defined in Section 280G of the Code, and none of the Companies is a party to any agreement that under certain circumstances is reasonably likely to obligate it, or any successor in interest, to make any such parachute payments;

(jj)

Except as disclosed on Schedule C:

(i)

all Tax Returns required to be filed with respect to each of the Companies have been filed and all such Tax Returns are true, complete and correct. No audit of any such Tax Return is currently in progress by any Governmental Authority and to the Knowledge of the Selling Stockholders, no such audits are pending or threatened;

(ii)

all Taxes due and owing with respect to any of the Companies (whether or not shown on any Tax Return) have been timely paid or are accrued and no Tax deficiencies are being proposed in writing by any Governmental Authority with respect to any of the Companies, and all deficiencies asserted, or assessments made, against any of the Companies as a result of any examinations by any Governmental Authority have been fully paid;

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(iii)

the Selling Stockholders have made available to UEC, in the Data Room, complete copies of all Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by any of the Companies since January 1, 2012;

(iv)

none of the Companies has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency;

(v)

there are no Encumbrances for Taxes on any of the assets of the Companies, or on any assets held by the Companies (other than Permitted Encumbrances);

(vi)

the Companies have not received any written claim made by any taxing authority in any jurisdiction where the Companies do not file Tax Returns that any Company is, or may be, subject to Tax by that jurisdiction;

(vii)

no private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Companies;

(kk)

Schedule C sets forth all foreign jurisdictions in which any of the Companies is subject to Tax, is engaged in business or has a permanent establishment;

(ll)

all amounts required to be withheld for taxes by the Companies from payments made to any present or former shareholders, officers, directors, non-resident creditors, employees, associates or consultants have been withheld and paid on a timely basis to the property Governmental Authority pursuant to applicable Law;

(mm)

the Company does not have any Intellectual Property other than commercially available licensed software;

(nn)

each of the Companies is using or holding the Company’s Intellectual Property of which it is not the sole beneficial and registered owner with the consent of or a licence from the owner of such Intellectual Property, all of which such consents or licences are in full force and effect and no material default exists on the part of any Company;

(oo)

since December 31, 2016, there has been no material adverse effect on the financial position or condition of the Companies or any damage, loss or other change in circumstances materially affecting the business or the AUC Assets, or the Companies’ right or capacity to carry on business in the ordinary course, and the Companies have not:

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(i)

paid, discharged or satisfied any Liability or discharged or satisfied any Encumbrance, other than current Liabilities disclosed in the Financial Statements and current Liabilities incurred in the ordinary course of business;

(ii)

incurred or assumed or guaranteed any Liability, obligation or expenditure of any nature, absolute or contingent, other than Liabilities incurred in the ordinary course of business and in an amount less than $300,000 in the aggregate;

(iii)

committed to make or perform any capital expenditures or maintenance or repair projects, except for capital expenditures or maintenance or repair projects incurred in the ordinary course of business with a value not greater than $300,000 in the aggregate;

(iv)

entered into any commitment or transaction not in the ordinary course of business (other than an equity issuance completed to existing shareholders of the Companies in January 2017); and

(v)

waived or surrendered any right of material value;

(pp)

Schedule G lists each of the following contracts and other agreements of AUC or of any Company on behalf of AUC, or to which AUC is beneficially entitled, subject to, by which it is otherwise bound or by which its assets are affected (the “ Material Contracts ”):

(i)

any service or supply of goods agreement, license agreement or technology agreement that requires, in accordance with its terms, payments in excess of $300,000 in any twelve-month period and which may not be cancelled on thirty (30) days’ prior notice or less;

(ii)

agreements with Selling Stockholders or any Affiliates of Selling Stockholders or any current officer or director of Selling Stockholders or AUC (other than agreements made in the ordinary course of business on terms generally available to similarly situated non-Affiliated parties);

(iii)

agreements that restrict the ability of AUC to engage in any line of business, including restriction on the ability of AUC to carry on mining, exploration or other activities in any location;

(iv)

agreements with any labor union or association representing any employee;

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(v)

agreements for the purchase or sale of any of the AUC Assets other than in the ordinary course of business and for consideration less than $300,000;

(vi)

agreements relating to any acquisition to be made on behalf of any Company of any operating business or the capital stock of any other Person, in each case for consideration in excess of $300,000;

(vii)

agreements relating to the incurrence of indebtedness, or the making of any loans, in each case involving amounts in excess of $300,000;

(viii)

any agreement that would prohibit or restrict the transactions contemplated by this Agreement or under which the transactions contemplated by this Agreement would constitute a breach;

(ix)

any joint venture agreements including, without limitation, any mine operating agreement; and

(x)

any agreements that have not been entered into in the ordinary course of business;

(qq)

none of the Companies is in breach of any provision or condition of, nor have they done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any Material Contract, material Permit, Environmental Permit to which it is a party, by which it is bound or from which it derives benefit, or any Law to which it is subject, other than such failures, omissions or breaches that would not have a material adverse effect on it, and to Selling Stockholders’ Knowledge, no other party to any Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, such Material Contract;

(rr)

no Company has received any notice of breach of or default under any such Material Contract that remains outstanding and no counterparty has alleged that any default exists that remains outstanding;

(ss)

complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to UEC in the Data Room;

(tt)

the execution, delivery and performance by Selling Stockholders of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Material Contract, except as set forth in Schedule G;

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(uu)

the Companies have no consulting or employment agreements, whether written or otherwise, except for those which are set forth in Schedule F;

(vv)

AUC is in material compliance with all applicable Laws pertaining to employment and employment practices;

(ww)

Schedule H is a true and complete list showing the name of each bank, trust company or similar institution in which the Companies have accounts or safety deposit boxes, the type of account, the names of all Persons authorized to draw therefrom or to have access thereto and the number of signatories required on each account;

(xx)

the Companies maintain insurance policies as described on Schedule C against loss on the AUC Assets, and against such risks, in such amounts and to such limits, as is in accordance with prudent business practices prevailing in its line of business and having regard to the location, age and character of the AUC Assets, and the Companies have complied in all material respects with all requirements of such insurance, including the prompt giving of any notice of any claim or possible claim thereunder, and all such insurance is with insurers which the Companies believe to be responsible;

(yy)

except as set forth in Schedule C, no payments of any kind have been made or authorized by or on behalf of the Companies to or on behalf of any Selling Stockholder or to or on behalf of any directors, officers, shareholders or employees of the Companies or under any management agreements with the Companies other than in the ordinary course of business;

(zz)

the Companies have not retained, employed or introduced any broker, finder or other Person who would be entitled to a brokerage commission or finder’s fee arising out of the transactions contemplated hereby;

(aaa)

except for those matters which are listed in Schedule G, the Companies do not have any contracts, agreements, undertakings or arrangements, whether oral, written or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, directors, officers, lawyers or others which cannot be terminated, without penalty, on no more than one month’s notice;

(bbb)

none of the Selling Stockholders, nor any directors, officers or employees of any of the Companies, are now indebted or under obligation to the Companies on any account whatsoever other than in the ordinary course of business;

(ccc)

no outstanding orders or directions have been served on the Companies relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Mineral Property Interests comprising the Reno Creek Project and the conduct of the operations related thereto, nor have any of the Companies received any notice of same;

(ddd)

Except as disclosed on Schedule C:

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(i)

the Companies are in compliance in all material respects with all Environmental Laws and have not received from any Person: (i) any Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to any Environmental Law, which in either case, remains pending or unresolved, or is the source of ongoing obligations or requirements;

(ii)

none of the Real Property or any real property formerly owned, operated or leased by any Company is listed on, or has been proposed for listing on, the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under CERCLA or any similar state list;

(iii)

to the Knowledge of the Selling Stockholders, there has been no Release of Hazardous Materials in contravention of Environmental Laws by any of the Companies or by any third parties on any Real Property currently or formerly owned, operated or leased by the Companies, and no Company has received an Environmental Notice that any Real Property currently or formerly owned, operated or leased (including soils, groundwater, surface water, buildings and other structure located on any such real property) or owned, operated or leased by any third party has been contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Laws or term of any Environmental Permit by, any of the Companies;

(iv)

with the exception of any septic tanks, fuel storage tanks and drilling mud pits necessary for the ordinary course of business operations for the Reno Creek Project and the Real Property, and except as disclosed in the Environmental Site Assessment Phase I Report dated April 2, 2015, prepared for AUC by BKS Environmental Associates, Inc., a true and correct copy of which was provided in the Dataroom, none of the Companies has installed, maintained or used any underground or surface storage tanks, pits, lagoons, waste disposal sites or urea formaldehyde foam insulation, asbestos or polychlorinated biphenyls located on or in any of the AUC Assets;

(v)

the Selling Stockholders have previously made available to UEC in the Data Room any and all material environmental reports, studies, audits, records, sampling data, site assessments and other similar documents with respect to the Reno Creek Project or the AUC Assets or any currently owned, operated or leased Real Property, which are in the possession or control of any of the Companies or the Selling Stockholders;

(vi)

since April 2, 2010, the Companies have not used any off-site Hazardous Materials treatment, storage, or disposal facilities or locations in any manner that could reasonably be expected to result in any Liability to the Companies; and

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(eee)

Schedule C sets forth a true and correct listing of all trade accounts payable and other operating expenses of AUC, including payroll and associated payroll expenses (the “ Trade Accounts Payable ”) as of no earlier than two business days prior to the Effective Date. All Trade Accounts Payable of AUC represent trade accounts payable for products and services purchased in the ordinary course of UAC’s business and at the Effective Date, and are no more than 30 days past their due date.

Article 4
WARRANTIES and REPRESENTATIONS BY UEC

4.1 Warranties and representations by UEC . In order to induce each of the Selling Stockholders to enter into and consummate this Agreement, UEC hereby represents and warrants to each of the Selling Stockholders, with the intent that each of the Selling Stockholders and the Companies shall rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that:

(a)

UEC is a corporation duly incorporated under the Laws of Nevada, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate Laws;

(b)

UEC has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on its respective business as presently conducted by it;

(c)

UEC is qualified to do business in those jurisdictions where it is necessary to fulfill its obligations under this Agreement, and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby and the performance by UEC of its obligations under this Agreement and the agreements contemplated hereby, has been duly authorized by all necessary corporate action on the part of UEC;

(e)

there are no other material consents, approvals or conditions precedent to UEC’s signing of this Agreement that have not been obtained;

(f)

this Agreement constitutes a legal, valid and binding obligation of UEC enforceable against UEC in accordance with its terms, except as enforcement may be limited by Laws of general application affecting the rights of creditors;

(g)

no proceedings are pending for, and UEC is unaware of, any basis for the institution of any proceedings leading to the dissolution or winding up of UEC or the placing of UEC in bankruptcy or subject to any other Laws governing the affairs of insolvent companies;

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(h)

the authorized capital of UEC consists of 750,000,000 shares of Common Stock, of which, according to the records of UEC, an aggregate of 138,171,985 common shares of UEC are issued and outstanding, fully paid and non-assessable, as at the Effective Date hereof;

(i)

all of the issued and outstanding shares of UEC are listed and posted for trading on NYSE MKT and UEC is not in material default of any of its listing requirements of NYSE MKT or any rules or policies of the Commission;

(j)

except as set forth in Schedule I: (i) UEC has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act, the 1934 Act and the B.C. Securities Act (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ Public Disclosure ”); (ii) all such reports, schedules, forms, statements and other documents were filed on a timely basis in all material respects in accordance with those requirements and as of their respective dates; (iii) the Public Disclosure complied in all material respects with the requirements of the Securities Act, the 1934 Act and the B.C. Securities Act; and (iv) none of the Public Disclosure, when filed: (A) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (B) contained a misrepresentation (as defined in the B.C. Securities Act);

(k)

upon issuance on the Closing Date, the Acquisition Shares will be issued as fully paid and non-assessable shares in the capital of UEC, free and clear of all actual or threatened Encumbrances, other than hold periods or other restrictions imposed under applicable securities legislation and the voting and resale restrictions imposed under section 2.3 hereinabove;

(l)

upon issuance on the Closing Date, the certificates representing the Acquisition Warrants will constitute legal, valid and binding obligation of UEC, enforceable against UEC in accordance with their terms, except as enforcement may be limited by Laws of general application affecting the rights of creditors;

(m)

on the Closing Date, UEC shall have reserved for issuance all of the Warrant Shares that are issuable upon the exercise of the Acquisition Warrants in accordance with section 2.2 hereinabove and, upon payment of the exercise price for the Warrant Shares, all such Warrant Shares will be issued as fully paid and non-assessable shares in the capital of UEC, free and clear of all actual or threatened Encumbrances, other than hold periods or other restrictions imposed under applicable securities legislation and the voting and resale restrictions imposed under section 2.3 hereinabove;

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(n)

there are no Actions pending or, to the knowledge of UEC, threatened, which may affect, without limitation, the ability of UEC to issue the Acquisition Shares or Acquisition Warrants or that would have a material adverse effect on UEC, whether at law or in equity, or before or by any Governmental Authority, and without limiting the generality of the foregoing, there are no claims or potential claims or Actions leading to the dissolution or winding up, or the placing of UEC in bankruptcy or subject to any other Laws governing the affairs of insolvent companies or Persons, nor is UEC aware of any existing ground on which any of the above described Actions might be commenced with any reasonable likelihood of success;

(o)

UEC is in compliance in all material respects with all Laws to which it is subject or which apply to it;

(p)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and shall not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of the constating documents of UEC; or

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any Law or Governmental Authority to which UEC is subject, or constitute or result in a default under any agreement, contract or commitment to which UEC is a party;

(q)

UEC and its subsidiaries have good and marketable title to all real property owned by them that is material to the business of UEC and its subsidiaries and good and marketable title in all personal property owned by them that is material to the business of UEC and its subsidiaries, in each case free and clear of all Encumbrances, except for Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by UEC and its subsidiaries and Encumbrances for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. The Palangana Mine, the Hobson Processing Facility, the Goliad Project and the Burke Hollow Project, each as described in the Public Disclosure (collectively, the “ Material Properties ”) are the only resource properties currently material to UEC in which UEC and its subsidiaries have an interest; UEC or its subsidiaries, hold either freehold title, mining leases, mining concessions, mining claims, Permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which UEC or its subsidiaries has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings, sufficient to permit UEC or its subsidiaries to explore for and exploit the minerals relating thereto; all leases or claims and Permits relating to the Material Properties in which UEC or its subsidiaries has an interest or right have been validly located and recorded in accordance with all applicable Laws and are valid and subsisting; except as disclosed in the Public Disclosure, UEC and its subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property in which UEC or its subsidiaries has an interest granting UEC or its subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development and production purposes as are appropriate in view of the rights and interest therein of UEC or its subsidiaries, with only such exceptions as do not materially interfere with the current use made by UEC or its subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all respects in the name of the Company or the applicable Subsidiary; and UEC has the unilateral right to extend the primary terms of such mineral leases, options, surface use agreements by paying lease rentals as prescribed in such agreements;

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(r)

The financial statements of UEC included in the Public Disclosure comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission and applicable Canadian securities commissions, where applicable, with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ US GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by US GAAP, and fairly present in all material respects the financial position of UEC and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments;

(s)

UEC and its subsidiaries are in compliance in all material respects with applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the Effective Date, and applicable rules and regulations promulgated by the Commission thereunder that are effective as of the Effective Date and are in compliance in all material respects with all applicable Canadian securities Laws. UEC and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. UEC and its subsidiaries have established disclosure controls and procedures (as defined in the Exchange Act rules 13a-15(e) and 15d-15(e)) for UEC and its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by UEC in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. UEC’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of UEC and its subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). UEC presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of UEC and its subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of UEC and its subsidiaries;

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(t)

UEC is not, and is not an Affiliate of, an “investment company” within the meaning of the United States Investment Company Act of 1940 , as amended. UEC shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940 , as amended;

(u)

the Material Properties are the only mineral projects on properties material to UEC that are subject to the requirements of National Instrument 43-101 of the Canadian Securities Regulators (“ NI 43-101 ”) and are: (i) to the extent required by NI 43-101, completely and accurately described in the Public Disclosure; (ii) the mineral resources and mineral reserves for the Material Project as set forth in the Public Disclosure, were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101; (iii) the scientific and technical information contained in the Public Disclosure has been disclosed in all material respects in accordance with NI 43-101 and has been prepared by or under the supervision of a qualified Person, as defined in NI 43- 101; (iv) the technical reports relating to the Material Projects filed on SEDAR have been prepared in all material respects in accordance with NI 43-101 and, to the best of UEC’s knowledge, there have been no material changes to such information since the date of delivery or preparation thereof except as disclosed in the Public Disclosure; (v) UEC has duly filed in compliance with applicable Canadian securities Laws all technical reports required by NI 43-101 and such applicable Laws and all such reports comply in all material respects with the requirements of NI 43-101 and applicable Canadian securities Laws; and (vi) UEC has otherwise complied in all material respects with NI 43-101.

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(v)

To the knowledge of UEC, after due inquiry of its executive officers, except in compliance with Environmental Laws: (i) there is no Hazardous Materials contamination present at any property of UEC or as a result of its operations that requires remediation or other action or would reasonably be expected to result in liability, except where failure to remediate or take such other action would not have a material adverse effect on UEC; (ii) UEC is not subject to any stop orders, control orders, clean-up orders or reclamation orders or requirements under applicable Environmental Laws, any of which would individually or in the aggregate have a material adverse effect on UEC; (iii) the business and operations of UEC and its subsidiaries are being conducted in compliance in all material respects with all applicable Environmental Laws; and (iv UEC is not aware of, or subject to: (A) any proceeding, application, order or directive under Environmental Laws that may require any material work, repairs, construction, or expenditures; or (B) any written demand or notice with respect to the breach of any Environmental Laws applicable to UEC or any of its subsidiaries, including any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Materials, which would individually or in the aggregate reasonably be expected to have a material adverse effect on UEC; and

(w)

UEC has no knowledge, after inquiry of its executive officers, of any fact or circumstance which would constitute a breach by any Selling Stockholder of such Selling Stockholder’s representations and warranties.

Article 5
Covenants

5.1 Actions to Satisfy Closing Conditions . Each of the Parties shall take commercially reasonable efforts to ensure satisfaction of each of the conditions set forth in Article 6.

5.2 Conduct of Business Prior to Closing .

(a)

Until the Closing Date, the Selling Stockholders shall cause the Companies: (A) except as otherwise contemplated or permitted by this Agreement, to conduct their respective business in the ordinary course, consistent with past practice, and, in each case, in accordance with applicable Law and, to the extent possible, in a manner consistent with this Agreement; and (B) to not, without the prior written consent of UEC, enter into any material transaction or incur any material Liability outside of the ordinary course of their respective businesses, consistent with past practice, or so as to cause one or more of the conditions precedent for the benefit of UEC set out in Article 6 to not be satisfied. Without limiting the foregoing, other than the Approved Distribution, none of the Companies has committed, and prior to the Closing Date shall not make or commit itself, without the written consent of UEC, to:

(i)

redeem or acquire any shares in its share capital;

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(ii)

declare or pay any dividend;

(iii)

make any reduction in or otherwise make any payment on account of its paid-up capital;

(iv)

effect any subdivision, consolidation or reclassification of its share capital;

(v)

acquire or have the use of any property from a Person with whom it was not dealing with at arm’s length;

(vi)

dispose of anything to a Person with whom it was not dealing with at arm’s length for proceeds less than the fair market value thereof; or

(vii)

make, commit or confer upon, or pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the normal course of its business.

(b)

Until the Closing Date, UEC shall, except as otherwise contemplated or permitted by this Agreement, conduct its business in the ordinary course, consistent with past practice, and in accordance with applicable Law and, to the extent possible, in a manner consistent with this Agreement and not, without the prior written consent of the Selling Stockholders, enter into any transaction which would cause one or more of the conditions precedent for the benefit of the Selling Stockholders set out in Article 6 to not be satisfied.

(c)

Until the Closing Date, however, subject to the following, UEC shall be prohibited from effecting or entering into an agreement to effect any issuance by UEC of Common Stock or Common Stock Equivalents (or a combination of units thereof) at an issuance or deemed effective issuance price below the Deemed Issuance Price per Acquisition Share herein. Any such UEC issuance shall include, without limitation, any variable rate transaction (a “ Variable Rate Transaction ”), which means a transaction in which UEC: (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of UEC or the market for the Common Stock; or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby UEC may issue securities at a future determined price.

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Notwithstanding the foregoing, this section 5.2(c) shall not apply in respect of an Exempt Issuance or the pending issuance by UEC at its market price from time to time prior to Closing Date of not greater than 750,000 restricted (not to be registered for resale) shares of Common Stock pursuant to a pending settlement with existing acquisition and service creditors of UEC, except that no Variable Rate Transaction shall be an Exempt Issuance.

(d)

Until the Closing Date, AUC shall, except as otherwise contemplated or permitted by this Agreement: (i) cause each of the Real Property and Water Rights owned, held or hereafter acquired by or for AUC and necessary or appropriate to the operation of a mine or mines upon the Real Property to be kept in full force and effect by the payment of whatever sums may become payable and by the fulfillment of whatever other obligations, and the performance of whatever other acts may be required to the end that forfeiture or termination of each such interest shall be prevented unless the termination, forfeiture or other relinquishment of the interest is authorized by any operating plan or plan of operations then in effect thereunder; (ii) conduct all drilling, mining, exploratory work and related operations and activities in accordance with applicable federal, state and local laws and good and minerlike practice; (iii) maintain AUC as the sole owner of, and retain exclusive possession of, all Real Property, free and clear of all liens, subject, in the case of unpatented mining and millsite claims, only to the paramount title of the United States and Permitted Liens, and with respect to the property subject to the leases, surface use agreements and access agreements, the respective lessors and owners; (iv) timely pay all required federal claim maintenance fees, and timely record and file in the appropriate county and federal offices adequate affidavits and notices of timely payment of such fees, and amend, relocate, and locate new mining claims with respect to those unpatented mining claims as reasonably necessary to protect AUC’s interest in the Real Property; and (v) timely make all payments and perform all obligations to prevent the forfeiture or termination of any portion of the Real Property. AUC shall not abandon all or any portion of the Real Property or forfeit, surrender or release any lease, sublease, operating agreement or other agreement or instrument comprising or affecting the Real Property without UEC’s consent.

5.3 Key Regulatory Approvals .

(a)

The Pacific Road Funds shall cause the Companies to use commercially reasonable efforts to prepare, file and diligently pursue until received the Key Regulatory Approvals required to be obtained by the Pacific Road Funds. The Pacific Road Funds shall keep UEC reasonably informed regarding the status of such approvals, and UEC, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which input will be considered by the Pacific Road Funds, acting reasonably. UEC covenants that it shall cooperate with the Pacific Road Funds with respect to such Key Regulatory Approvals.

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(b)

UEC shall use commercially reasonable efforts to prepare, file and diligently pursue until received the Key Regulatory Approvals required to be obtained by UEC and including, without limitation, the NRC Approval. UEC shall keep the Pacific Road Funds reasonably informed regarding the status of such approvals, and the Pacific Road Funds, its representatives and counsel shall have the right to provide input into any applications for approval and related correspondence, which input will be considered by UEC, acting reasonably. The Pacific Road Funds covenant that they shall cooperate with UEC with respect to such Key Regulatory Approvals.

5.4 Approved Distribution . The Pacific Road Funds shall cause the Companies and AUC, as applicable, to complete one or more upstream distributions (for each such entity, either as a dividend or as a return on capital) that result in a distribution to the shareholders of RCHI (either as a dividend or as a return on capital) of no greater than $2,000,000 (the “ Approved Distribution ”) prior to the Closing.

5.5 Company Records . Upon Closing, the Pacific Road Funds shall deliver, or cause the Companies to deliver to or at the direction of UEC, all corporate records and books of account of the Companies and including, without limiting the generality of the foregoing, a copy of all minute books, share register books and share certificate books of the Companies.

5.6 Access .

(a)

The Companies shall, through the Closing Date, upon reasonable notice and during normal business hours:

(i)

make available in the Data Room for inspection by the counsel, auditors and representatives of UEC, all of the Companies’ respective books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of UEC;

(ii)

authorize and permit such Persons at the risk and the sole cost of UEC, and only if such Persons do not unduly interfere in the operations of the Companies, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require the Companies’ management personnel to respond to all reasonable inquiries concerning the business, Liabilities, assets, and the conduct of its business.

(b)

UEC shall, for a period of at least five business days prior to the Closing Date, upon reasonable notice and during normal business hours:

(i)

make available for inspection by the counsel, auditors and representatives of the Pacific Road Funds and the Companies, at such location as is appropriate, all of UEC’s books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided such Persons do not unduly interfere in the operations of UEC;

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(ii)

authorize and permit such Persons at the risk and the sole cost of the Pacific Road Funds and the Companies, and only if such Persons do not unduly interfere in the operations of UEC, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require UEC’s management personnel to respond to all reasonable inquiries concerning UEC’s business assets or the conduct of its business relating to its Liabilities and obligations.

5.7 Notice . The Selling Stockholders shall notify UEC, and UEC shall notify the Selling Stockholders, promptly and in writing, upon any representation or warranty made by it contained in this Agreement becoming incorrect prior to Closing, or of any breach by it of any covenant prior to the Closing. Any such written notice shall set out particulars of the untrue or incorrect representation or warranty, or breached covenant, and details of any actions being taken by the Selling Stockholders or UEC, as the case may be, to rectify the incorrectness. No such notice, or the Closing of the transaction contemplated by this Agreement notwithstanding such notice, will relieve a Party of any right, remedy or obligation provided for in this Agreement.

5.8 Books and Records . In order to facilitate the resolution of any claims made against or incurred by the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, Selling Stockholders shall use commercially reasonable efforts to: (i) in accordance with their records retention policies, retain, preserve and maintain and cause their Affiliates to retain, preserve and maintain all books and records (whether or not recorded on computer or computer related media) all books and records (including personnel files) and financial information of Selling Stockholder that relate to the Companies for periods prior to the Closing; and (ii) upon reasonable notice, afford the Representatives of UEC reasonable access (including the right to make, at UEC’s expense, photocopies), during normal business hours, to such books and records and financial information, it being agreed that this covenant shall not require any Selling Stockholder to preserve its existence.

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5.9 Tax Cooperation . The Parties shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. UEC shall cause the Companies to duly and timely make or prepare all Tax Returns required to be made or prepared by it and to duly and timely file all Tax Returns required to be filed by it for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date, provided that the filing deadline is more than 30 business days after the Closing Date; provided that, for any Tax Returns for any period which ends on or before the Closing Date that are due within 30 business days after the Closing Date, the Selling Stockholders shall prepare, and UEC shall cause the Companies to duly and timely file all such Tax Returns. UEC shall also cause the Companies to duly and timely make or prepare all Tax Returns required to be made or prepared by it and to duly and timely file all Tax Returns required to be filed by it for periods beginning before and ending after the Closing Date. UEC, with respect to the above Tax Returns required to be prepared by the Selling Stockholders, and the Selling Stockholders with respect to the above Tax Returns required to be prepared by the Selling Stockholders, shall have a right to review, 30 days prior to the applicable filing deadline, any Tax Returns of the Companies prepared by the other party as described above, and to comment on such Tax Returns, no later than fifteen days after being provided with drafts by the other party, and each of UEC and the Selling Stockholders, respectively agree, acting reasonably, to consider whether to make any changes to such Tax Returns requested by the other party(acting reasonably). Such cooperation and information shall include, but not be limited to, providing copies of relevant Tax Returns or portions thereof, together with related work papers, schedules and all material documents relating to rulings or other determinations by the applicable Governmental Authorities and any forms, certificates and other information related to applicable tax treaty compliance and qualifying for applicable tax treaty benefits. The Parties shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this section 5.9. To the extent in their possession, each of Selling Stockholders and UEC shall retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Companies for any taxable period that includes the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions; or (ii) six years following the due date (without extension) for such Tax Returns. Any information obtained under this section 5.9 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. The Selling Stockholders and UEC further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

5.10 Pre-Closing Expense Reimbursement . The Selling Stockholders agree to cause AUC to issue to UEC, on a monthly basis following the Effective Date, an invoice in respect of all expenses incurred by AUC following the Effective Date (collectively, the “ Reimbursable Expenses ”), including all fees, costs and expenses incurred by AUC in the ordinary course of business, consistent with past practice, including all Trade Accounts Payable, payroll expenses, benefits expenses, operating costs, capital expenses, Permit fees and expenses and lease costs, other than: (i) any fees, costs and expenses relating to any indebtedness for borrowed money; (ii) any Transaction Fees of any of the Companies or the Selling Stockholders; and (iii) any Tax liabilities of the Companies or any Selling Stockholders. On the Closing Date, UEC shall reimburse AUC for all such Reimbursable Expenses. AUC shall provide UEC with access to its books and records and make available for inspection or provide copies of all third party invoices and other evidence of the incurrence of all invoiced Reimbursable Expenses.

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5.11 Exercise of BHI Drag . Prior to May 31, 2017, the Pacific Road Funds shall provide notice to BHI of the exercise their rights under Section 5.8 of the Shareholders Agreement and use commercially reasonable efforts to cause BHI to take all actions required by Section 5.8(b) of the Shareholders Agreement and, specifically, to execute the counterpart signature page to this Agreement attached hereto as Schedule D (the “ BHI Counterpart Signature Page ”). If BHI has not executed and delivered to UEC the BHI Counterpart Signature Page by May 31, 2017, the Pacific Road Funds shall: (i) exercise their rights as attorney-in-fact for BHI pursuant to Section 5.8(d) of the Shareholders Agreement, and shall execute and deliver to UEC, for and on behalf of BHI, the BHI Counterpart Signature page; and (ii) use commercially reasonable efforts take all other actions necessary to secure BHI’s obligations under this Agreement and Section 5.8 of the Shareholders Agreement.

5.12 Title Curative Actions . Prior to the Closing, Selling Stockholders shall take the actions set forth on Schedule O, Part A and Part B to the satisfaction of UEC.

Article 6
CONDITIONS PRECEDENT TO CLOSING

6.1 Parties’ conditions precedent . The obligations of the Parties to complete the purchase of the Purchased Shares under this Agreement are subject to the satisfaction of, or compliance with, at or before the time of Closing:

(a)

the Key Regulatory Approvals shall have been obtained; and

(b)

no action or proceeding at law or in equity shall be pending by any Governmental Authority or Person to enjoin or prohibit the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Selling Stockholders to dispose of any of the Purchased Shares.

6.2 Parties’ waiver of conditions precedent . The conditions precedent set forth in section 6.1 hereinabove are for the exclusive benefit of each of the Parties hereto and may be waived by each or any of the Parties in writing and in whole or in part at any time on or prior to the Closing Date.

6.3 Selling Stockholders’ conditions precedent . The obligations of the Selling Stockholders to complete the sale of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, each of the following conditions precedent:

(a)

all of the representations and warranties of UEC made in or pursuant to this Agreement shall be true and correct as at the time of Closing, except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, and extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on UEC (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and warranties), and the Selling Stockholders shall have received a certificate from a senior officer of UEC confirming to his or her knowledge (after due inquiry), and without personal liability, the truth and correctness of such representations and warranties;

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(b)

UEC shall have performed or complied with, in all material respects, all its obligations and covenants under this Agreement to be performed by it prior to Closing, and the Selling Stockholders shall have received a certificate from a senior officer of UEC confirming to his or her knowledge (after due inquiry), and without personal liability, such performance or compliance, as the case may be;

(c)

UEC shall have complied with all applicable securities Laws in connection with the issuance of the Shares to the Selling Stockholders on or before the Closing Date;

(d)

at the time of Closing, Amir Adnani shall be the Chief Executive Officer of UEC;

(e)

the PR Pre-Closing Reorganization shall have been completed; and

(f)

the Approved Distribution shall have been completed.

6.4 Selling Stockholders’ waiver of conditions precedent . The conditions precedent set forth in section 6.3 hereinabove are for the exclusive benefit of each of the Selling Stockholders and the Companies and may be waived by any one of the Pacific Road Funds (on behalf of all Selling Stockholders) in writing, and in whole or in part, at any time after the Effective Date and prior to the Closing Date.

6.5 UEC’s conditions precedent . The obligations of UEC to complete the purchase of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, each of the following conditions precedent:

(a)

all of the representations and warranties of the Selling Stockholders made in or pursuant to this Agreement shall be true and correct as at the time of Closing, except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement (including, for certainty, the PR Pre-Closing Reorganization), and except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on the Companies (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and warranties), and UEC shall have received a certificate from a senior officer of each Selling Stockholder confirming to his or her Knowledge, and without personal liability, the truth and correctness of such representations and warranties;

(b)

the Selling Stockholders shall have performed or complied with, in all material respects, all their respective obligations and covenants under this Agreement to be performed by it prior to Closing, and UEC shall have received a certificate from a senior officer of each Selling Stockholder confirming to his or her Knowledge, and without personal liability, such performance or compliance, as the case may be;

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(c)

the Approved Distribution shall have been completed and UEC shall have received evidence satisfactory to it that, following such Approved Distribution, the Companies shall have a positive net working capital position after consideration of any other financial obligations that may arise as a result of the Transaction; and

(d)

UEC shall have received the executed BHI Counterpart Signature Page.

6.6 UEC’s waiver of conditions precedent . The conditions precedent set forth in section 6.5 hereinabove are for the exclusive benefit of UEC and may be waived by UEC in writing, and in whole or in part, at any after the Effective Date and prior to the Closing Date.

Article 7
CLOSING AND EVENTS OF CLOSING

7.1 Closing and Closing Date . The closing (the “ Closing ”) of the purchase and sale of the Purchased Shares, as contemplated in the manner as set forth in Article 2 hereinabove, together with all of the transactions contemplated by this Agreement, shall occur on such day which is five calendar days following the receipt of the NRC Approval (the “ Closing Date ”), or on such earlier or later Closing Date as may be agreed to in advance and in writing by each of the Parties hereto, and shall be closed, in each such instance, at the offices of McMillan LLP, Lawyers – Patent & Trade Mark Agents, located at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7, at 2:00 p.m. (Vancouver time) on the Closing Date.

7.2 Documents to be delivered by the Selling Stockholders at the Closing . On the Closing Date, and in addition to the documentation which is required by this Agreement and conditions precedent which are set forth hereinabove, the Selling Stockholders shall also execute and deliver, or cause to be delivered, to UEC the following materials:

(a)

the certificates contemplated by section 6.5(a) and 6.5(b);

(b)

a certified copy of resolutions of each of the Selling Stockholders approving the terms and conditions of this Agreement and the transactions contemplated hereby;

(c)

certificate(s) representing the Purchased Shares registered in the name of the Selling Stockholders duly endorsed for transfer to UEC or accompanied by irrevocable stock powers transferring the Purchased Shares to UEC;

(d)

a certificate representing the Purchased Shares registered in the name of UEC; and

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(e)

a certified copy of the resolutions of the Board of Directors of RCHI authorizing the transfer by the Selling Stockholders to UEC of the Purchased Shares.

7.3 Documents to be delivered by UEC prior to the Closing Date . On the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, UEC shall also execute and deliver, or cause to be delivered, to the Selling Stockholders the following materials:

(a)

the certificates contemplated by section 6.3(a) and 6.3(b);

(b)

a certified copy of the resolutions of the directors of UEC providing for the approval of all of the transactions contemplated hereby;

(c)

certificates representing the Acquisition Shares and Acquisition Warrants issued and registered in the names of the Selling Stockholders as notified by the Selling Stockholders to UEC prior to Closing in accordance with sections 2.2 and 2.3 hereinabove;

(d)

the NPI Royalty and related property documentation to register the NPI Royalty on title to the Reno Creek Project, such documentation to be in form and substance set forth in Schedule K attached hereto; and

(e)

the Registration Rights Agreement.

Article 8
CONFIDENTIALITY

8.1 Public announcements . The Parties shall jointly plan and co-ordinate any public notices, press releases, and any other publicity concerning the transactions contemplated by this Agreement and no Party shall act in this regard without the prior approval of the other, such approval not to be unreasonably withheld, unless such disclosure is required to meet timely disclosure obligations of any Party under Laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable and a copy of such disclosure is provided to the other Party at such time as it is made available to the regulatory authority.

8.2 Confidential Information . Each Party hereto acknowledges that any and all information which a Party may obtain from, or have disclosed to it, about the other Parties constitutes valuable trade secrets and proprietary confidential information of the other Parties (collectively, the “ Confidential Information ”). No such Confidential Information shall be published by any Party without the prior written consent of the other Parties hereto, however, such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation Laws. Furthermore, each Party hereto undertakes not to disclose the Confidential Information to any third party without the prior written approval of the other Parties and to ensure that any third party to which the Confidential Information is disclosed shall execute an agreement and undertaking on the same terms as contained herein.

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8.3 Impact of breach of confidentiality . The Parties hereto acknowledge that the Confidential Information is important to the respective businesses of each of the Parties and that, in the event of disclosure of the Confidential Information, except as authorized hereunder, the damage to each of the Parties hereto, or to either of them, may be irreparable. For the purposes of the foregoing sections the Parties recognize and hereby agree that a breach by any of the Parties of any of the covenants therein contained would result in irreparable harm and significant damage to each of the other Parties that would not be adequately compensated for by monetary award. Accordingly, the Parties agree that in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, any such Party shall also be liable to the other Parties, as liquidated damages, for an amount equal to the amount received and earned by such Party as a result of and with respect to any such breach. The Parties also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, the Parties agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of the respective businesses of each of the Parties and are reasonable and valid, and all defenses to the strict enforcement thereof by either of the Parties are hereby waived by the other Parties.

8.4 Termination of Confidentiality Agreement. The Parties agree that the Confidentiality Agreement is terminated and of no further force or effect.

Article 9
ASSIGNMENT AND VARIATIONS

9.1 Assignment . Except as provided herein, no Party hereto may sell, assign, pledge or mortgage or otherwise encumber all or any part of its respective interest herein without the prior written consent all of the other Parties hereto, except that the Pacific Road Funds may, from time to time, assign any and all rights and obligations under this Agreement to a Pacific Road Entity in connection with the PR Pre-Closing Reorganization and, upon any such assignment, the assigning Pacific Road Fund shall be relieved of any and all obligations under this Agreement.

9.2 Amendment . This Agreement and any provision thereof may only be amended in writing and only by duly authorized signatories of each of the respective Parties hereto.

Article 10
ARBITRATION

10.1 Matters for Arbitration . The Parties hereto agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof.

10.2 Notice . It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisions hereof that any Party intending to refer any matter to arbitration shall have given not less than five calendar days’ prior written notice of its intention to do so to the other Parties together with particulars of the matter in dispute. On the expiration of such five calendar days the Party who gave such notice may proceed to refer the dispute to arbitration as provided in section 10.3 hereinbelow.

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10.3 Appointments . The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Parties of such appointment, and the other Parties shall, within five calendar days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five calendar days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairman of the arbitration herein provided for. If the other Parties shall fail to appoint an arbitrator within five calendar days after receiving notice of the appointment of the first arbitrator, or if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Arbitration Act. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Arbitration Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, Canada, for the purpose of hearing the evidence and representations of the Parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Arbitration Act or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award.

10.4 Award . The Parties hereto agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

Article 11
TERMINATION

11.1 Termination . This Agreement may be terminated at any time:

(a)

by agreement in writing by each of UEC and any Pacific Road Fund (which Pacific Road Fund has the full right and authority to act for all Selling Stockholders hereunder, and each reference in this section 11.1 to an action by any single Pacific Road Fund shall be deemed to be the action of all Selling Stockholders);

(b)

by UEC and any Pacific Road Fund, if the Closing has not occurred on or before July 31, 2017 (the “ Outside Date ”) unless otherwise extended by mutual agreement of all Parties; provided that if the NRC Approval has not been obtained, then either UEC or any Pacific Road Fund may elect, upon written Notice to the other Parties from time to time (in minimum increments of 15 days), to extend the Outside Date to a date no later than October 31, 2017; and provided further that neither UEC or any Pacific Road Fund may terminate this Agreement under this section 11.1(b) if UEC (in the case of UEC exercising the termination right) or the Selling Stockholders (in the case of any Pacific Road Fund exercising the termination right) is in material breach of this Agreement so as to cause or result in the failure of the Closing to occur by the Outside Date;

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(c)

by UEC if any of the conditions in Article 6 in its favour are incapable of being satisfied on or before the Outside Date and UEC has not waived such condition at or prior to the time of Closing; provided that UEC may not terminate this Agreement under this section 11.1(c) to the extent that such conditions have not been satisfied as a result of the failure of UEC to perform any one or more of its obligations or covenants under this Agreement that are to be performed at or prior to the Closing; or

(d)

by a Pacific Road Fund if any of the conditions in Article 6 in the favour of the Selling Stockholders are incapable of being satisfied on or before the Outside Date and a Pacific Road Fund has not waived such condition at or prior to the time of Closing; provided that no Pacific Road Fund may terminate this Agreement under this section 11.1(d) to the extent that such conditions have not been satisfied as a result of the failure of any Selling Stockholder to perform any one or more of its obligations or covenants under this Agreement that are to be performed at or prior to the Closing;

and in such event, this Agreement shall be terminated and be of no further force and effect other than the obligations under Article 8, Article 10, Article 12 and Article 14 herein.

Article 12
Indemnification

12.1 Survival . Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until December 15, 2017 (except that any bona fide claims asserted in writing in good faith, with reasonably specificity (to the extent known at such time) prior to December 15, 2017 shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved). Covenants shall survive the Closing.

12.2 Selling Stockholders’ Indemnification . Subject to the other terms and conditions of this Article 12, the Selling Stockholders shall severally, and not jointly and severally, indemnify UEC, the Companies, and the respective Affiliates of UEC and the Companies against, and shall hold UEC, the Companies, and the respective Affiliates of UEC and the Companies harmless from and against, any and all Losses incurred or sustained by, or imposed upon, UEC, the Companies, and the respective Affiliates of UEC and the Companies, based upon, arising out of, with respect to or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of the Selling Stockholders contained in Article 3; or

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Selling Stockholders or their Affiliates pursuant to this Agreement.

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12.3 UEC’s Indemnification . Subject to the other terms and conditions of this Article 12, UEC shall indemnify the Selling Stockholders and their respective Affiliates against, and shall hold Selling Stockholders and their respective Affiliates harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Selling Stockholders and their respective Affiliates, based upon, arising out of, with respect to or by reason of:

(a)

any inaccuracy in or breach of any of the representations or warranties of UEC contained in this Agreement; or

(b)

any breach or non-fulfillment of any covenant, agreement or obligation to be performed by UEC pursuant to this Agreement.

12.4 Limitations . The indemnifications provided for in this Article 12 shall be subject to the following provisions:

(a)

The Selling Stockholders shall not be liable for indemnification under this Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.2 exceeds US$200,000 (the “ Deductible Amount ”), in which event the Selling Stockholders shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, the Selling Stockholders shall not be required to pay any amount with respect to any individual Loss of less than US$10,000 (the “ De Minimis Amount ”). The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Selling Stockholders or their Affiliates pursuant to this Agreement;

(b)

UEC shall not be liable for indemnification under this Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.3 exceeds the Deductible Amount, in which event UEC shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, UEC shall not be required to pay any amount with respect to any individual Loss of less than the De Minimis Amount. The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any breach of any UEC Fundamental Representation or non-fulfillment of any covenant, agreement or obligation to be performed by UEC pursuant to this Agreement;

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(c)

The aggregate amount of all Losses for which the Selling Stockholders shall be liable pursuant to:

(i)

section 12.2(a) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Fundamental Representations) shall not exceed US$4,000,000, provided that the Selling Stockholders may satisfy in full (and without further recourse) any obligations arising under section 12.2(a) by delivery to UEC of: (1) cash; (2) up to 2,844,950 Acquisition Shares, valued as of the date written notice of a Third Party Claim or a Direct Claim is given by the Indemnified Party pursuant to Section 12.9 (and for clarification, if the value as of the date written notice is provided is greater than the Deemed Issuance Price per Acquisition Share, proportionately fewer Acquisition Shares would need to be delivered in satisfaction of the Selling Stockholders’ indemnification obligations); or (3) any combination thereof; provided, that, for certainty, notwithstanding the deemed value of the Acquisition Shares in (2) above, where the Selling Stockholders have delivered an aggregate of 2,844,950 Acquisition Shares in satisfaction of obligations arising under section 12.2(a), the Selling Stockholders shall have no further liability in respect of such obligations; and

(ii)

section 12.2(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Fundamental Representations, and section 12.2(b), shall not exceed a dollar amount (the “ Fundamental Cap ”) equal to the aggregate Acquisition Consideration held by the Selling Stockholders as of the date written notice of a Third Party Claim or a Direct Claim is given by the Indemnified Party pursuant to Section 12.9 (the “ Held Acquisition Consideration ”), it being understood that the Selling Stockholders may satisfy in full any obligations under section 12.2(a), and section 12.2(b) by delivery to UEC of any combination of the following, up to the value of the Fundamental Cap: (1) cash; or (2) the Held Acquisition Consideration (with Acquisition Consideration being delivered in fulfillment of this obligation in the following order: first, Acquisition Shares, second, Acquisition Warrants, and third, the NPI Royalty).

(d)

The aggregate amount of all Losses for which UEC shall be liable pursuant to:

(i)

section 12.3(a) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the UEC Fundamental Representations) shall not exceed US$4,000,000; and

(ii)

section 12.3(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the UEC Fundamental Representations and 12.3(b) shall not exceed the Fundamental Cap.

Notwithstanding the foregoing, the Deductible and the limitations on liability set forth in this section 12.4 shall not be applicable in respect of claims for Losses based upon, arising out of, with respect to or by reason of any claim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misconduct, intentional misrepresentation or fraud by the Indemnifying Party (and no such claim shall be counted towards the Deductible of such Party, as applicable).

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12.5 Insurance . Payments by an Indemnifying Party in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim, including, for certainty, insurance maintained by the Companies (and, in particular, the Environmental Impairment Liability insurance with Admiral Insurance Company maintained by AUC), but not any insurance proceeds that may be available to an Indemnified Party from representations and warranty insurance acquired by such Indemnified Party.

12.6 Mitigation of Losses . Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

12.7 Adjustments to Purchase Price . All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

12.8 Exclusive Remedy . The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation or warranty or covenant set forth herein (other than claims arising from intentional misconduct, intentional misrepresentation, or fraud) shall be pursuant to the indemnification provisions set forth in this Article 12. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty or covenant set forth herein it may have against the other Parties hereto and their Affiliates and each of their respective Representatives, arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 12. Nothing in this section 12.8 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to this Agreement.

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12.9 Indemnification Procedures .

(a)

Third-Party Claims . If any indemnified Party (an “ Indemnified Party ”) receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third-Party Claim ”) against such Indemnified Party with respect to which the indemnifying Party (the “ Indemnifying Party ”) is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to section 12.9(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, and the fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party: (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defence of such Third Party Claim, the Indemnified Party may, subject to section 12.9(b) , pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of section 5.8) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

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(b)

Settlement of Third-Party Claims . Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this section 12.9(b) . If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to section 12.9(b) , it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(c)

Direct Claims . Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to Marigold’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request, provided that under no circumstances shall Indemnifying Parties have any right to receive, be granted access to, or otherwise be granted rights as to any communications, files, documents, records or accounts that, in the sole discretion of the Indemnified Parties, may be subject to attorney-client or other legal privileges. If the Indemnifying Party does not so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

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Article 13
NOTICE

13.1 Notice . Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a post office addressed to the Party entitled to receive the same, or delivered to such Party, at the address for such Party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third calendar day after the same shall have been so mailed, or 15 calendar days in the case of an addressee with an address for service in a country other than a country in which the Party giving the notice, demand or other communication resides, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.

13.2 Change of Address . Either Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.

Article 14
GENERAL PROVISIONS

14.1 Entire Agreement . This Agreement constitutes the entire agreement to date between the Parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties hereto with respect to the subject matter of this Agreement.

14.2 Inurement . This Agreement shall inure to the benefit of and shall be binding upon the Parties hereto, their respective heirs, executors, administrators and assigns.

14.3 Schedules . The Schedules to this Agreement are hereby incorporated by reference into this Agreement in its entirety.

14.4 Time of the Essence . Time shall be of the essence of this Agreement.

14.5 Applicable Law . The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement shall be governed exclusively by and construed and enforced in accordance with the Laws and courts prevailing in the Province of British Columbia, Canada, together with the federal Laws of Canada applicable therein. With respect to all matters affecting the Real Property, the Laws of the State of Wyoming, U.S.A., together with the federal Laws of the United States applicable therein, will apply.

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14.6 Further Assurances . The Parties hereto hereby, jointly and severally, covenant and agree to forthwith, upon request, execute and deliver, or cause to be executed and delivered, such further and other deeds, documents, assurances and instructions as may be required by the Parties hereto or their respective counsel in order to carry out the true nature and intent of this Agreement.

14.7 Invalid Provisions . If any provision of this Agreement is at any time unenforceable or invalid for any reason it shall be severable from the remainder of this Agreement and, in its application at that time, this Agreement shall be construed as though such provision was not contained herein and the remainder shall continue in full force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable provision.

14.8 Currency . Unless otherwise stipulated, all payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in lawful currency of the United States.

14.9 Severability and Construction . Each Article, section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future Law in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction in a proceeding to any of the Parties hereto is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and continue to be given full force and agreement as of the date upon which the ruling becomes final).

14.10 Captions . The captions, section numbers, Article numbers and Schedule numbers appearing in this Agreement are inserted for convenience of reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect this Agreement.

14.11 Counterparts . This Agreement may be signed by the Parties hereto in as many counterparts as may be necessary and may be delivered by facsimile or other electronic means, each of which so signed being deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to bear the Effective Date as set forth on the front page of this Agreement.

14.12 Consents and Waivers . No consent or waiver expressed or implied by either Party hereto in respect of any breach or default by any other Party in the performance by such other of its obligations hereunder shall:

(a)

be valid unless it is in writing and stated to be a consent or waiver pursuant to this section;

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(b)

be relied upon as a consent to or waiver of any other breach or default of the same or any other obligation;

(c)

constitute a general waiver under this Agreement; or

(d)

eliminate or modify the need for a specific consent or waiver pursuant to this section in any other or subsequent instance.

[ The remainder of this page has been intentionally left blank.
The signatures are contained on the immediately following page. ]

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Each of the Parties hereto has hereunto set its seal by the hand of its duly authorized signatory as of the Effective Date as set forth on the front page of this Agreement.

PACIFIC ROAD CAPITAL A PTY LTD ., as trustee for PACIFIC ROAD RESOURCES FUND A /s/ Michael H. Stirzaker	) ) ) ) ) ) )	Purchased Shares to sell: 6,915,041 (C/S)
Authorized Signatory	)
	)
PACIFIC ROAD CAPITAL B PTY LTD ., as trustee for PACIFIC ROAD RESOURCES FUND B /s/ Michael H. Stirzaker	) ) ) ) ) ) )	Purchased Shares to sell: 6,915,041 (C/S)
Authorized Signatory	)
	)
PACIFIC ROAD HOLDINGS S.A.R.L. /s/ Michael H. Stirzaker	) ) ) ) ) ) )	Purchased Shares to sell: 55,807,815 (C/S)
Authorized Signatory	)
	)
	)
URANIUM ENERGY CORP. /s/ Amir Adnani	) ) ) ) ) )	(C/S)
Authorized Signatory	)

__________

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Exhibit 31.1

CERTIFICATION

I, Amir Adnani, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2017 of Uranium Energy Corp.;

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 8, 2017

/s/ Amir Adnani
By: Amir Adnani
Title: President, Chief Executive Officer (Principal Executive Officer) and Director

Exhibit 31.2

CERTIFICATION

I, Pat Obara, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2017 of Uranium Energy Corp.;

(2)

(3)

(4)

(a)

(b)

(c)

(d)

(5)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 8, 2017

/s/ Pat Obara
By: Pat Obara
Title: Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Amir Adnani, the Chief Executive Officer of Uranium Energy Corp., and Pat Obara, the Chief Financial Officer of Uranium Energy Corp., each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Uranium Energy Corp., for the quarterly period ended April 30, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Uranium Energy Corp.

Date: June 8, 2017

/s/ Amir Adnani
Amir Adnani
President, Chief Executive Officer (Principal Executive Officer) and Director

/s/ Pat Obara
Pat Obara
Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Uranium Energy Corp. and will be retained by Uranium Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.