PART I

Item 1. Business

Corporate Organization

Uranium Energy Corp. was incorporated under the laws of the State of Nevada on May 16, 2003 under the name “CarlinCarlin Gold Inc.” During 2004 we changed our business operations and focus from precious metals exploration to uranium exploration in the United States. On January 24, 2005, we completed a reverse stock split of our common stock on the basis of one share for each two outstanding shares and amended our Articles of Incorporation to change our name to ‘UraniumUranium Energy Corp.’. Effective February 28, 2006, we completed a forward stock split of our common stock on the basis of 1.5 shares for each outstanding share and amended our Articles of Incorporation to increase our authorized capital from 75,000,000 shares of common stock with a par value of $0.001 per share to 750,000,000 shares of common stock with a par value of $0.001 per share. In June 2007 we changed our fiscal year end from December 31 to July 31 (in each instance our “Fiscal” year now).

On December 31, 2007, we incorporated a wholly-owned subsidiary, UEC Resources Ltd., under the laws of the Province of British Columbia, Canada. EffectiveOn December 18, 2009, we acquired a 100% interest in the South Texas Mining Venture, L.L.P. (“STMV”), a Texas limited liability partnership, from each of URN Resources Inc., a subsidiary of Uranium One Inc., and Everest Exploration, Inc. On September 3, 2010, we incorporated a wholly-owned subsidiary, UEC Paraguay Corp., under the laws of the State of Nevada. EffectiveOn May 24, 2011, we acquired a 100% in interest in Piedra Rica Mining S.A., a private company incorporated in Paraguay. EffectiveOn September 9, 2011, we acquired a 100% interest in Concentric Energy Corp., a private company incorporated in the State of Nevada. EffectiveOn March 30, 2012, we acquired a 100% interest in Cue Resources Ltd. (“Cue”), a formerly publicly-traded company incorporated in the Province of British Columbia, Canada. EffectiveOn March 4, 2016, we acquired a 100% interest in JDL Resources Inc., a private company incorporated in Cayman Islands. EffectiveOn July 7, 2017, we acquired a 100% interest in CIC Resources (Paraguay) Inc., a private company incorporated in Cayman Islands. On August 9, 2017, we acquired a 100% interest in AUC Holdings (US), Inc. On January 31, 2018, we incorporated a wholly-owned subsidiary under the laws of the Province of Saskatchewan, Canada, UEC Resources (SK) Corp.

Our principal offices are located at 500 North Shoreline Boulevard, Suite 800N, Corpus Christi, Texas, 78401, and at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada, V6E 2Y3.

General Business

We are pre-dominantly 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 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. We have one uranium mine located in the State of Texas, the Palangana Mine, which utilizes ISR mining and commenced extraction of uranium oxide (“U₃O₈”), 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 U₃O₈, our only sales product and source of revenue, for shipping to a third-party storage and sales facility. Since commencement of uranium extraction from the Palangana Mine in November 2010 to July 31, 2017,2020, the Hobson Processing Facility has processed 580,100 pounds of U₃O₈. At July 31, 2017,2020, 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 in 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 U₃O₈ annually and is licensed to process up to one million pounds of U₃O₈ annually.

AtAs at July 31, 2017,2020, we hold certain mineral rights in various stages in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada 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 acquisition of additional uranium projects.

During the year ended July 31, 2020 (“Fiscal 2017,2020”), we continued to operate the Palangana Mine at a reduced pace since implementing our strategic plan in September 2013, to align our operations to a weak uranium 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.

During Fiscal 2017,2020, we made significant advancements in various aspects of itsour operations, including:

existing trends;

We recently acquired an undivided 100% interest in five concession blocks in the Alto Paraná Project, a 174,200-acre property located in Paraguay. The Alto Paraná Project is atypically high in titanium values when compared to most beach sand deposits. We propose to further develop the Project to eventually produce high quality titanium slag for use as feedstock in chloride process titanium dioxide pigment manufacture.

Uranium Industry Background

WithThe need for reliable, non-intermittent, pollution free electricity continues to rise as the world’s population exceeding seven and a halfgrows to new record levels. The world’s population of 7.8 billion people and growing, thein 2020 is projected to increase over 1% per year to near 8.5 billion by 2030. The related need for more electricity is rising and is anefforts to reach associated global climate change goals are important driverdrivers for the projected long termlong-term increase in nuclear power generationpower’s carbon-free electricity and uranium demand. The world’s current operating fleet of nuclear power plants, in addition to the global growth in new reactors under construction and those planned, is testimony to the confidence in nuclear power to provide safe, economical reliableand carbon free energyelectricity as part of an overall energy supply mix. As of August 2017,

The International Energy Agency (“IEA”) reported “global electricity demand grew 0.9 percent in 2019”. The World Nuclear Association (“WNA”) reported “Nuclear generation reached a near-record high in 2019, with output reaching 2657 TWh, enough to meet more than 10% of the world’s electricity demand”. Also in 2019, while nine reactors were retired around the globe, six new reactors were connected to the grid and construction began on five new units. In total, the IEA noted nuclear power grew 3.5% last year, eclipsing the growth seen in 2018. As of September 2020, WNA data showed 447a total of 442 nuclear reactors operable, worldwide with 5853 new reactors under construction, 162106 reactors planned or on order and another 349329 proposed. Translated into global uranium demand, Ux Consulting Company (“UxC”), a uranium market information source, projects their “URM Base Demand” to increase from about 188 million pounds in 2017 to 199 million pounds in 2024 and about 222 million pounds by 2030.

OverIn the past two years, global growth in2020 Nuclear Technology Review, the IEA reported; “Thirty countries currently use nuclear power has been impressive with 20 new reactors reaching commercial operation. The prospects for futureand 28 are considering, planning or actively working to include it in their energy mix”. Most of the growth also looks strong in future years with new and robust programs underway inis coming from countries like China and Russia, although there is also notable growth in other countries, including India and the United Arab Emirates, etc. China and otheras well as new prospective entries like Saudi Arabia. Some of these countries with growing nuclear programs have embarked on sovereign-backed uranium acquisition programs, building inventory stockpiles for their future requirements. This also includes substantial long-term contracting with western suppliers and taking controlling interests in primary mine production capacity.individual mines. In addition, Russia, China and South Korea are aggressively pursuing programs to sell their reactors around the globe. In many cases the sales agreements will likely contain turnkey provisions, including uranium supply as a component of the reactor package that will require far more uranium than they currently produce. As such, they will need to becarve out large importers of uraniumsupply sources in the coming years.

While global generation from nuclear power has eclipsed pre-Fukushima levels, Japan restarts have been slower than expected. To date, a total of 27 reactors have applied for restart and include the nine reactors that have restarted. More restarts are expected as Japan completes additional safety programs and ramps back up towards a policy goal of 20-22 percent of their total electrical generation from nuclear power by 2030.

The WNA’s most recent Fuel Report noted “Rapid growth in uranium demand will lead to a need for additional mined uranium in the period to 2040 in all scenarios”. The reference scenario in the report “shows a 26% increase in uranium demand over 2020-30”. World base case uranium demand wasis forecasted to be about 189182 million pounds U₃O₈in 2016,2020, exceeding the 162122 million pounds of totalprojected production by about 2760 million pounds (source: UxC 2020 Q3 UMO). About 19 million pounds of that gap is attributable to the shutdowns of several uranium mines in response to the COVID-19 virus. While some producers have announced plans to restart, the COVID shutdowns have nonetheless accelerated inventory drawdowns and the lost production will not be made up. Producers that shut down production in response to the virus have been purchasing uranium quantities for delivery commitments and have placed additional upside pressure on uranium prices. In 2021, the gap between production and utility requirements is expected to be about 44 million pounds. The cumulative gap between existing production and consumption is projected to be about 76includes the 18 million pounds by 2020per year impact from the indefinite shutdown of the worlds’ largest uranium mine in Canada as well as other producer shutdowns and increases further to almost 230 million pounds in 2025 (UxC 2017 Q2 UMO). Theproduction cuts.

While the difference between primary production and reactor demand is currently being filled with secondary market sources. However, recentsupplies, this is not a sustainable long-term supply source. Recent forecasts expect secondary sources to drop almost 30%more than 40%, from 4464 million pounds U₃O₈in 20172020 to about 3236 million pounds by 2024. While there are different estimates on timing, it is clear that secondary supply (that includes inventory drawdown) will be insufficient to fill a projected supply-demand gap, and new production will be required. As this transition evolves, the market will become more production cost driven as opposed to inventory driven.

Nuclear generation in theThe United States increasedhas the world’s largest nuclear fleet and produces about 30% of the globe’s nuclear generation. The U.S. led global nuclear generation with approximately 809,400 GWh in 2016,2019, a new record high and at an average capacity factor of 93.4 percent - the highest capacity factor on record (TradeTech June 2020 Nuclear Review). In 2019 electricity production from 797 to 805 billion kilowatt-hours, accountingthe fleet accounted for 19.7%about 20% of the country’s total electrical generation and about 60%55% of the nation’s clean air energy (Nuclear Energy Institute). Theenergy. As of September 2020, the operating U.S. reactor fleet stands at 9995 reactors, with two new commercial reactors under construction (Vogtle 3 and 4 in Georgia). While Summer 2 & 3 in South Carolinasome U.S. reactors have recently been cancelled by their owners (SCANAshut down prematurely, the overall generating capacity remains strong as a result of plant reactor upgrade programs and Santee Cooper), there are efforts to continue construction on these projects via a new owner.

Preservinglicense extensions. In terms of uranium demand, the existing U.S. nuclear fleet is the world’s largest uranium consumer and has becomeaveraged about 47 million pounds of uranium a priority foryear over the industry and increasingly, the federal government and the individual states. President Trump has recently said his administration will attempt to expand the nuclear energy sector by launching a "complete review" of current policy to identify ways to revive the industry. One of the most encouraging aspects is recognition by the Federal Energy Regulatory Commission that nuclear needs to be valued properly for its grid stability attributes and base load generation. The recently released U.S. Department of Energy “Grid Reliability Study” reinforced this point and identified dysfunctional elements of de-regulated energy markets that need to be fixed to achieve that objective and preserve valuable nuclear energy capacity on the U.S. electricity grid. Illinois and New York have both passed measures that will help level the playing field, enabling nuclear energy to continue providing the clean air, highly reliable base load electricity in their energy supply. Ohio, Pennsylvania, New Jersey and Connecticut are also evaluating similar measures.past decade.

The U.S. remainsuranium mining industry was formerly the world’s largest consumerproducer but is now producing virtually none of U.S. reactor requirements. The United States has become almost entirely dependent on foreign supply, with more than 40% of requirements being imported from State Owned Organizations (“SOE”) in Russia and other former Soviet Union countries. However, actions taken by the U.S. federal government over the past couple of years have culminated in a foundation for the industry to recover. Most notably, the President established the U.S. Nuclear Fuel Working Group (“NFWG”) comprised of various government agencies “to develop recommendations for reviving and expanding domestic nuclear fuel production”.

This year, the NFWG recommendations were released in a report entitled “Restoring America’s Competitive Nuclear Energy Advantage”. The report broadly advocates for increased American leadership in nuclear energy, both at home and abroad, with a focus on U.S. national security objectives that includes lessening dependence on SOE supply. Uranium mining is the starting point in the strategy with a program to purchase 17 to 19 million pounds of U.S. uranium for a strategic Uranium Reserve (“UR”). The administration’s budget outlined a $150 million expenditure for fiscal 2021 as part of a 10-year $1.5 billion UR program. The Department of Energy is currently developing this program and various Congressional avenues are being pursued for appropriations, including recently introduced bipartisan legislation entitled the “American Nuclear Infrastructure Act of 2020”. A companion bill has also been introduced in the House to establish the UR; the “Nuclear Prosperity and Security Act”.

Also consistent with the U.S. Administration’s NFWG report recommendations, in early October of 2020, the United States Department of Commerce (“DOC”) finalized an agreement with the Russian State Atomic Energy Corp., (“Rosatom”), extending the previously renegotiated Russian Suspension Agreement (“RSA”) through 2040.  The previous RSA limited Russian low enriched uranium imports to 20% of U.S. requirements and was set to expire at the end of 2020. However, the DOC asserted in a preliminary determination that the conditions of Russian dumping would likely continue in absence of restrictions.  This determination, and pressure from the U.S. Congress and the U.S. Administration, provided impetus for a negotiated settlement. The amended RSA considers the components of nuclear fuel in low enriched uranium with annualvarious limits depending on the specific component.  The amount of enrichment services varies but are set to average about 17% of U.S. requirements through 2040 and are capped at 15% after 2027.  The DOC noted that the natural uranium and conversion components “will be equivalent to approximately 7% of U.S. enrichment demand, and no higher than 5% starting in 2026”. This amounts to a reduction in Russian natural uranium imports of up to 75% from prior limits.  For context, with U.S. consumption at about 5047 million pounds U3O8 annually, the extended RSA reduces the annual natural uranium component limit from about 9.4 million pounds of Russian U3O8 to about 2.4 million pounds.

The global uranium market has suffered a long downturn after peaking in 2007 at $138 per pound U₃O₈. The U.S. Energy Information Administration (“EIA”) reported domestic production totaled 2.5 million pounds in 2016, down 31% from 3.3 million pounds in 2015. This amounts to that was followed by a rebound and then a subsequent drop of about 6% of U.S. reactor requirements in 2016 and highlights an extreme U.S. dependency on foreign sources of uranium supply. This situation is expected to become more acute in 2017, with U.S. production forecast to drop below 2 million pounds.

Uranium production around the globe increased about 2.5% in 2016 from 158 to 162 million pounds of U₃O₈. Kazakhstan remained the world’s largest producer; producing 64 million pounds - about 39% of the world’s total production. Many of the projects in various production countries are subject to heightened geopolitical and other risks. In choosing a long-term supplier in this highly concentrated industry, these are important considerations for a utility relying on a secure uranium supply source to fuel their reactor needs.

Japan’s March 11, 2011 earthquake and subsequent tsunami causing the Fukushima Daiichi accident has had a substantial impact on the nuclear fuel markets and resulted in an oversupply situation that has persisted for several years. As this oversupply has continued in the nuclear fuel market during 2016, prices have remained under pressure. Uranium spot market prices have fallen as much as 75% from a March 1,early 2011 pre-Fukushima price of $70.00 per pound to a 12 yearinto the 2016 low at $17.75 per poundpound. However, the spot market is up over 75% as at September 2020 since the 2016 low. Global fundamentals are in early Decemberprocess of 2016. Since that low, spot prices rallied up aboverebalancing the $26 per pound area in mid-February after the world’s largest producer (Kazatomprom) announced a 10% cut in production. Prices have since pulled back into the low $20/lb area, but have held above the December 2016 lows. A spot priceuranium market and driving an improvement in the low $20/lb range is below the all-in production costprice of virtually all global mining operations (UxC Data). This is an unsustainable situation and will eventually result in a strengtheninguranium. As outlined above, increased levels of the market as it transitions from being inventory-driven to production-driven. While Japan’s return to nuclear power post Fukushima has been slower than expected, it’s still progressing with an ultimate goal of producing 20 to 22% of their electrical generation requirements

Since Fukushima, there has been a trend of significant production cuts and project deferrals that have continued for several years. Beforefrom major producers, plus significant purchasing by producers to fill long-term supply contracts as well as fund buying, are all contributing to the Fukushima event, the annual production projection for 2016 in the 2011 Q1 Uranium Market Outlook (UMO) was about 231 million pounds. Actual production in 2016 was about 162 million pounds – a 69 million pound annual decrease over that previously anticipated level. Over this past year, there have been announcements of additional supply cuts, amounting to another 15 million pounds of annual production that is being cancelled or deferred. In addition, there are at least another near 17 million pounds of annual production that will be removed from the current supply base by 2025 as resources are depleted. Beyond those factors, many longer-term high priced contracts fall out of producer portfolios and will likely result in additional production cuts. Those contracts that have been supporting higher cost production will not be replaced and will force higher cost production to be cancelled. We believe this trend is likely to continue absent a substantial and sustained increase in market price. Production cuts, project deferrals and cancellations further exacerbate the growing longer term gap between production and consumption and are likely to increase the prospects for an eventual strong reboundupward movement in uranium prices.

Ultimately, the forces of supply and demand will dictate the future uranium market’s future direction. ProductionWhile the global market has clearly improved since the 2016 low, we still expect several major drivers to further bolster prices. Higher priced contracts that have supported high production costs are continuing to roll out of producer and utility supply portfolios. These higher priced contracts are not replaceable with current market prices below production costs for the vast majority of western producers. This will likely continue the trend of production cuts and deferrals until prices rise sufficiently to sustain long-term mining operations. In addition, some projects are in their final stages of production as their resources become depleted. Over the next year, two projects that currently represent about 6.5 million pounds of annual production will be permanently shut down. SOE supply is also likely to declinebe reduced in the U.S. market with government’s intent to close the national security risk that overdependence presents. On the demand side of the equation, further upside market pressure also appears likely to evolve as higher priceutilities return to a longer-term contracting cycle to replace expiring contracts. For the U.S. producer, contracts supporting elevatedto supply the UR will be at levels that are more reflective of production costs expireto sustain operations and as existing resources are depleted.should provide a needed boost to their balance sheets.

As these and other market forces unfold, the inventory and SOE supply should become less important drivers, paving the way for a more production cost driven market. Lead times for new production typically range from 7-seven to 10 years. Various supply-demand projections show annual supply deficits emerging in the early 2020’s.years or longer. The market appears to be approachingwithin the time when new production should begin theframes required for investment required to bring new supply online to meet those lead times. As a matter of practice, utilities typically contract for their open needs two to four years in advanceHowever, prices are not yet at levels that incentivize future production, increasing the probability of the requirement. As utilities return topotential for less supply than the spot, mid and long term markets, the more recent inventory driven market is likely to wane and a production driven market should emerge.currently pricing in. All things considered, we believe the supply and demand fundamentals have significant potentialshould continue to forceexert upward pressure on uranium prices upward.prices.

TiO2 (Titanium)Titanium (TiO2) Industry BackgroundUpdates

TiO2During Fiscal 2020, the market fundamentals for titanium dioxide remained positive.  There is no economical substitute or environmentally safe alternative to titanium dioxide.  Titanium dioxide is used in many "quality of life" products for which demand historically has been linked to global regional and local GDPgross domestic product (“GDP), ongoing urbanization trends and discretionary spending.  Historically, the market for large volume TiO2 applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization resulting in declining prices and margins.

Demand for titanium minerals such as ilmenite is closely tied to titanium dioxide pigment manufacture. The global TiO2 pigment industry continued to strengthen through the June 2017 quarter. All of the major pigment producers continue to report strong demand and several announced a further round of pigment price increases taking effect through June and July 2017. Positive ilmenite pricing trends seen in 2016 continue in 2017 due to increasing pressure on the availability of titanium dioxide feedstock and pigment, leading to strong ilmenite offtake for many producers. The ongoing strong demand for TiO2 feedstock from pigment plants, now operating at high utilization rates, resulted in further feedstock price increases through the quarter. While ilmenite prices have increased strongly in the past 18 months, there has been a recent decline in Chinese ilmenite spot prices after spiking to very high levels in April 2017. Seasonally weaker Chinese pigment demand and some declines to pigment plant operating rates associated with the enforcement of stricter environmental regulations have resulted in weaker Chinese demand for ilmenite in the September 2017 quarter. In India, ongoing political disruptions to ilmenite exports from Tamil Nadu are now being off-set to some extent by an increase in ilmenite supply from various sources of low quality, high cost concentrates – bolstered by the high market prices. According to Bloomberg, ilmenite bulk concentrate was priced at approximately $170 per ton in July 2017, compared to $60 per ton towards the end of 2015 to early 2016. The ongoing strength in pigment demand and pricing is expected to help stabilize prices for ilmenite at the current healthy levels through the coming quarters.

95%90% of all the mined titanium mineralsfeedstocks are used to manufacture pure titanium dioxides – a pigment that enhances brightness and opacity in paints, inks, paper, plastics, food products and cosmetics.  The remaining 5%10% of supply is used in the production of titanium metal. Titaniummetal and steel fabrication.

Demand for titanium feedstocks, such as ilmenite, is closely tied to titanium dioxide pigment demand.  The global titanium pigment demand fundamentals are underpinned by urbanization and rising living standards and as such the long-term demand fundamentals remain robust.  Through the first half of 2020, most producers reported ilmenite price increases, although it is expected to become subdued during the second half of 2020 due to COVID-19 pandemic downstream demand impact. 

The supply side of titanium feedstock remains under pressure due to  recent mine closures and grade decline from existing operations as they reach maturity and, as a result, we believe that a supply deficit is inevitable in the absence of new supply.  Furthermore, and apart from the supply constraints, the nature of feedstock supply is also combined with iron, aluminum, vanadiumchanging. China, the world's largest feedstock market, is increasingly more reliant on higher quality feedstocks.  Chinese domestic ilmenite is mainly unsuitable for processing under the stricter environmental regulations and, molybdenumas such, the long-term global shift towards chloride pigment production will continue to produce strong, lightweight alloys for aerospace applications.drive overall high-quality feedstock demand and price.  

In our view, what appear to be longer-term supply and demand fundamentals and, more specifically, the long-term global shift towards higher grade feedstocks, may have potential to keep upward pressure on high-quality feedstock prices.

In-Situ Recovery (ISR) Mining

We utilize or plan on utilizing in-situ recovery or ISR uranium mining for our South Texas projects, including theour Palangana Mine, as well as our Reno Creek Project in Wyoming, and will continue to utilize ISR mining whenever such alternative is available to conventional mining.  When compared to conventional mining, ISR mining requires lower capital expenditures and has a reduced impact on the environment, as well as a shorter lead time to uranium recovery.

ISR mining involves circulating oxidized water through an underground uranium deposit, dissolving the uranium and then pumping the uranium-rich solution to the surface for processing. Oxidizing solution enters the formation through a series of injection wells and is drawn to a series of communicating extraction wells. To create a localized hydrologic cone of depression in each wellfield, more groundwater will be produced than injected. Under this gradient, the natural groundwater movement from the surrounding area is toward the wellfield, providing control of the injection fluid. Over-extraction is adjusted as necessary to maintain a cone of depression which ensures that the injection fluid does not move outside the permitted area.

The uranium-rich solution is pumped from thean ore zone to the surface and circulated through a series of ion exchange columns located at the mine site.  The solution flows through resin beds inside an ion exchange column where the uranium bonds to small resin beads.  As the solution exits the ion exchange column, it is mostly void of uranium and is re-circulated back to the wellfield and through the ore zone.  Once the resin beads are fully-loaded with uranium, they are transported by truck to the Hobson Processing Facility and transferred to a tank for flushing with a brine solution, or elution, which strips the uranium from the resin beads. The stripped resin beads are then transported back to the mine and reused in the ion exchange columns.  The uranium solution, now free from the resin, is precipitated out and concentrated into a slurry mixture and fed to a filter press to remove unwanted solids and contaminants.  The slurry is then dried in a zero-emissions rotary vacuum dryer, packed in metal drums and shipped out as uranium concentrates, or yellowcake, to ConverDyn for storage and sales.

Each project is divided into a mining unit, known as a PAAProduction Area Authorization (“PAA”), which lies inside an approved Mine Permit Boundary. Each PAA will be developed, extracted and restored as one unit and will have its own set of monitor wells. It is common to have multiple PAAs in extraction at any one time with additional units in various states of exploration, pre-extraction and/or restoration.

After mining is complete in a PAA, aquifer restoration will begin as soon as practicable and will continue until the groundwater is restored to pre-mining conditions. Once restoration is complete, a stability period of no less than one year is scheduled with quarterly baseline and monitor well sampling. Wellfield reclamation will follow after aquifer restoration is complete and the stability period has passed.

Hobson Processing Facility

TheOur Hobson Processing Facility is located in Karnes County, Texas, about 100 miles northwest of Corpus Christi.  It was originally licensed and constructed in 1978, serving as the hub for several satellite mining projects until 1996, and completely refurbished in 2008. On December 18, 2009, we acquired the Hobson Processing Facility as part of theour acquisition of South Texas Mining Venture, L.L.P.STMV.

With a physical capacity to process uranium-loaded resins up to a total of two million pounds of U₃O₈ annually, and licensed to process up to one million pounds of U₃O₈ annually, our fully-licensed and 100%-owned Hobson Processing Facility forms the basis for our “hub-and-spoke” strategy in the State of Texas, specifically in the South Texas Uranium Belt, where we utilize ISR mining.

Palangana Mine

We hold various mining lease and surface use agreements generally having an initial five-year term with extension provisions, granting us the exclusive right to explore, develop and mine for uranium at theour Palangana Mine, a 6,987-acre property located in Duval County, Texas, approximately 100 miles south of the Hobson Processing Facility. These agreements are subject to certain royalty and overriding royalty interests indexed to the salesales price of uranium.

On December 18, 2009, we acquired the Palangana Mine as part of theour acquisition of South Texas Mining Venture, L.L.P.STMV. In November 2010, the Palangana Mine commenced uranium extraction utilizing ISR mining and in January 2011 the Hobson Processing Facility began processing resins received from the Palangana Mine.

Material Relationships Including Long-Term Delivery Contracts

At July 31, 2017,2020, we had no uranium supply or “off-take” agreements in placeplace.

Given that there are up to approximately 60 different companies as potential buyers in the uranium market, we are not substantially dependent upon any single customer to purchase the uranium extracted by us.

Seasonality

The timing of our uranium concentrate sales is dependent upon factors such as extraction results from our mining activities, cash requirements, contractual requirements and perception of the uranium market. As a result, our sales are neither tied to nor dependent upon any particular season. In addition, our ability to extract and process uranium does not change on a seasonal basis. Over the past ten years uranium prices have tended to decline during the calendar third quarter before rebounding during the fourth quarter, but there does not appear to be a strong correlation.

Mineral Rights

In Texas our mineral rights are held exclusively through private leases from the owners of the land/mineral/surface rights with varying terms. In general, these leases provide for uranium and certain other specified mineral rights only including surface access rights for an initial term of five years and renewal for a second five-year term. ProductionWe have amended the majority of the leases to extend the time period for an additional five years past the original five-year renewal periods. Our Burke Hollow and some of our Goliad leases have a fixed royalty amount based on net proceeds from sales of uranium, and our other projects have production royalties apply which are calculated on a sliding-scale basis tied to the gross sales price of uranium. Remediation of thea property is required in accordance with regulatory standards, which may include the posting of reclamation bonds.

In Arizona, Colorado, New Mexico and Wyoming our mineral rights are held either exclusively or through a combination of federal mining claims and state and private mineral leases. Remediation of thea property is required in accordance with regulatory standards, which may include the posting of reclamation bonds. Our federal mining claims consist of both unpatented lode and placer mining claims registered with the U.S. Bureau of Land Management (“BLM”) and the appropriate counties. These claims provide for all mineral rights including surface access rights for an indefinite period. Annual maintenance requirements include BLM claim fees of $155$165 per claim due yearly on September 1. Our state mineral leases are registered with their respective states. These leases provide for all mineral rights, including surface access rights, subject to a production royalty of 4% in Wyoming and 5% to 6% in Arizona, ranging from a five-year term in Arizona to a ten-year term in Wyoming. Annual maintenance requirements include lease fees of $1 and $3 per acre and minimum exploration expenditure requirements of $10 and $20 per acre in Arizona. Our private mineral leases are negotiated directly with the owners of the land/mineral/surface rights with varying terms. These leases provide for uranium and certain other specified mineral rights only, including surface access rights, subject to production royalties, forranging from an initial term of five to seven years and renewal for a second five-year term.to seven-year term, and some of which have an initial term of 20 years.

Under the mining laws of Saskatchewan, Canada, title to mineral rights for our Diabase Project is held through The Crown Minerals Act of the Province of Saskatchewan. In addition, The Mineral Resources Act, 1985 and The Mineral Tenure Registry Regulations affect the rights and administration of mineral tenure in Saskatchewan. Our Diabase Project lands are currently claimed as “Crown dispositions” or “mineral dispositions”. Subject to section 19 of The Crown Minerals Act, a claim grants to the holder the exclusive right to explore for any Crown minerals that are subject to these regulations within the claim lands. Claims are renewed annually and the claim holder is required to satisfy work expenditure requirements. Expenditure requirements are $nil for the first year, $15 per hectare for the second year to the tenth year of assessment work periods and $25 per hectare for the eleventh year and subsequent assessment work periods. For registering exploration expenditures, mineral dispositions may be grouped at the time of submission if the total mineral disposition area is not greater than 18,000 hectares. The holder may also submit a cash payment or cash deposit in lieu of a work assessment submission for not more than three consecutive work periods. A claim may be converted to a mineral lease upon application and payment of a registration fee.

Under the mining laws of the Republic of Paraguay, title to mineral rights for theour Yuty Project is held through a “Mineral Concession Contract” approved by the National Congress and signed between the Government of the Republic of Paraguay and the Company, and titletitles to mineral rights for theour Oviedo Project isand our Alto Paraná Titanium Project are held through a “Mining Permit”“Exploration Mining Permits” granted by the Ministry of Public Works and Communications.Communications (“MOPC”), the mining regulator in Paraguay. These mineral rights provide for the exploration of metallic and non-metallic minerals and precious and semi-precious gems within the territory of Paraguay for up to a 6-yearsix-year period, and for the exploitation of minerals for a minimum period of 20 years from the beginning of the production phase, extendable for an additional ten years.

Burke Hollow Project, Texas

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Burke Hollow Project, Texas

We hold various mining lease and surface use agreements having an initial five-year term with extension provisions, granting us the exclusive right to explore, develop and mine for uranium at theour Burke Hollow Project, a 19,335-acre property located in Bee County, Texas, subject to certaina fixed royalty interests indexed toamount based on the sale pricenet proceeds from sales of uranium.

Goliad Project, Texas

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Goliad Project, Texas

We hold various mining lease and surface use agreements having an initial five-year term with extension provisions, granting us the exclusive right to explore, develop and mine for uranium at the Goliad Project, a 995-acre property located in Goliad County, Texas, subject to certain fixed royalty interests or indexed to the sale price of uranium.

Longhorn Project, Texas

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Longhorn Project, Texas

We hold various mining lease and surface use agreements having an initial five-year term with extension provisions, granting us the exclusive right to explore, develop and mine for uranium at the Longhorn Project, a 651-acre property located in Live Oak County, Texas, subject to certain royalty interests indexed to the sale price of uranium.

Salvo Project, Texas

We hold 18,763 gross mineral acres consisting of federal lode claims, private leases and state of Wyoming leases located in Campbell County, Wyoming.

We hold various mining lease and surface use agreements having an initial five-year term with extension provisions, granting us the exclusive right to explore, develop and mine for uranium at theour Salvo Project, a 1,514-acre1,340-acre property located in Bee County, Texas, subject to certain royalty interests indexed to the sale price of uranium.

Anderson Project, Arizona

We hold an undivided 100% interest in contiguous mineral lode claims and state leases in theour Anderson Project, aan 8,268-acre property located in Yavapai County, Arizona.

Workman Creek Project, Arizona

We hold an undivided 100% interest in contiguous mineral lode claims in theour Workman Creek Project, a 4,036-acre property located in Gila County, Arizona, subject to a 3.0% net smelter royalty requiring an annual advance royalty payment of $50,000$100,000 for 20162018 and 2017, and $100,000 thereafter.

Los Cuatros Project, Arizona

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Los Cuatros Project, Arizona

We hold an undivided 100% interest in a state lease in theour Los Cuatros Project, a 640-acre property located in Maricopa County, Arizona.

Slick Rock Project, Colorado

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Slick Rock Project, Colorado

We hold an undivided 100% interest in contiguous mineral lode claims in theour Slick Rock Project, a 5,333-acre property located in San Miguel County, Colorado. Certain claims of the Slick Rock Project are subject to a 1.0% or 3.0% net smelter royalty, the latter requiring an annual advance royalty payment of $30,000 beginningwhich began in November 2017.

Yuty Project, Paraguay

We hold an undivided 100% interest in 10 mineral claims in our Diabase Project, a 54,236-acre property located in the Athabasca region of Saskatchewan, Canada.

Our Yuty Project is a 289,680-acre property held under one exploitation concession in the Yuty Project, a 289,680-acre property located in Paraguay, which is subject to an overriding royalty payable of $0.21 for eachper pound of uranium produced from the property.

Oviedo Project, Paraguay

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Oviedo Project, Paraguay

We hold an undivided 100% interest inOur Oviedo Project is a 223,749-acre property under one exploration mining permit located in theParaguay. The Oviedo Project a 464,548-acre property located in Paraguay,is subject to a 1.5% gross overriding royalty over which we have an exclusive right and option at any time to acquire 0.5% for $166,667 and a right of first refusal to acquire all or any portion of the remaining 1.0%.

Our Alto Paraná Titanium Project Paraguay

We hold an undivided 100% interest in five concession blocks in the Alto Paraná Titanium Project,is a 174,200-acre property held under five exploration mining permits located in Paraguay. The propertyAlto Paraná TitaniumProject is subject to 1.5% net smelter returns royalty. We have the right, exercisable at any time for a period of six years following ourthe acquisition of the project, to acquire 0.5% of the royalty at a purchase price of $500,000.

Environmental Regulation

Our activities will be subject to existing federal, state and local laws and regulations governing environmental quality and pollution control. Our operations will be subject to stringent environmental regulation by state and federal authorities including the Railroad Commission of Texas (the “RCT”(“RCT”), the Texas Commission on Environmental Quality (“TCEQ”) and the United States Environmental Protection Agency (the “EPA”(“EPA”).

In Texas surface extraction and exploration for uranium is regulated by the RCT, while in-situISR uranium extraction is regulated by the TCEQ. An exploration permit is the initial permit granted by the RCT that authorizes exploration drilling activities inside an approved area. This permit authorizes specific drilling and plugging activities requiring documentation for each borehole drilled. All documentation is submitted to the RCT on a monthly basis and each borehole drilled under the exploration permit is inspected by an RCT inspector to ensure compliance. At July 31, 2017,2019, we held one exploration permit in each of Bee, Duval and Goliad Counties.

Before in-situISR uranium extraction can begin in Texas, a number of permits must be granted by the TCEQ.

A Mine Area Permit (“MAP”) application is required for submission to the TCEQ to establish a specific permit area boundary, aquifer exemption boundary and the mineral zones of interests or production zones. The application also includes a financial surety plan to ensure funding for all plugging and abandonment requirements. Funding for surety is in the form of cash or bonds, including an excess of 15% for contingencies and 10% for overhead, adjusted annually for inflation. At July 31, 2017,2020, we held Mine Area Permits,MAPs for theour Palangana Mine, the Goliad Project and the Burke Hollow Project.

A Radioactive Material License (“RML”) application is also required for submission to the TCEQ for authorization to operate a uranium recovery facility. The application includes baseline environmental data for soil, vegetation, surface water and groundwater along with operational sampling frequencies and locations. A Radiation Safety Manual is a key component of the application which defines the environmental health and safety programs and procedures to protect employees and the environment. Another important component of the application is a financial surety mechanism to ensure plant and wellfield decommissioning is properly funded and maintained. Surety funding is in the form of cash or bonds and includes an excess of 15% for contingencies and 10% for overhead, adjusted annually for inflation. At July 31, 2017,2020, we held RMLs for theour Palangana Mine, Burke Hollow Project, Goliad Project and Hobson Processing Facility.

Production Area AuthorizationPAA applications are also required for submission to the TCEQ to establish specific extraction areas inside the Mine Area PermitMAP boundary. These are typically 30 to 100 acre100-acre units that have been delineated and contain producible quantities of uranium. The PAA application includes baseline water quality data that is characteristic of that individual unit, proposes upper control limits for monitor well analysis and establishes restoration values. The application will also include a financial security plan for wellfield restoration and reclamation which must be funded and in place prior to commencing uranium extraction. At July 31, 2017,2020, we held four PAA permits for theour Palangana Mine and one for theour Goliad Project.

A Class I disposal well permit application is also required for submission to the TCEQ for authorization for deep underground wastewater injection. It is the primary method for disposing of excess fluid from the extraction areas and for reverse osmosis concentrate during the restoration phase. This permit authorizes injection into a specific injection zone within a designated injection interval. The permit requires continuous monitoring of numerous parameters including injection flow rate, injection pressure, annulus pressure and injection/annulus differential pressure. Mechanical integrity testing is required initially and annually to ensure the well is mechanically sound. Surety funding for plugging and abandonment of each well is in the form of cash or bonds, including 15% for contingencies and 10% for overhead, adjusted annually for inflation. At July 31, 2017,2020, we held two Class I disposal well permits for theeach of our Hobson Processing Facility, our Palangana Satellite Facility, our Burke Hollow Project and theour Goliad Project.

The federal Safe Drinking Water Act (“SDWA”) creates a regulatory program to protect groundwater and is administered by the EPA.  The SDWA allows states to issue underground injection control (“UIC”) permits under two conditions: the state’s program must have been granted primacyprimacy; and the EPA must have granted an aquifer exemption upon the state’s request.  Texas, being a primacy state, is therefore authorized to grant UIC permits and makes the official requests for an aquifer exemption to the EPA.  The aquifer exemption request is submitted by the Company to the TCEQ and, once approved, is then submitted by the TCEQ to the EPA for concurrence and final issuance.  At July 31, 2017,2020, we held an aquifer exemption for theour Palangana Mine, our Goliad Project and our Burke Hollow Project.

Waste Disposal

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes affect minerals exploration and production activities by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of “hazardous wastes” and on the disposal of non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.

Comprehensive Environmental Response, Compensation and Liability Act

The federal Comprehensive Environmental Response, Compensation and Liability Act

The federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances (collectively, “Hazardous Substances”). These classes of persons or potentially responsible parties include the current and certain past owners and operators of a facility or property where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties, to take actions in response to threats to the public health or the environment and to seek to recover the costs of such action. We may also in the future become an owner of facilities on which Hazardous Substances have been released by previous owners or operators. We may in the future be responsible under CERCLA for all or part of the costs to clean up facilities or property at which such substances have been released and for natural resource damages.

Air Emissions

Our operations are subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources. In Texas the TCEQ issues an exemption for those processes that meet the criteria for low to zero emission by issuing a Permit by Rule. Presently theour Palangana Mine, theour Hobson Processing Facility and theour Goliad Project all have Permits by Rule covering air emissions.

Clean Water Act

The Clean Water Act

The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the United States, a term broadly defined. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and other pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties and impose liabilities in the case of a discharge of petroleum or itits derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff. In the event of an unauthorized discharge of wastes, we may be liable for penalties and costs. Management believes that we are in substantial compliance with current applicable environmental laws and regulations.

Competition

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.

The global TiO2titanium market is highly competitive, with the top six producers accounting for approximately 60% of the world'sworld’s production capacity according to TZMI.TZ Minerals International Pty. Ltd. Competition is based on a number of factors, such as price, product quality and service. Among our competitors are companies that are vertically-integrated (those that have their own raw material resources).

Research and Development Activities

No research and development expenditures have been incurred, either on our account or sponsored by customers, for theour three most recently completed Fiscalfiscal years.

Employees

Amir Adnani is our President and Chief Executive Officer and, effective October 29, 2015, Pat Obara was appointed our Chief Financial Officer. These individuals are primarily responsible for all our day-to-day operations. Effective September 8, 2014, Scott Melbye was appointed our Executive Vice President. Other services are provided by outsourcing and consulting and special purpose contracts. As of July 31, 2017,2020, we had 45 persons employed on a full-time basis and twothree individuals providing services on a contractcontractual basis.

Available Information

The Company’s website address iswww.uraniumenergy.com and our annual reports on Form 10-K and quarterly reports on Form 10-Q, and amendments to such reports, are available free of charge on our website as soon as reasonably practicable after such materials are filed or furnished electronically with the United States Securities and Exchange Commission (the “SEC”).SEC. These same reports, as well as our current reports on Form 8-K, and amendments to those reports, filed or furnished electronically with the SEC are available for review at the SEC’s website atwww.sec.gov. Printed copies of the foregoing materials are available free of charge upon written request by email atinfo@uraniumenergy.com. Additional information about the Company can be found on our website, however, such information is neither incorporated by reference nor included as part of this or any other report or information filed with or furnished to the SEC.

Item 1A.Risk Factors

In addition to the information contained in this Form 10-K Annual 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 Annual 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 usor by persons acting on our behalf. Refer to “Cautionary Note Regarding Forward-LookingForward-looking Statements”.

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 Annual 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 an 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 our 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 herein, 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, Canada and Paraguay. In November 2010, we commenced uranium extraction for the first time at theour Palangana Mine utilizing ISR methods and processed those materials at theour Hobson Processing Facility into drums of U₃O₈, 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, Texas and Wyoming, in Canada and the Republic of Paraguay. Since we completed the acquisition of our Alto Paraná Project located in the Republic of Paraguay in July 2017, we are also involved in mining and related activities, including exploration, pre-extraction, extraction and processing, of titanium minerals.

As more fully described under “Liquidity and Capital Resources” of Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations herein, we have a history of significant negative cash flow and net losses, with an accumulated deficit balance of $227.3$276.8 million at July 31, 2017.2020. 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 U₃O₈ 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 U₃O₈ generated during Fiscal 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012,other fiscal years, 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.

At July 31, 2017, our Company2020, we had working capital of $21.1$4.6 million including cash and cash equivalents of $12.6$5.1 million. Subsequent to July 31, 2020, we completed a public offering (the “September 2020 Offering”) of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15 million, which substantially increased our cash and short-term investments of $10.0 million. Thecash equivalent and improved our working capital position. As a consequence, our existing cash resources as at July 31, 2017and cash received from the September 2020 Offering are expected to provide sufficient funds to carry out our planned operations for 12 months from the date that the consolidated financial statements are issued.of this Annual Report. Our continuation as a going concern for a period beyond those 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. 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.

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.

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 theour Palangana Mine and of any future satellite ISR mines, such as theour Burke Hollow and Goliad Projects located within the South Texas Uranium Belt, hasour Reno Creek Project located in the Powder River Basin, Wyoming, and our projects in Canada and in the Republic of Paraguay, have many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium;uranium and titanium minerals; (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 uraniummineral 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 uraniummineral 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 uraniummineral 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,During Fiscal 2019, we entered into a Secondthe Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”) with our lenders (the “Lenders”) under which we had previously drawn down the maximum of $20 million in principal under our credit facility (the “Credit Facility”). 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.fees. 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’sour assets. Enforcement against our assets would have a material adverse effect on our financial condition and operating results.

Furthermore, theour 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 theour Palangana Mine, which has been our sole source of generating revenues from the sales of U₃O₈ sold to generate our revenues 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 U₃O₈ generated during Fiscal 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012.other fiscal years.

During Fiscal 2017, uranium extraction at PAA-1, 2 and 32020, 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 theour 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.

EExplorationxploration 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 Projectsprojects 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 mineral 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 material 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 material ceases to be economically recoverable. Exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable material, in which case the Projectproject 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 material and develop these Projectsprojects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our Projects.projects.

Whether an ore body contains commercially recoverable material 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 the material,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 Projects, projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our Projects 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 Projects 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 Projects,projects, including the Palangana Mine. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7 (“Industry Guide 7”), through the completion of a “final” or “bankable” feasibility study for any of our Projects,projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our Projectsprojects 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 the 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 the 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 theour Hobson Processing Facility, and theour Palangana Mine, our Reno Creek Project and our Alto Paraná Project, and have recorded a liability of $3.7 million on our balance sheet at July 31, 2017,2020, 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 theour Hobson Processing Facility and the 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 and TiO2 industriestitaniumindustries are 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 and TiO2titanium 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 and TiO2titanium 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 and TiO2 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 amendrights, 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 and global market incidents may have adverse effects on the nuclear and uranium industries.

The nuclear incident that occurred in Japan in March 2011 hadsignificant andadverse 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 increaseincrease 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 Company’s operations and prospects.prospects of our Company. Furthermore, thegrowth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation.

In March 2020 the COVID-19 pandemic has resulted in a black swan event impacting about 50% of the world’s uranium production and has accelerated the market rebalancing. The timing for the return of global uranium production to pre-COVID-19 levels is highly uncertain as of the date of this Annual Report. Recent and significant production cuts were announced in response to the global COVID-19 pandemic, including uranium facilities in Canada, Kazakhstan, and Namibia. It is unknown at this time exactly how long the shutdowns will last or how much uranium production will ultimately be removed from the market as a result of these shutdowns. It is the Company’s belief that the recent shutdowns are only going to further tighten the market. The Company also believes that a large degree of uncertainty exists in the market, primarily due to the size of mobile uranium inventories, transportation issues, premature reactor shutdowns in the U.S. and the length of time of any uranium mine, conversion or enrichment shutdowns.

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 includeinclude: (i) macroeconomic factors,factors; (ii) fluctuations in the market price of uranium,uranium; (iii) governmental regulations,regulations; (iv) land tenure and use,use; (v) regulations concerning the importing and exporting of uraniumuranium; and (vi) 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 TiO2titanium industry is affected by global economic factors, including risks associated with volatile economic conditions, and the market for many TiO2titanium products is cyclical and volatile, and we may experience depressed market conditions for such products.

TiO2Titanium is used in many "quality“quality of life"life” products for which demand historically has been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for products and, as a result, may have an adverse effect on our results of operations and financial condition. The timing and extent of any changes to currently prevailing market conditions is uncertain, and supply and demand may be unbalanced at any time. Uncertain economic conditions and market instability make it particularly difficult for us to forecast demand trends. As a consequence, we may not be able to accurately predict future economic conditions or the effect of such conditions on our financial condition or results of operations. We can give no assurances as to the timing, extent or duration of the current or future economic cycles impacting the industries in which we operate.

Historically, the market for large volume TiO2titanium applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization resulting in declining prices and margins. The volatility this market experiences occurs as a result of significant changes in the demand for products as a consequence of global economic activity and changes in customers'customers’ requirements. The supply-demand balance is also impacted by capacity additions or reductions that result in changes of utilization rates. In addition, TiO2titanium margins are impacted by significant changes in major input costs such as energy and feedstock. Demand for TiO2titanium depends in part on the housing and construction industries. These industries are cyclical in nature and have historically been impacted by downturns in the economy. In addition, pricing may affect customer inventory levels as customers may from time to time accelerate purchases of TiO2titanium in advance of anticipated price increases or defer purchases of TiO2titanium in advance of anticipated price decreases. The cyclicality and volatility of the TiO2titanium industry results in significant fluctuations in profits and cash flow from period to period and over the business cycle. Primarily as a result of oversupply in the market, global prices for TiO2 declined throughout 2015 before reaching a trough in the first quarter of 2016.

The uranium industryindustry 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.

The TiO2titanium industry is concentrated and highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources or those that are vertically integrated, which could have a material adverse effect on our business, results of operations and financial condition.

The global TiO2titanium market is highly competitive, with the top six producers accounting for approximately 60% of the world'sworld’s production capacity. Competition is based on a number of factors, such as price, product quality and service. Competition is based on a number of factors, such as price, product quality and service. Among our competitors are companies that are vertically-integrated (those that have their own raw material resources). Changes in the competitive landscape could make it difficult for us to retain our competitive position in various products and markets throughout the world. Our competitors with their own raw material resources may have a competitive advantage during periods of higher raw material prices. In addition, some of the companies with whom we compete may be able to produce products more economically than we can. Furthermore, some of our competitors have greater financial resources, which may enable them to invest significant capital into their businesses, including expenditures for research and development.

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 the Republic of Paraguay through the acquisition of Piedra Rica Mining S.A., Transandes Paraguay S.A., Trier S.A., and Metalicos Y No Metalicos S.R.L,S.R.L., 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. The Company has had communications and filings with the MOPC, whereby the MOPC is taking the position that certain concessions forming part of the Company’s Yuty Project and Alto Paraná Project are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect the Company’s continuing rights in those concessions. 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.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 3. 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 EmployeesEthics 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 theour Company or itsto our stockholders for monetary damages for all but certain types of conduct as directors and officers of the Company.officers. 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.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 American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) 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 139,815,124184,635,870 shares were issued and outstanding as of July 31, 2017.2020. 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 a Form S-3 shelf registration statement, which was declared effective on January 10, 2014 (the “2014 Shelf”), 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 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 our Company from time to time, at our discretion, of 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 July 31, 2017.

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

Our common stock is currently listed on the NYSE American.  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 American 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 American 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 American’s listing requirements; (v) if an issuer’s common stock sells at what the NYSE American considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE America,American, in its opinion, inadvisable.

If the NYSE American 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 1B. Unresolved Staff Comments

Not applicable

Item 2. Properties

General

At July 31, 2017,2020, we held mineral rights in uranium projects located in the U.S. States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay by way of federal mining claims, state and private mineral leases and mineral concessions. We also held a wholly-owned uranium processing facility located in the State of Texas, the Hobson Processing Facility, which processes material extracted from theour Palangana Mine.

We have prepared and will continue to prepare, from time to time, various technical reports (each, a “Technical Report”), in accordance with the provisions and requirements of National Instrument 43-101 Standards of Disclosure for Mineral Properties (“NI 43-101”), of the Canadian Securities Administrators (the “CSA”), respecting various of our mineral projects. Each of our Technical Reports have been and will continue to be filed by us on the public disclosure website of the CSA at www.sedar.com (“SEDAR”) as required by NI 43-101 and its companion policy and form. As also required by NI 43-101, each Technical Report is prepared by and authored by a qualified person as defined under NI 41-101.

As set forth and required by NI 43-101, each Technical Report may contain certain disclosure relating to mineral resource estimates and/or an exploration target for a subject mineral project. Such mineral resources, if any, have and will have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources and exploration targets, while recognized and required by Canadian regulations, are not defined terms under the SEC’s Industry Guide, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not and will not report them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in these categories will ever be converted into mineral reserves. These amounts have great uncertainty as to their existence and to their economic and legal feasibility. In particular, it should be noted that mineral resources, which are not mineral reserves, do not have demonstrated economic viability. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources or inferred mineral resources discussed in a Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in a Technical Report are economically or legally mineable. Exploration targets have a greater amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that exploration targets do not have demonstrated economic viability. It cannot be assumed that all or any part of the exploration target discussed in a Technical Report will ever be upgraded to a higher category, or if additional exploration will result in discovery of an economic mineral resource on the property.

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 uraniummineral projects, including theour Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uraniummineral projects for which we plan on utilizing ISR mining, such as the Palangana Mine.

Texas Processing Facility and Projects

The following map shows the location of our Hobson Processing Facility and main projects in Texas:

Hobson Processing Facility

Property Description and Location

The Hobson Processing Facility is a fully-licensed and permitted in-situ recovery or ISR uranium processing plant designed to process uranium-loaded resins from satellite ISR mining facilities to the final product, U₃O₈ or yellowcake. The Hobson Processing Facility was originally constructed in 1978 and served as a central processing site for several satellite ISR mining projects until 1996. It was completely refurbished in 2008 and, on December 18, 2009, we acquired the Hobson Processing Facility through the acquisition of South Texas Mining Venture, L.L.P.STMV.

The Hobson Processing Facility is located in Karnes County, Texas, on a 7.286-acre leased tract of land, approximately one mile south of the community of Hobson and about 100 miles northwest of Corpus Christi, Texas. The surface lease of the Hobson Processing Facility is for an initial term of five years commencing May 30, 2007, and thereafter so long as uranium, thorium and other fissionable or spatially associated substances are being processed or refined without cessation of more than five consecutive years.

The Hobson Processing Facility has a physical capacity to process two million pounds of U₃O₈ annually and is licensed to process up to one million pounds of U₃O₈ annually, which provides for the capacity to process uranium-loaded resins from a number of satellite ISR mining facilities in South Texas. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility acts as our central uranium processing site (the “hub”) for theour Palangana Mine and for future satellite ISR mines, including our Burke Hollow and Goliad Projects (the “spokes”), located within the South Texas Uranium Belt.

In January 2011 the Hobson Processing Facility began processing uranium-loaded resins received from the Palangana Mine upon commencement of uranium extraction in November 2010. Since then the Hobson Processing Facility has processed 578,000 pounds of uranium concentrates. During Fiscal 2016,2019, the Hobson Processing facility was in a state of operational readiness.

Uranium Processing System

Once the uranium-loaded resin from the satellite ISR mining facility is delivered to the Hobson Processing Facility by semi-trailer, the material is transferred and placed in a pressure vessel for elution which involves flushing with a brine solution. The uranium is stripped from the resin in a three-stage elution process and concentrated into a rich eluate tank, at which point the solution is analyzed for total uranium concentration. After the uranium is eluted from the resin, the resin is washed to remove excess brine solution, transferred back to the trailer and returned to the satellite ISR mining facility to again begin the cycle of capturing uranium from the wellfield, transport to the Hobson Processing Facility and subsequent elution.

The uranium-rich solution remaining at the Hobson Processing Facility after elution is agitated and chemicals are added to precipitate the uranium. In this precipitation process sulfuric acid is added to reduce the pH to between 2 and 3. Hydrogen peroxide (“H₂O₂”) is then added at the rate of 0.2 to 0.5 pounds of H₂O₂ per pound of uranium while maintaining the pH of the solution between two and three using sodium hydroxide. Once the precipitation reaction is complete the solution is allowed to set in order for the uranium to precipitate and settle to the bottom of the tank. The excess overflow is decanted to a storage tank or to the waste disposal system. All waste process solutions from the plant area report to a chemical waste storage tank and waste solutions are pumped to a Class I, non-hazardous, waste disposal well system.

The remaining material, at approximately 33% to 5% solids, is pumped to a filter press where the uranium is separated from the liquid. After the uranium, or yellowcake, has been filtered, fresh water is pumped through to remove the entrained salts, with the resulting liquids pumped to the fresh eluate makeup system or the waste disposal system. From the filter press the thickened yellowcake, at 5050% to 60 percent60% solids, is transferred to the drying package for drying and drumming. A zero-emissions vacuum dryer removes moisture from the yellowcake and a scrubber system removes these vapors from the dryer and discharges the gases to an exhaust stack. The dried yellowcake is packaged in 55 gallon55-gallon drums. Each drum is weighed, cleaned, surveyed and analyzed, after which it is transferred to a temporary yellowcake storage area at the Hobson Processing Facility. Once approximately one truckload is accumulated, theThe drums are then shipped to a third-party storage and sales facility.

Palangana Mine, Duval County, Texas

Property Description and Location

The Palangana Mine is located in Texas near the center of the extensive South Texas Uranium Trend.Belt. The Palangana Mine consists of multiple leases that would allow the mining of uranium by ISR methods while utilizing the land surface (with variable conditions), as needed, for mining wells and aboveground facilities for fluid processing and ore capture during the mining and groundwater restoration phases of the project. The Palangana Mine is situated in Duval County, Texas, and is located approximately 25 miles west of the town of Alice, 6six miles north of the town of Benavides, 15 miles southeast of the town of Freer and 12 miles southwest of the town of San Diego, as shown in the map below:

Mineral Titles

At July 31, 2017,2020, there were nine leases covering 6,987 acres at the Palangana Mine. PAA-1 is on the de Hoyos leases while PAA-2, PAA-3 and the Dome trend are on the Palangana Ranch Management, LLC lease. Bordering the east side of the Palangana Ranch Management, LLC lease is the White Bell Ranch lease, comprised of 1,006 acres, which contains the Jemison Fence and Jemison East trends. The fourth major lease is the Garcia/Booth property comprised of 1,278 acres which borders the east side of the De Hoyos property. Itproperty and contains the NE Garcia and SW Garcia trends.

Lease ownership is held by South Texas Mining Venture, L.L.P. (“STMV”),STMV, which is wholly-owned by the Company.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Topography, Elevation and Vegetation

Surface elevations at the Palangana Mine range from about 410 feet to 500 feet above sea level.

Climate and Length of Operating Season

The region’s subtropical climate allows uninterrupted, year-round mining activities. Temperatures during the summer range from 75°F to 95°F, although highs above 100°F are common while winter temperatures range from 45°F to 65°F. Humidity is generally over 85% year-round and commonly exceeds 90% during the summer months. Average annual rainfall is 30 inches.

Physiography

The dome area to the west of the PAA-1 and PAA-2 deposits is a concentric collapsed area with the surrounding landscape being hilly and elevated. Surface water generally drains away from the dome area although no prominent creeks or rivers are evident.

Access to Property

The Palangana Mine occurs in the South Texas Uranium Belt between San Antonio and Corpus Christi in Duval County. Corpus Christi, the largest nearby metropolitan district, is about 65 miles to the east of the Palangana Mine. Approximately halfway between San Diego and Freer on Texas Highway 44 is a turn-off to the south referred to as Ranch Road 3196 that runs directly through the property about eight miles from the turn-off. The road continues southward about six miles to the town of Benavides. Access is excellent, with major two lanetwo-lane roads connecting the three surrounding towns and unpaved secondary roads connecting to Palangana.

Surface Rights

The uranium leaseholders under most of the current leases have conveyed the surface rights under certain conditions of remuneration. These conditions essentially require payments for surface area taken out of usage.

Local Resources and Infrastructure

An entire infrastructure is in place including office buildings, access roads, electrical power and maintenance faculties. Each property has sources of water for drilling operations for both exploration and extraction drilling.

Manpower

A nearby workforce of field technicians, welders, electricians, drillers and pipefitters exists in the local communities. The technical workforce for facility operations from the area is sparse although ample qualified resources can be found in the South Texas area from the petrochemical industry.

History Priorprior to Acquisitionacquisition by Ourour Company

Uranium mineralization was discovered during potash exploration drilling of the Palangana Dome’s gypsum-anhydrite cap rock in 1952 by Columbia Southern Inc. (“CSI”), a subsidiary of Pittsburgh Plate Glass Corp.. CSI conducted active uranium exploration drilling on the property starting in March 1956. Records of CSI’s exploration work are unavailable, however, both CSI and the U.S. Atomic Energy Commission estimated underground mineable uranium mineralization. The only known details of the estimation method include a 0.15% eU₃O₈ cut-off grade, a minimum mining thickness of three feet, and widely spaced drilling on a nominal 200 foot200-foot exploration grid. Union Carbide acquired the Palangana property in 1958 and initiated underground mine development. Development work was quickly abandoned due to heavy concentrations of H₂S gas and Union Carbide dropped the property. Union Carbide reacquired Palangana in 1967 after recognizing that it would be amenable to exploitation by the emerging ISR mining technologies. During the 1960s and 1970s, Union Carbide drilled over 1,000 exploration and development holes and installed over 3,000 injection-extraction holes in a 31-acre lease block.

Union Carbide attempted an ISR operation from 1977 through 1979 using a push/pull injection/recovery system. Ammonia was used as the lixiviate that later caused some environmental issues with groundwater. About 340,000 pounds of U₃O₈ were produced from portions of a 31 acre31-acre wellfield area. The extraction pounds indicate a 32% to 34% recovery rate. The push/pull injection/recovery system was later proven to be less productive than well configurations or patterns of injection wells around a recovery well. Further, the wellfield was developed without any apparent regard to the geology of the deposit including disequilibrium. The Union Carbide ISR work was basically conducted at a research level in contrast to the current level of knowledge. The historic extraction area lies on the western side of the dome.

In 1981 Chevron Corporation acquired the Union Carbide leases and conducted their own resource evaluation. After the price of uranium dropped to under $10 per pound, General Atomics acquired the property and dismantled the processing plant in a property-wide restoration effort. Upon formal approval of the clean up by the Texas Natural Resources Conservation Commission and the United States Nuclear Regulatory Commission, the property was returned to the landowners in the late 1990’s. In 2005, Everest Exploration Inc. acquired the Palangana property and later joint ventured with Energy Metals Corp. (“Energy Metals”) through the formation of STMV. An independent consultant, Blackstone (2005), estimated inferred resources in an area now referred to as the Dome trend proximal to the dome on the west side north of the prior Union Carbide leach field. In 2006 and 2007 Energy Metals drilled approximately 200 additional confirmation and delineation holes. The PAA-1 and PAA-2 areas were found during this drilling program. In 2008 Energy Metals was acquired by Uranium One. During 2008 and 2009 the remaining holes on this project were drilled by Uranium One. During this time the five exploration trends to the east of the dome were identified and partially delineated. In December 2009 we acquired 100% ownership of STMV.

Geological Setting

South Texas geology is characterized by an arcuate belt of Tertiary fluvial clastic units deposited along the passive North American plate. These units strike parallel to the Gulf Coast between the Mexican border and Louisiana within an area known as the Mississippi Embayment. The uranium-bearing sedimentary units are primarily of fluvial origin and were deposited by southeasterly flowing streams and rivers. Uranium deposits are contained within fault-controlled roll-fronts in the Pliocene-agelower Pliocene-to-Miocene age Goliad Formation on the flank of the Palangana salt dome. The uranium mineralization in the Goliad Formation at Palangana occurs at a depth of approximately 220 to 600 feet below the surface.

Geological Model

Uranium mineralization in the South Texas Uranium Belt occurs as sandstone-hosted roll-front deposits. The deposits are strata-bound, elongate, and often, but not necessarily, occur in the classic “C” or truncated “C” roll configuration. They can be associated with an oxidation front or can be found in a re-reduced condition where an overprint of later reduction from hydrogen sulfide or other hydrocarbon reductant has seeped along faults and fractures. The uranium bearing sandstone units can themselves be separated into several horizons by discontinuous mudstone units, and separate roll-fronts and sub-rolls can occur in the stacked sandstone sequences.

The generally accepted origin of uranium mineralization in the Goliad Formation is from leaching of intraformational tuffaceous material or erosion of older uranium-bearing strata. The leached uranium was carried by oxygenated groundwater in a hexavalent state and deposited where a suitable reductant was encountered. The oxidation/reduction (redox) fronts are often continuous for miles, although minable grade uranium mineralization is not nearly as continuous. The discontinuous nature of uranium mineralization is often characterized as “beads on a string” and is due to sinuous vertical and lateral fluvial facies changes in the permeable sandstone host horizons, coupled with ground water movements and the presence or absence of reducing material.

Figure 2: Schematic view of a typical uranium roll-front configurationconfiguration.

The red area is the uranium mineralization deposited at the interface between the oxidized (up gradient)(up-gradient) sand shown in yellow and the reduced (down gradient)(down-gradient) sand shown in gray. The up gradientup-gradient sand has been altered by oxidizing groundwater that carried the uranium that was deposited in the roll-front at the oxidation/reduction (redox) interface. The uranium mineralization is hydrologically confined by an upper and lower confining layer of shale or mudstone. At wellfields, extraction (pumping) wells have been completed near the center of the roll-front and are fed lixiviate (leach solutions) by injection wells on each side of the front.

Mineralized Zones and Historical Drilling Results

As stated previously, mineralization does not occur in all of the Goliad sands nor does it persist in the same sand intervals across the dome area. On the west half of the dome near what is referred to as the Dome trend, Union Carbide developed the “C” sand zone. The NW Garcia and SE Garcia trends to the east of the dome also reside in the “C” sand zone. Also, to the east of the dome, the PAA-2 deposit, as well as the PAA-3 deposit, Jemison Fence and Jemison East trends all occur in the “E” sand, while the PAA-1 deposit occurs in the “G” sand. Within these mineralized horizons smaller roll frontsroll-fronts are evident that can be mapped as discrete bodies. Some of these bodies contain economic mineralization while others do not. The mineralized horizons occur as stacked intervals often separated by claystones. Generally, they overlap one another but there are differences making a concurrent, multiple-horizon recovery scenario not uniformly effective.

The table below summarizes the historical drilling results at the Palangana Mine prior to its acquisition by our Company on December 18, 2009:2009.

Trend	Total # DHs	Max. Depth (feet)	Avg. Depth (feet)	#of Mineralized Intervals	Interval Thickness Range (feet)	Interval Thickness Avg. (feet)
PAA-1	518	660	565	389	0.5 – 13.5	5.24
PAA-2	239	600	337.5	186	0.5 – 13.5	5.79
PAA-3	69	520	417	49	2.0 – 18.5	5.9
Jemison East	53	560	434	17	1.0 – 11.0	4.4
NE Garcia	186	600	344	158	0.5 – 20.0	4.6
SW Garcia	84	600	367	45	0.5 – 11.0	4.6
Dome	231	600	346	239	0.5 – 12.5	4.1

 

Trend		Total # DHs		Max. Depth (feet)		Avg. Depth (feet)		#of Mineralized Intervals		Interval Thickness Range (feet)		Interval Thickness Avg. (feet)
PAA-1		518		660		565		389		0.5 – 13.5		5.24
PAA-2		239		600		337.5		186		0.5 – 13.5		5.79
PAA-3		69		520		417		49		2.0 – 18.5		5.9
Jemison East		53		560		434		17		1.0 – 11.0		4.4
NE Garcia		186		600		344		158		0.5 – 20.0		4.6
SW Garcia		84		600		367		45		0.5 – 11.0		4.6
Dome		231		600		346		239		0.5 – 12.5		4.1

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Update to July 31, 20172020

 

Since commencing uranium extraction at the Palangana Mine in November 2010 to July 31, 2017,2020, the Hobson Processing Facility has processed 578,000 pounds of uranium concentrates extracted directly from the Palangana Mine utilizing ISR methods. A summary by PAA is provided below:

 

1) ●

PAA-1 commenced uranium extraction in November 2010 and remains fully-permitted. With 69 monitor wells already in place prior to our acquisition of the Palangana Mine, we drilled a total of 201 holes for well control facilities and wellfields including injection and extraction wells and infieldinfill drilling efforts. During Fiscal 2015,2020, Fiscal 20162019 and Fiscal 2017,2018, no additional infieldinfill drilling took place;

2) ●

PAA-2 commenced uranium extraction in March 2012 and remains fully-permitted. With 43 monitor wells already in place prior to our acquisition of the Palangana Mine, we drilled a total of 63 holes for well control facilities and wellfields including injection and extraction wells and infieldinfill drilling efforts. During Fiscal 2015,2020, Fiscal 20162019 and Fiscal 2017,2018, no additional infieldinfill drilling took place;

3) ●

PAA-3 commenced uranium extraction in December 2012 and remains fully-permitted. We drilled a total of 345 holes for mineral trend exploration and delineation, monitor wells, well control facilities and wellfields including injection and extraction wells and infieldinfill drilling efforts. During Fiscal 2015,2020, Fiscal 20162019 and Fiscal 2017,2018, no additional infieldinfill drilling took place;

4) ●

PAA-4 permitting was completed and approved in November 2014, including the approval of the aquifer exemption in March 2015. The Mine Area Permit boundary was expanded to 8,722 acres from 6,200 acres to include PAA-4. Wellfield design is being finalized in preparation for installment of the first module inside PAA-4. During Fiscal 2015 we drilled five holes for a total of 214 holes for mineral trend exploration, delineation and monitor wells. All monitor wells were sampled for baseline parameters and a pumping test has been completed; and

5) ●

PAA-5 and PAA-6 mine area expansion application was approved in November 2014. We drilled a total of 46 holes at PAA-5 and PAA-6 for mineral trend exploration and delineation and a monitor well. During Fiscal 2015,2020, Fiscal 2016 and2019, Fiscal 2017,2018, no additional drilling took place.

 

During Fiscal 20172020, Fiscal 2019 and Fiscal 2016,2018, we reduced operations at the Palangana Mine to capture residual uranium only.  As a result, no material amount of U₃O₈ was processed at the Hobson Processing Facility.

 

During Fiscal 2015, uranium extraction at PAA-1, 2 and 3 operated atIn September 2013 we implemented a reduced pace since implementing our strategic plan in September 2013 to align our operations to a weak uranium 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. As a consequence, U₃O₈ pounds extracted from the Palangana Mine and processed at the Hobson Processing Facility decreased significantly during Fiscal 2015.  The2015 compared to prior years, and there have been no material amount of uranium extracted from the Palangana Mine from Fiscal 2017 to Fiscal 2020.

During Fiscal 2015 the Hobson Processing Facility processed finished goods representing 18,000 pounds of U₃O₈ during Fiscal 2015 (Fiscal 2014: 43,000 pounds; Fiscal 2013: 194,000 pounds; and Fiscal 2012: 198,000 pounds) extracted solely from the Palangana Mine.  Based on the Company’sour estimate of mineralized materials in PAA 1, 2 and 3, over which an average mining grade of 0.135% has been established, cumulative recovery since the commencement of uranium extraction in November 2010 to July 31, 20162020 was 44% (July 31, 2015: 44%; July 31, 2014: 43%; July 31, 2013: 40%; and July 31, 2012: 31%).

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The following table summarizes the drill holes completed by ourthe Company from December 18, 2009, the date of the Company’sour acquisition of STMV, to July 31, 2017:2020:

 

Trend	Total # DHs	Max. Depth (feet)	Avg. Depth (feet)
PAA-1	201	610	541
PAA-2	63	370	305
PAA-3	345	620	396
PAA-4	214	640	436
PAA-5	40	520	370
SW Garcia	6	620	568
Dome	56	500	355

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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 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 extracting mineralized materials at the Palangana Mine without having established proven and 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.

 

Burke Hollow Project, Bee County, Texas

 

Property Description and Location

 

TheOur Burke Hollow Project is comprised of two leases covering 19,335 acres located in Texas nearalong the northeasteastern, down-dip side end of the extensive South Texas Uranium trend.Belt. These leases allow for the mining of uranium by ISR methods while utilizing the land surface (with variable conditions) as needed, for mining wells and aboveground facilities for fluid processing and uranium extraction during the mining and groundwater restoration phases of the project. The Burke Hollow Project area is about 18 miles southeast of the town of Beeville, is located on the western side of US 77 and is located northeast of US 181 which links with US 59 in Beeville. The nominal center of the Burke Hollow Project lease is located at latitude 28.2638 and longitude -97.5176. Site drilling roads are entirely composed of caliche and gravel, allowing for access for trucks and cars in most weather conditions. Four-wheel drive vehicles may be needed during high rainfall periods.

Virtually all mining in Texas is on private lands with leases negotiated between mining companies and each individual land/mineral owner. The Burke Hollow Project consists of two leases, one lease dated February 21, 2012, comprised of 17,510 acres, with Thomson-Barrow Corporation as mineral owner and Burke Hollow Corporation as surface owner, and the other dated December 15, 2012, comprised of 1,825 acres, with a separate owner. The leases are paid-up leases for a primary term of five years and allow for an extension term of an additional five years and so long thereafter as uranium or other leased substances are being produced. The leases have various stipulated fees for land surface alterations, such as per well or exploration hole fees (damages). The primary lease stipulation is the royalty payments as a percentage of production. Because the leases are negotiated with a private land and mineral owners and none of the property is located on government land, some of the details of the lease information and terms are considered confidential.

 

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There are no known environmental liabilities associated with the Burke Hollow property. The CompanyProject. We currently hashave an exploration permit for their work in Bee County from the Texas Railroad Commission (the “TRC”(“TRC”).

 

Prior to any mining activity at the Burke Hollow Project, we would be required to obtain a Radioactive Materials License,RML, a large area Underground Injection Control (“UIC”)UIC Mine permit and a PAA permit for each wellfield developed for mining within the Mine Permit area. In addition, a waste disposal well would, if needed, would require a separate UIC Permit.Mine permit. These permits would be issued by Texas regulatory agencies.

 

The TRC requires exploration companies to obtain exploration permits before conducting drilling in any area. The permits include standards for the abandonment and remediation of test bore holes. The standards include that ASTM type 1 neat-cement be used in the plugging of test bore holes, the filling and abandonment of mud pits, and the marking of bore holes at the surface. Remediation requirements are sometimes specific to the area of exploration and may include segregation, storage, and re-covering with topsoil, re-grading, and re-vegetation. Potential future environmental liability as a result of the mining must be addressed by the permit holder jointly with the permit granting agency. Most permits now have bonding requirements for ensuring that the restoration of groundwater, the land surface and any ancillary facility structures or equipment is properly completed. If the Burke Hollow Project reaches economic viability in the future, we would need to complete a number of required environmental baseline studies such as cultural resources (including archaeology), socioeconomic impact and soils mapping. Flora and fauna studies will need to be conducted as will background radiation surveys.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Burke Hollow Project is situated in the interior portion of the Gulf Coastal Plain physiographic province. The area is characterized by rolling topography with parallel to sub-parallel ridges and valleys. There is about 47 feet of relief at the site with ground surface elevations ranging from a low of 92 feet to a high of 139 feet above mean sea level. The leased property for the Burke Hollow Project is used mostly for petroleum production, cattle ranching and game management. Access by vehicular traffic is provided from Hwy. 77 to the property.

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The property is in a rural setting in southeastern Bee County. The nearest population centers are Skidmore, approximately 11 miles west, Refugio about 15 miles east, and Beeville, approximately 18 miles northwest. While Skidmore and Refugio are relatively small towns, they provide basic needs for food and lodging and some supplies. Beeville is a much larger city and provides a well-developed infrastructure that has resulted from being a regional center to support oil and gas exploration and production. The Burke Hollow Project site area has good accessibility for light to heavy equipment. There is an excellent network of county, state and federal highways that serve the region and the moderate topography with dominantly sandy, well-drained soils provide good construction conditions for building gravel site roads necessary for site access. Water supply in the project area is from private water wells, mostly tapping sands of the upper Goliad Formation. Water needs for potential future pre-extraction activities would be from the same sources.

 

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Bee County has a climate characterized by long, hot summers and cool to warm winters. The moderate temperatures and precipitation result in excellent conditions for developing an ISR mine. The average annual precipitation is about 32 inches with the months from November to March normally the driest and May through October typically having more precipitation due partly to more intense tropical storms. From June through September the normal high temperatures are routinely above 90 degrees Fahrenheit, while the months from December through February are the coolest with average low temperatures below 50 degrees Fahrenheit. Periods of freezing temperatures are generally quite brief and infrequent. Tropical weather from the Gulf of Mexico can occur during the hurricane season and may affect the site area with largeheavy rain storms. The infrequent freezing weather and abnormally largeheavy rainfalls are the primary conditions that could cause temporary shutdowns at an operating ISR mine. Otherwise there is not a regular non-operating season.

 

The necessary rights for constructing the needed surface processing facilities are in-place on selected lease agreements. Sufficient electric power is believed to be available in the area, however new lines may be needed to bring additional service to a plant site and well fields. Within a 20 mile20-mile radius of the planned Burke Hollow facility there is sufficient population to supply the necessary number of suitable mining personnel.

 

History

 

The earliest historic uranium exploration at the Burke Hollow Project was the drilling of five exploration holes completed on the Welder lease by Nufuels (Mobil) in 1982. Oxidation/reduction interfaces were intercepted in two of the holes and oxidized tails were logged in three of the holes. In 1993 Total Minerals conducted a short reconnaissance exploration drilling program and completed a total of 12 exploration holes of which 11 intersected anomalous gamma ray log signatures indicative of uranium mineralization. The resulting 12 log files include good quality electric logs, with each log file containing a detailed lithological report based on drill hole cuttings prepared by Total Mineral’s field geologists who were supervising and monitoring the drilling activity contemporaneously.

 

All of the boreholes were drilled using contracted truck-mounted drilling rigs. The holes were drilled by conventional rotary drilling methods using drilling mud fluids. All known uranium exploration at the Burke Hollow Project has been conducted with vertical drill holes. Drill cuttings were typically collected from the drilling fluid returns circulating up the annulus of the borehole. These samples were generally taken at five foot intervals and laid out on the ground in consecutive rows of twenty by the drill crew for review and description by a geologist. Upon completion, the holes were logged for gamma ray, self-potential, and resistance by contract logging companies. Century Geophysical was the logging company utilized by both Nufuels and Total Minerals, and Century Geophysical provided primarily digital data. A tool recording down-hole deviation was also utilized for each of the holes drilled.

 

This description of previous exploration work undertaken at the Burke Hollow Project is based primarily on gamma ray and electric logs along with several small maps and cross-sections constructed by Total Minerals.

 

The historic data package obtained by us for a portion of the current Burke Hollow Project area provided the above described information. Based on the very limited number of drill holes, no meaningful resource or reserve determination was made by either Nufuels or Total Minerals. The actual drilling and geophysical logging results, however, have been determined to be properly conducted to current industry standards and usable by our exploration staff in their geologic investigation.

 

The only historic work relating to uranium exploration or mining is the early exploration work done by Nufuels in 1982 and by Total Minerals in 1993 as described above. There has been no known ownership of the Burke Hollow property by a mining company and no prior ownership or changes in ownership for the property are not known by theour Company or are relevant to the project.

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Geological Setting

 

Regional Geology

 

The Burke Hollow Project area is situated within the Texas Gulf Coastal Plain physiographic province that is geologically characterized by sedimentary deposits that typically dip and thicken toward the Gulf of Mexico from the northwest source areas. Additionally, the regional dip generally increases with distance in the down dip direction as the overall thickness of sediments increase. The sedimentary units are dominantly continental clastic deposits with some underlying near shore and shallow marine facies. The uranium-bearing units of South Texas are virtually all sands and sandstones in Tertiary formations ranging in age from Eocene (oldest) to Lower Pliocene (youngest). At Burke Hollow, deposits are hosted by the Goliad Formation of Lower Pliocene to Miocene age.

 

The Project area, located about 18 miles southeast of Beeville, which is the county seat of Bee County, is situated in the major northeast-southwest trending Goliad Formation of fluvial origin. The Geologic Atlas of Texas, Beeville-Bay City Sheet (Texas Bureau of Economic Geology, Revised 1987), indicates that a thin layer of Pleistocene-aged Lissie Formation overlies the Miocene Goliad Formation. The Lissie Formation unconformably overlies the Goliad Formation, and consists of unconsolidated deposits of sand, silt, and clay, with minor amounts of gravel. The thickness of the Lissie Formation in the Project area ranges from approximately 35 feet on the western edge to a maximum of 70 feet in thickness on the down-dip eastern edge of the Project area. The map below shows the surface geology at the Burke Hollow Project.

The Goliad Formation was originally classified as Pliocene in age, but the formation has been reclassified as early Pliocene to middle Miocene after research revealed the presence of indigenous Miocene-aged mega-fossils occurring in upper Goliad sands. The lower Goliad fluvial sands are correlative with down-dip strata containing benthic foraminifera, indicative of a Miocene age (Baskin and Hulbert, 2008, GCAGS Transactions, v. 58, p. 93-101). The Geology of Texas map published by The Bureau of Economic Geology in 1992 classifies the Goliad as Miocene.

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Relevant earlier literature described the Goliad Formation as Pliocene-aged, including the Geologic Atlas of Texas, Beeville-Bay City Sheet (Bureau of Econ. Geol, revised 1987), and The Geology of Texas, Volume I (No. 3232, 1932, Texas Bureau of Econ. Geology).

Local and Property Geology

 

The uranium-bearing sands of the Goliad Formation at the Projectproject site occur beneath a thin layer of Lissie Formation sand, silt, clay, and gravel, which covers most of the Projectproject area with a total thickness of approximately 35 feet on the western side to approximately 70 feet thickness on the downdip eastern side of the Project.project. The Goliad Formation underlies the Lissie and is present at depths ranging from 35 feet to approximately 1,050 feet in depth on the eastern side of the property. The Company hasWe have determined that uranium mineralization discovered to date occurs within at least four individual sand units in the Upper Goliad at depths generally ranging from 160 feet to 500 feet, and within two deeper sand units in the Lower Goliad located between 900 feet to 950 feet in depth.

 

The Goliad sand is one of the principal water-bearing formations in Bee County capable of yielding moderate to large quantities of fresh to slightly saline water in the south half of Bee County, which includes the Projectproject area.

 

The hydrogeological characteristics of the water-bearing Goliad sands at the Burke Hollow Project have not yet been determined, but required hydrogeological tests will determine the hydraulic character of the sands and the confining beds separating the individual sand zones. Information regarding the water-bearing characteristics of the Goliad sands from aquifer tests of a city of Beeville and aRefugio City of Refugio supply wellwells (O.C. Dale, et al., 1957) reported an average coefficient of permeability of about 100 gallons per day per square foot. This would be the equivalent coefficient of transmissivity of approximately 2,500 gallons per day per foot for a 25-foot thick sand. It is likely that the uranium bearinguranium-bearing mineralized sand zones at the Burke Hollow Project will have similar hydraulic characteristics.

 

There are at least two northeast-southwest trending faults at the Burke Hollow propertyProject that are likely related to the formation of the uranium mineralization. These faults are shown at a depth of approximately 3,500 feet below ground surface based on petroleum industry maps and extend upward into the Goliad Formation. The northwesterly fault is a typical Gulf Coast normal fault, downthrown toward the coast, while the southeastern fault is an antithetic fault downthrown to the northwest, forming a graben structure. The presence of these faults is likely related to the increased mineralization at the site. The faulting has probably served as a conduit for reducing waters/gases migrating from deeper horizons as well as altering the groundwater flow system in the uranium-bearing sands.

 

Mineralization

 

The Burke Hollow Project uranium-bearing units occur as multiple roll-front type deposits in vertically stacked sands and sandstones. Groundwater flowing from northwest to southeast in the Goliad sands likely contained low concentrations of dissolved uranium resulting from oxidizing conditions and the relatively short distance from the recharge area. The geochemical conditions in the sands near the Projectproject changed from oxidizing to reducing due to an influx of reductants. Hydrogen sulfide and/or methane dissolved in groundwater are likely sources for creating a reduction-oxidation boundary in the area with consequent precipitation and concentration of uranium mineralization.

 

Specific identification of the uranium minerals has not yet been determined at the Burke Hollow Project. The very fine uranium minerals found coating quartz grains and within the interstices in most southSouth Texas sand and sandstone roll-front deposits has generally been found to be dominantly uraninite and, to a lesser extent, coffinite. No uraninite has been identified on the Burke Hollow Project and the presence of uraninite on other properties does not mean that such mineralization will be found at the Burke Hollow Project. Detailed petrographic examination of disseminated uranium mineralization within sands/sandstones is generally not suitable for identification of the specific uranium minerals. Laboratory equipmentanalysis such as x-ray diffraction units may be used to identify the minerals, however, the specific mineral species typically found in reduced sands are generally similar in southSouth Texas ISR projects and leaching characteristics are also similar. Based on the experience of the ISR mines throughout southSouth Texas, the use of gamma-ray logging with a calibrated logging probe has become the standard method to determine the thickness and estimated grade of uranium bearing minerals.

 

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At the Projectproject site the Goliad Formation is located near the surface underlying the Lissie Formation, and extends to depths exceeding 1,050 feet on the eastern side of the property. Uranium mineralization discovered to date occurs in multiple sand/sandstone units that are all below the saturated zone. These are the Goliad Lower A sand, the Goliad Upper B sand, the Goliad Lower B sand and the Goliad D sand. The sands are fluvial-deltaic in origin, and thicken and thin across the project site. Each zone is hydrologically separated by clay or silty clay beds. The uranium deposits discovered to date range from several feet to over 30 feet in thickness. The C-shaped configuration is typically convex in a downdipdown-dip direction with tails trailing on the updipup-dip side.

 

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Update to July 31, 20172020

 

During Fiscal 2017

During Fiscal 2017, 1032020, a total of 26 exploration holes and 21 cased monitor wells totaling 44,48021,069 feet were drilled at the Burke Hollow Project to depths ranging from a minimum of 420400 feet to a maximum 480500 feet, with an average depth of 432448 feet. As ofCumulative to July 31, 2017,2020, a total of 678729 exploration holes and 107 monitor wells totaling 316,000386,034 feet have been drilled to depths ranging from a minimum of 160 feet to a maximum of 1,100 feet, with an average depth of 466459 feet.

 

As atof July 31, 2017,2020, a total of 30 regional baseline monitor wells have been installed in order to establish baseline water quality in both the Goliad Lower A and Goliad Lower B sands. Additionally, a total of 72 cased monitor wells were installed in the area which will constitute PAA-1 at Burke Hollow. With respect to permitting, a preoperationalpre-operational groundwater characterization sampling program from the drilling of the regional baseline monitor wells was completed in February 2014.  A drainage study of the proposed license boundary was completed in January 2013 and encompasses the first three production areas.  Archeology, socioeconomic and ecology studies for the Projectproject were all completed by December 2013. Two Class I disposal well applications were submitted and final permits were issued by the TCEQ in July 2015. The final Mine Area Permit was issued by the TCEQ in December 2016 and an Aquifer Exemption was approved by the EPA in March 2017. A Radioactive Material License application remains under technical reviewThe final RML was issued by the TCEQ. TCEQ in February 2019.

 

An earlier Technical Report dated February 27, 2013 for the Burke Hollow Project was prepared in accordance with the provisions of National InstrumentNI 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”) by Thomas A. Carothers, P.G., a consulting geologist, and filed by our Companyus on the public disclosure website of the Canadian Securities Administrators (the “CSA”) atwww.sedar.com.SEDAR. An Updated Technical Report, dated October 6, 2014, was prepared in accordance with the provisions of NI 43-101 by Andrew W. Kurrus III, P. G., with Clyde L. Yancey, P.G., serving as the Qualified Person. As required byPerson under NI 43-101, the Technical Report contains certain disclosure relating to inferred mineral resource estimates and an exploration target for the Company’s Burke Hollow Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources and exploration targets, while recognized and required by Canadian regulations, are not defined terms under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources, which are not mineral reserves, do not have demonstrated economic viability. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources or inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the Technical Report are economically or legally mineable. Exploration targets have a greater amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that exploration targets do not have demonstrated economic viability. It cannot be assumed that all or any part of the exploration target discussed in the Technical Report will ever be upgraded to a higher category, or if additional exploration will result in discovery of an economic mineral resource on the property.41-101.

 

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 the Burke Hollow Project. 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.

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Goliad Project, Goliad County, Texas

Property Description and Location

 

The Goliad Project is comprised of 9nine leases covering 995 acres995-acres located in Texas near the northeast end of the extensive South Texas Uranium Trend. The Goliad Project consists of multiple leases that would allow the mining of uranium by ISR methods while utilizing the land surface (with variable conditions), as needed, for mining wells and aboveground facilities for fluid processing and ore capture during the mining and groundwater restoration phases of the Project. The Goliad Project area is about 14 miles north of the town of Goliad and is located on the east side of US route 77A/183, a primary highway that intersects with US 59 in Goliad and IH-10 to the north. The approximate center of the Project area is 28° 52’ 7” N latitude, 97° 20’ 36” W longitude. Site drilling roads are mostly gravel based and allow reasonable weather access for trucks and cars. Four-wheel drive vehicles may be needed during high rainfall periods. A location map for the Goliad Project is shown below:

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Virtually all mining in Texas is on private lands with leases negotiated with each individual landowner/mineral owner. Moore Energy Corporation (“Moore Energy”) obtained leases for exploration work in the Projectproject area in the early 1980s and completed an extensive drilling program resulting in a historic uranium mineral estimate in 1985. We obtained mining leases from individuals and by assignment from a private entity in 2006.

 

At July 31, 2017, we held 9nine leases ranging in size from 42 acres42-acres to 253 acres,253-acres, for a total of 995 acres.995-acres. The majority of the leases have starting dates in 2005 or 2006 with an initial term of five years and a five-year renewal option. The various lease fees and royalty conditions are negotiated with individual lessors and terms may vary from lease to lease. We have amended the majority of the leases to extend the time period for an additional five years past the five-year renewal option period.

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No historic uranium mining is known to have occurred on any of the Goliad Project lease properties and only state permitted uranium exploration drilling has taken place. There are believed to be no existing environmental liabilities at the property leases. Prior to any mining activity at the Goliad Project, we are required to obtain a Radioactive Materials License,RML, a large area Underground Injection Control Mine Permit and a PAA Permit for each wellfield developed for mining within the Mine Permit area. In addition, a waste disposal well will, if needed, require a separate UIC Permit.Mine permit. These permits will be issued by Texas regulatory agencies. The current drilling and abandonment of uranium exploration holes on any of the leases is permitted by the Texas Railroad Commission.TRC. Potential future environmental liability as a result of the mining must be addressed by the permit holder jointly with the permit granting agency. Most permits now have bonding requirements for ensuring that the restoration of groundwater, the land surface and any ancillary facility structures or equipment is properly completed.

 

Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Goliad Project area is situated in the interior portion of the Gulf Coastal Plain physiographic province. The area is characterized by rolling topography with parallel to sub-parallel ridges and valleys. There is about 130 feet of relief at the site with ground surface elevations ranging from a low of 150 feet to a high of 280 feet above mean sea level. The leased property for the Goliad Project is used mostly for livestock grazing pasture and woodland. The overall property area is shown as having a Post Oak Woods, Forest and Grassland Mosaic vegetation/cover type.

 

The site property is accessed from combined route US 77A/183 that trends north-south to the west of the property. Highway FM 1961 intersects with 77A-183 at the crossroad town of Weser. Highway FM 1961 to the east of the intersection trends along the south side of the property. Access from either of these roads into the property is via vehicular traffic on private gravel roads.

 

The property is in a rural setting at the north end of Goliad County. The nearest population centers are Goliad (14 miles south), Cuero (18 miles north) and Victoria (about 30 miles east). While Goliad and Cuero are relatively small towns, they provide basic needs for food and lodging and some supplies. Victoria is a much larger city and provides a well-developed infrastructure that has resulted from being a regional center to support oil and gas exploration and production. The Goliad Project site area generally has very good accessibility for light to heavy equipment. There is an excellent network of county, state and federal highways that serve the region and the moderate topography, with dominantly sandy, well-drained soils, provides good construction conditions for building gravel site roads necessary for site access.

 

The climate in Goliad County is mild with hot summers and cool to warm winters. The moderate temperatures and precipitation result in excellent conditions for developing an ISR mine. Periods of freezing temperatures are generally very brief and infrequent. Tropical weather from the Gulf of Mexico can occur during the hurricane season and may affect the site area with large rain storms.heavy rainfall. The periodic freezing weather and abnormally large rainfallsheavy rainfall are the primary conditions that can cause temporary shutdowns. Otherwise there is not a regular non-operating season.

 

The necessary rights for constructing needed surface processing facilities are in-place on selected lease agreements. Sufficient electric power is believed to be available in the area; however, new lines may be needed to bring additional service to the plant site and wellfields. We believe that within a 30 mile30-mile radius of the planned Goliad Project facility there is located sufficient population to supply the necessary number of suitable mining personnel.

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History

 

Ownership History of the Property

 

The Goliad Project site is located in the north-central portion of Goliad County to the east and north of the intersection of U.S. Routes 77A/183 and Farm to Market Route 1961. There has been a long history of oil and gas exploration and production in the area and oil and gas is still a primary part of the economy for the relatively lightly populated county. In the period from October 1979 to June 1980, as a part of a large oil, gas and other minerals lease holding (approximately 55,000 acres), Coastal Uranium utilized the opportunity to drill several widely spaced exploration holes in the region. There were reported to be eight holes drilled at or near the Goliad Project area.

 

In the early 1980s Moore Energy obtained access to review some of the Coastal StatesUranium wide-spaced drilling exploration data. The review resulted in Moore Energy obtaining several leases from Coastal Uranium, including several of the current Goliad Project leases. During the period from March 1983 through August 1984, Moore Energy conducted an exploration program in the Goliad Project area. No further drilling was done at the Goliad Project area until we obtained the leases through assignment from a private entity and from individual mineral owners.

 

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Exploration and Pre-ExtractionPre-extraction Work Undertaken

 

This description of previous exploration and pre-extraction work undertaken at the Goliad Project is based primarily on electric logs and maps produced by Moore Energy during the period 1983 to 1984. Moore Energy completed 479 borings on various leases. Eight widespread exploration borings were completed by Coastal Uranium in 1980. We obtained leases through an assignment from a private entity in 2006 and from individual mineral owners thereafter and began confirmation drilling in May 2006.

 

In December 2010, the TCEQ approved the mine permit and the production area authorization for PAA-1 and granted the request for the designation of an Exempt Aquifer for the Company.us. In December 2011, a Radioactive Material LicenseRML was issued by the TCEQ. All other state-level permits and authorizations have been received including a Class III Injection Well Permit (Mine Permit), two Class I Injection Well Permits (disposal well permits), a PAA for its first production area, a Permit by Rule (air permit exemption) and an Aquifer Exemption for which our Companywe received concurrence from the regional EPA.

 

A Technical Report, dated March 7, 2008 for the Goliad Project, prepared in accordance with the provisions of NI 43-101, was completed by Thomas A. Carothers, P.G., a consulting geologist, and filed by the Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. As required by NI 43-101, the Technical Report contains certain disclosure relating to measured, indicated and inferred mineral resource estimates for our Company’s Goliad Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Measured mineral resources, indicated mineral resources and inferred mineral resources, while recognized and required by Canadian regulations, are not defined terms under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources, which are not mineral reserves, do not have demonstrated economic viability. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources or inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources or inferred mineral resources referred to in the Technical Report are economically or legally mineable.

Geological SettingSEDAR.

 

Geological Setting

Regional Geology

 

The Goliad Project area is situated in the Texas Gulf Coastal Plain physiographic province that is geologically characterized by sedimentary deposits that typically dip and thicken toward the Gulf of Mexico from the northwest source areas. Additionally, the regional dip generally increases with distance in the down dip direction as the overall thickness of sediments increase. The sedimentary units are dominantly continental clastic deposits with some near shore and shallow marine facies. The uranium-bearing units are virtually all sands and sandstones in Tertiary formations ranging in age from Eocene (oldest) to Upper Miocene (youngest).

 

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Local and Property Geology

 

The surface of the property is all within the outcrop area of the Goliad Formation (Figure 4-3). The mineralized units are sands and sandstone within the Goliad Formation and are designated by us as the A through D sands from younger (upper) to older (lower), respectively. The sand units are generally fine to medium grained sands with silt and varying amounts of secondary calcite. The sand units vary in color depending upon the degree of oxidation-reduction and could be from light brown-tan to grays.greys. The sandssand units are generally separated from each other by silty clay or clayey silts that serve as confining units between the sand units.

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The Goliad Formation at the Projectproject site occurs from the surface to a depth of about 500 feet. Depending upon the land surface elevation, groundwater occurs in the sands of the formation below depths of about 30 to 60 feet. The four sand/sandstone zones (A-D) designated as containing uranium mineralization at the site are all considered to be a part of the Gulf Coast Aquifer on a regional basis. At the project area, however, each zone is a hydrogeologic unit with similar but variable characteristics. The A Zone is the uppermost unit and based on resistance logs groundwater in this unit may be unconfined over portions of the site. The three deeper zones are confined units with confining clays and silts above and below the water-bearing unit.

 

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Groundwater from sands of the Goliad Formation is used for water supplies over much of the northern portion of Goliad County. Water quality in the Goliad Formation is variable and wells typically can yield small to moderate amounts of water. Data indicates an approximate average hydraulic conductivity of the water-bearing zones of the Goliad Formation in Goliad County is 100 gallons per day per square foot. Based on this value, a 20 foot20-foot sand unit would have an approximate transmissivity of 2,000 gallons per day. With sufficient available drawdown properly completed ISR wells could have average yields in the range of 25 to 50 gallons per minute.

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The site area structures include two faults that intersect and offset the mineralized units. These faults are normal, with one downthrown toward the coast and one downthrown toward the northwest. The fault throws range from about 40 to 80 feet.

 

Project Type

 

The Goliad uranium projectProject is characteristic of other known Goliad sand/sandstone deposits in southSouth Texas. The mineralization occurs within fluvial sands and silts as roll frontroll-front deposits that are typically a “C” or cutoff “C” shape. The roll frontsroll-fronts are generally associated with an extended oxidation-reduction boundary or front.

 

The other Goliad projects in the region include the Palangana Mine, the Kingsville Dome mine southeast of Kingsville, the Rosita mine west of Alice, the MestenaMesteña Alta Mesa mine in Brooks County and the former Mt. Lucas mine at Lake Corpus Christi. These mines are all located south of the Goliad Project from about 60 to 160 miles. The average tons and uranium grade information for these mines is not known, but all these ISR projects mining Goliad Formation sand units have been very successful with the following characteristics in common: excellent leaching characteristics rate and favorable hydraulic conductivity of host sands.

 

At the Goliad Project there are four stacked mineralized sand horizons (A-D) that are separated vertically by zones of finer sand, silt and clay. Deposition and concentration of uranium in the Goliad Formation likely resulted due to a combination of leaching of uranium from volcanic tuff or ash deposits within the Goliad Formation or erosion of uranium-bearing materials from older Oakville deposits. The leaching process occurred near the outcrop area where recharge of oxidizing groundwater increased the solubility of uranium minerals in the interstices and coating sand grains in the sediments. Subsequent downgradient migration of the soluble uranium within the oxygenated groundwater continued until the geochemical conditions became reducing and uranium minerals were deposited in roll frontroll-front or tabular bodies due to varying stratigraphic or structural conditions.

 

There are at least two northeast-southwest trending faults at the Goliad property that are likely related to the formation of the Goliad Project mineralization. The northwesterly fault is a typical Gulf Coast normal fault, downthrown toward the coast, while the southeastern fault is downthrown to the northwest, forming a graben structure. Both faults are normal faults. Throw on the northwest fault is about 75 feet and the southeast fault has about 50 feet of throw. The presence of these faults is likely related to the increased mineralization at the site. The faulting has probably served as a conduit for reducing waters/gases to migrate from deeper horizons as well as altering the groundwater flow system in the uranium-bearing sands.

 

Mineralization

 

The Goliad Project uranium-bearing units occur as multiple roll frontroll-front type structures in vertically stacked sands and sandstones. Groundwater flowing from northwest to southeast in the Goliad sands likely contained low concentrations of dissolved uranium resulting from oxidizing conditions and the relatively short distance from the recharge area. The geochemical conditions in the sands near our property changed from oxidizing to reducing due to an influx of reductants. Hydrogen sulfide and/or methane dissolved in groundwater are likely sources of creating a reduction-oxidation boundary in the area with consequent precipitation and concentration of uranium mineralization.

 

Specific identification of the uranium minerals has not been donedetermined at the Goliad Project. The very fine uranium minerals found coating quartz grains and within the interstices in most southSouth Texas sand and sandstone roll-front deposits has generally been found to be dominantly uraninite. No uraninite has been identified on the Goliad Project and the presence of uraninite on other properties does not mean that such mineralization will be found on the Goliad Project. Detailed petrographic examination of disseminated uranium mineralization within sands/sandstones is generally not suitable for identification of the specific uranium minerals. Laboratory equipment such as x-ray diffraction units may be used to identify the minerals, however, the specific mineral species typically found in reduced sands are generally similar in southSouth Texas ISR projects and leaching characteristics are also similar. Based on the experience of the ISR mines throughout south Texas, the use of gamma-ray logging with a calibrated logging probe has become the standard method to determine the thickness and estimated grade of uranium bearing minerals.

 

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At the projectGoliad Project site the Goliad Formation is exposed at the surface and extends to depths exceeding 500 feet. Uranium mineralization occurs in four sand/sandstone units that are all below the saturated zone. The zones are designated A to D from the top to the bottom of the sequence. The sands are fluvial-deltaic in origin, and thicken and thin across the Project site. Each zone is hydrologically separated by 10 to 50 feet or more of clay or silty clay. The uranium deposits are tabular in nature and can range from about one foot to over 45 feet in thickness. The “C” shaped configuration is typically convex in a downdip direction with leading edge tails on the upper end. Most of the exploration and delineation holes with elevated gamma ray log anomalies are situated within a southwest-northeast trending graben and most of the gamma ray anomaly holes are situated along the northernmost of the two faults comprising the graben. This northernmost fault is downthrown to the southeast, which is typical for the majority of faults along the Texas coastal area.

 

Leach Amenability

 

Mineral processing or metallurgical testing was not reported as being conducted on any of the samples drilled or recovered during the Moore Energy exploration in the mid-1980s. We submitted selected core samples from our core hole # 30892-111C to Energy Laboratories, Inc. in Casper, Wyoming, in January 2007. These samples from the Goliad Project were sent to the laboratory for leach amenability studies intended to demonstrate that uranium mineralization at the property was capable of being leached using conventional in situ leach chemistry. The tests do not approximate other in-situ variables (permeability, porosity, and pressure) but provide an indication of a sample’s reaction rate and the potential chemical recovery.

 

Split sections of core were placed in laboratory containers and a lixiviate solution with 2.0 grams per liter HCO₃ (NaHCO₃) and either 0.50 or 0.25 g/L of H₂O₂ (hydrogen peroxide) was added to each test container. The containers were then rotated at 30 rpm for 16 hours. The lixiviate was then extracted from each test container and analyzed for uranium, molybdenum, sodium, sulfate, alkalinity (bicarbonate, carbonate), pH and conductance. A clean charge of lixiviate was added and the container rotated another 16 hours. Each sample rotation and lixiviate charge cycle was representative of five pore volumes with chemical analyses after each cycle. The cycle was repeated for a total of six cycles or the equivalent of 30 pore volumes.

 

The four core samples subjected to the leach amenability tests were determined to contain from 0.04% to 0.08% cU₃O₈ before testing_.testing. Leach tests conducted on the core samples from the A ZoneA-Zone indicate leach efficiencies of 60% to 80% U₃O₈ extraction while the tails analyses indicate efficiencies of 8787% to 89%. The differences between the two calculations involve the loss of solid clay basedclay-based materials during multiple filtrations. Based on post leach solids analysis, the core intervals were leachable to a very favorable 8686% to 89%. After tests the tails were reanalyzed for uranium concentration to determine the recovery, which ranged on the four samples using two methods from 60% to 89%.

 

Laboratory amenability testing of the cores samples indicated that the uranium (dissolved elemental U) recoveries ranged from 86.4% to 88.9% in the four tests. These results show that the mineralized intervals at the Goliad Project are very amenable to ISR mining even when exposed to only one-half of the oxidant concentration normally used in the Leach Amenabilityleach amenability test. Based on the Company’s experience with ISR mining of the Catahoula and Oakville uranium deposits, as well as discussions with other Goliad deposit mining personnel, the geologically younger deposits in Texas (Goliad formation) have typically been the most amenable to in situin-situ leaching. The uranium recovery is generally more complete (% recovery) and occurs in a shorter time period. Both of these factors are important for ISR pre-extraction economics.

 

Based on the amenability test results, the size of the mineralization at the Goliad Project, the geologic setting and the current and projected future demand and price of uranium, the most feasible and cost effective mining method for the Goliad property uranium is by ISR. This method is most suitable for the size and grade of the deposits in sands that are below the water table and situated at depths that would be prohibitive for open pit or underground mining.

 

The amenability testing described above was conducted on core recovered from four depth intervals from one boring. While this was a limited sampling for this property, the samples are believed to be generally representative of the characteristics of the mineralized intervals and the determined recovery ranges for these intervals is considered to be reliable. Two of the four samples tested contained approximately 0.08% cU₃O₈ and two contained lower grades of uranium (~0.04% cU₃O₈). Energy Laboratories, Inc. in Casper, Wyoming, conducted the laboratory testing for this project. The laboratory has been in business since 1952, is fully certified, but not ISO certified. Certifications include the EPA, the NRC and the following U.S. states: Arizona, California, Colorado, Florida, Indiana, Nevada, Oregon, South Dakota, Texas, Utah and Washington.

 

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Update to July 31, 2017Goliad Project Developments

The following are the material developments respecting the Goliad Project:

 

· ●

In in May 2010, the Waste Disposal Well Permit was issued by the TCEQ;

· ●

In in April 2011, the Mine Area Permit was issued by the TCEQ;

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In in April 2011, the PAA-1 Permit was issued by the TCEQ;

· ●

In in December 2011, the Radioactive Materials LicenseRML was issued by the TCEQ;

· ●

In in December 2012, EPA concurrence was received for an Aquifer Exemption permit (“AE”) which was the last and final permit needed to begin uranium extraction;

· ●

In in June 2014, the EPA reaffirmed its earlier decision to uphold the granting of our 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;

· ●

During during Fiscal 2014, 34 delineation holes totaling 9,819 feet were drilled at the Goliad Project to depths ranging from a minimum of 160 feet to a maximum of 480 feet, with an average depth of 289 feet. During Fiscal 2015, no further drilling activities were conducted. At July 31, 2015, approximately 992 confirmation-delineation holes totaling 348,434 feet have been drilled by our Companyus to confirm and expand the mineralization base at the Goliad Project;

· ●

Construction construction of a three-phase electrical power system for the entire project and a large caliche site pad for the main plant complex and disposal well have been completed; and

· ●

Processing processing equipment for the construction of the satellite facility and wellfield, including long-lead items such as ion exchange vessels, have been received.

 

On or about March 9, 2011, the TCEQ granted our Company’s applications for a Class III Injection Well Permit, Production Area AuthorizationPAA and Aquifer ExemptionAE for ourthe Goliad Project.  On or about December 4, 2012, the U.S. Environmental Protection AgencyEPA concurred with the TCEQ issuance of the Aquifer ExemptionAE permit.  With the receipt of this concurrence, the final authorization required for uranium extraction, the 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 our Companyus 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 our Companyus to intervene in this matter was granted.  The parties attempted to resolve both appeals and, to facilitate discussions and to avoid further legal costs, the parties jointly agreed, through mediation which was 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.  Our CompanyWe and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, 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, our Companywe conducted a joint groundwater survey of the site, the result of which reaffirmed our Company’s previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of our 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. Our Company continuesWe continue to believe that the pending appeal is without merit and iswe are continuing forward as planned towards uranium extraction at its fully-permitted Goliad Project.

 

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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 the Goliad Project. 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 Goliad Project.

Mineral Exploration Projects

 

We hold mineral rights in the U.S. States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay by way of federal, state and provincial mining claims state and private mineral leases and mineral concessions.

 

We plan to conduct exploration programs on these mineral exploration properties with the objective of determining the existence of economic concentrations of uranium. 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 the uranium projects discussed below. 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.

 

Arizona

 

All of our Arizona claims and state leases were previously the subject of exploration drilling for the search of uranium by companies such as Union 76 Oil, Urangesellschaft, Wyoming Minerals, Noranda, Inc., Uranerz Energy Corp. (“Uranerz”), Homestake Mining Co., Occidental Minerals and Oklahoma Public Services. Claims staked directly by us have been in areas known for uranium occurrences as shown in the Arizona State publication “Occurrences of Uranium in Miscellaneous Sedimentary Formations, Diatremes and Pipes and Veins”.

 

Arizona: Anderson Project

 

Property Location and Description

 

The Anderson Project is aan 8,268-acre property located in Yavapai County, west-central Arizona, approximately 75 miles northwest of Phoenix and 43 miles northwest of Wickenburg (latitude 34°18’29” N and longitude 113°16’32” W, datum WGS84). The general area is situated along the northeast margin of the Date Creek Basin. The Anderson Project is located on the south side of the Santa Maria River approximately 13 miles west of State Highway 93. The Anderson Project occupies part or all of Sections 1 and 3, 9 through 16, 21 through 27, and 34 through 36 of Township 11 North, Range 10 West and portions of Sections 18, 19, and 30 of Township 11 North Range 9 West of the Gila and Salt River Base Meridian.

 

 

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

The Anderson Project is accessed by paved, all-weather gravel and dirt roads. The property is reached by takingaccessed via the Alamo Lake turnoff, located approximately 21 miles northwest of Wickenburg on Arizona State Highway 93 (Joshua Tree Parkway), then driving 0.25 miles north of mile marker 179, and then following the Alamo Road for 5.8 miles to the Pipeline Ranch Road turnoff. The road passes through the Pipeline Ranch, located in the bottom of Date Creek Wash and continues for approximately 6.3 miles to FR 7581. The property boundary is located 1.4 miles north on FR 7581. There are alternate dirt roads, including a 15 mile15-mile primitive road from Highway 93 over Aso Pass (2,900 foot(2,900-foot elevation).

 

The Anderson Project is located in the northeast portion of the Date Creek Basin. The basin consists of low undulating terrain, centrally dissected by Date Creek Wash. The site lies along the south bank of the Santa Maria River which runs along the northern edge of the basin. Elevations above sea level are between 1,700 feet and 2,400 feet. Maximum local topographic relief at the site is approximately 700 feet.

 

Vegetation on the property is typical of the Sonoran Desert of central Arizona and consists predominately of Joshua trees, palo verde bushes, saguaro, cholla, ocotillo, creosote bushes and desert grasses. Fauna includes:includes jackrabbits, rattlesnakes, roadrunners, desert tortoise, various lizards and less common mule deer, wild burros and mules.

 

The alluvial valley of the Santa Maria River varies substantially in width and depth to bedrock. The volume of alluvium, and particularly the depth of the material, influences the proportion of surface flow to underflow in the river valley. The groundwater in the alluvium consists of underflow that is forced toward the surface as the depth of the alluvium decreases.

 

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The climate is arid, with hot summers and mild winters. Annual rainfall averages 10 to 12 inches with rain showers from January through March and during summer thunderstorms. Snowfall is rare. On average temperatures range between a low of 31°F during winter months and a high of 104°F during summer months. Temperature extremes of 10°F in winter and 120°F in summer have been recorded. The climate is favorable for year-round mining operations and requires no special operational or infrastructure provisions that relate to weather.

 

Various water wells exist on and near the Anderson Project that can support large-scale mining operations. There is plenty of usable land space to locate processing plants, heap leach pads, tailings storage areas, waste disposal areas and other infrastructure development associated with large-scale mining. The Anderson Project includes most of a 195 acre195-acre area designated by the BLM as “disturbed” resulting from surface mining in the 1950s. It may be possible to expedite the permitting process for future metallurgical exploration and mining activities, including waste disposal within the disturbed area.

 

The Anderson Project area is undeveloped with the exception of various access and drill roads and various water wells previously constructed. No utilities exist on or adjacent to the area. A transmission power line runs northwest-southeast along Highway 93, approximately 8eight miles to the east;east, however, direct access to the power line may be obstructed by the Arrastra Mountain Wilderness and Tres Alamos Wilderness located between the power line and the Anderson Project. The construction of a power line would require routing along one of the existing road corridors, a distance of 16.2 miles to the Projectproject boundary.

 

The nearest town is Congress (population 1,700) located 32 road miles to the east. The nearest major housing, supply center and rail terminal is in Wickenburg (population 6,363) located approximately 43 miles from the Anderson Project by road. Phoenix (population 1.45 million), is approximately 100 miles to the southeast by road and is the nearest major industrial and commercial airline terminal. Kingman (population 24,000) is located approximately 110 miles to the northwest by road. The Company’sOur surface rights encompass 15.4 square miles which is sufficient for the surface structures associated with any proposed mining operation.

 

History

 

In January 1955, T.R. Anderson of Sacramento, California, detected anomalous radioactivity in the vicinity of the Anderson Project using an airborne scintillometer. After a ground check revealed uranium oxide in outcrop, numerous claims were staked. The “Anderson Mine,”Mine”, as the operation was known at the time, was drilled and mined by Mr. Anderson. Work between 1955 and 1959 resulted in 10,758 tons that averaged 0.15% U₃O₈ and 33,230 pounds U₃O₈ were shipped to Tuba City, Arizona, for custom milling. In 1959, production stopped when the Atomic Energy Commission (“AEC”) ended the purchasing program.

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During 1967 and 1968, Getty Oil Company (“Getty”) secured an option on claims in the northern portion of the Anderson Project. Some drilling and downhole gamma logging was conducted during the option period, but this failed to locate a sizeable uranium deposit. In 1968, Getty dropped their option.

 

In 1974 the increasing price of uranium created a renewed interest in the vicinity of the Anderson Project. Following a field check and an evaluation of the 1968 Getty drill data, MinEx optioned the northern portion of the current Anderson Project.

 

In 1975 MinEx purchased the northern portion of the current Anderson Project after a 53-hole, 5,800 m (19,000 feet) drilling program on 250 m centers confirmed a much greater uranium resource potential than had been interpreted from the 1968 Getty gamma log data. Further exploration work, consisting of a 180-hole, 22,555 m (74,000 feett)feet) drill and core program on 120 m centers was conducted from November 1975 through February 1976 to further delineate the uranium resources. By 1980 MinEx had completed a total of 1,054 holes by rotary and core drilling.

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In 1977 the Palmerita Ranch, located 11 km west of the deposit along the Santa Maria River, was acquired by MinEx to provide a water source for the operations in the event that closer sources proved inadequate. Based on favorable economics, indicated in a Preliminary Feasibility Studypreliminary feasibility study completed by Morrison-Knudsen Company, Inc. in December 1977, a detailed Final Feasibility Studyfinal feasibility study was undertaken early in 1978 to evaluate the MinEx holdings on the northern portion of the current Anderson Project.

 

In 1973 Urangesellschaft expressed an interest in the former Anderson Property.property. Urangesellschaft located a claim block, the “Date Creek Project,”Project”, on the down-dip extension of the mineralization immediately to the south of MinEx’s claims. In 1973 to 1982 subsequent drilling programs delineated mineralization from a total of 352 drill holes with 122,744 m (402,773 feet) of rotary and core drilling. The following table summarizes the phases of the historical exploration.

 

Exploration History at the Anderson Property (Arseneau,(Arsenau, 2011)

 

Company	Period	Period		Exploration Activities
Mining Group Led by Mr. T. R. Anderson	1955−1959	1955−1959		Aerial scintillometer surveying, ground prospecting, and outcrop mining
Getty Oil Company	1967−1968	1967−1968		Limited exploration drilling
Urangesellschaft USA, Inc.	1973−1982	1973−1982		Exploration drilling: 352 total holes with 319 rotary holes and 33 core holes over a 610 ha610-ha area
MinEx	1974−1980	1974−1980		Exploration drilling: 970 rotary holes and 84 core holes over a 425 ha425-ha area
Concentric Energy Corp.	2006	2006		Confirmation drilling: 24 RC holes and one RC core hole

 

Geologic Setting

 

Regional Geology

 

The Anderson Project is located along the northeast margin of the Date Creek Basin of the Basin and Range Province of the western United States. The Date Creek Basin is one of hundreds of Paleogene basins throughout western Arizona, southeastern California, Nevada and western Utah. Paleogene lacustrine and fluvial sediments and Quaternary gravels have filled these basins to depths of several thousand meters. The approximate location of the Basin boundaries is shown in the figure below.

 

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The Basin is surrounded by dissected mountain ranges containing Precambrian metamorphic rocks and granites. Surrounding mountain ranges include the Black Mountains to the north and northeast and the Rawhide, Buckskin and McCracken Mountains to the west. To the south and southeast the Basin is bordered by a low drainage divide imposed by the Harcuvar and the Black Mountains. Margins of the basinBasin are filled with early Paleogene volcanic flows and volcaniclastic sediments. The Basin itself is filled with Oligocene to Miocene lacustrine and deltaic sediments covered by a thick mantle of Quaternary valley fill.

 

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Local and Property Geology

 

Three major faults cross the Anderson Project: the East Boundary Fault System; Fault 1878; and the West Boundary Fault System. Faults trend predominantly N30ºW to N55ºW and dip steeply (approximately 80º) to the southwest. Another set of faults trending more westerly (N65ºW) are present in the south-central portion of the Anderson Project. A fault set trending northeast-southwest has been speculated by Urangesellschaft and others, but has not been observed in the field. Many of the northwesterly surface water drainage tributaries are developed partially along fault traces.

 

Minor faults and shear zones occur throughout the Anderson Project. These probably represent fractures with slight offset of strata during differential compaction of the underlying sediments or local adjustment to major faulting.

 

The largest fold in the area is a broad, gentle, northwest-trending syncline in the southeastern quarter of Section 9, T11N, R10W. Dips reach a maximum of 13º except where modified by shearing. Many smaller folds with amplitudes of several feet are present in the lacustrine strata.

 

Fault displacements range from a few centimetres to more than 100 m. Fault movement is generally of normal displacement resulting in stair-stepped fault blocks. Local faults also have a tendency to hinge. Minor faulting across the mineralized area is often difficult to discern from variations in sedimentary dips. The lacustrine sediments dip south to southwesterly from 2º to 5º, to a maximum of 15º. Much of this dip is attributed to recurrent faulting during deposition.

 

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Nine stratigraphic units were identified on the Anderson Project, listed from oldest to youngest, as follows:

 

· ●

Crystalline Intrusive Rocks: coarse-grained to pegmatitic Precambrian granite;

· ●

Felsic to Intermediate Volcanic: flows, breccias, tuffs and minor intrusive;

· ●

Felsic to Intermediate Volcaniclastic: ash flows, tuffaceous beds and arkosic sandstone;

· ●

Andesitic Volcanic: porphyritic andesitic flows with a paleosurface and locally reddish-brown paleosols;

· ●

Lacustrine Sedimentary rocks: micaceous siltstones and mudstone, calcareous siltstones and silty limestone, thin beds of carbonaceous siltstone and lignitic material and host of uranium mineralization, averaging about 60 m to 100 m thick;

· ●

Lower Sandstone Conglomerate: arkosic sandstones and conglomerate, averaging about 60 m to 100 m thickthick;

· ●

Basaltic Flows and Dikes: amygdular basalt, averaging about 20 m thick;

· ●

Upper Conglomerate: cobble and boulder conglomerate, partly indurate and locally calcite cemented, averaging about zero0 m to 60 m thick; and

· ●

Quaternary Alluvium: unconsolidated sand and gravel, caliche formed where calcite-cemented.

 

Uranium mineralization at the Anderson Project occurs exclusively in the sequence of Miocene-age lacustrine lakebed sediments. The lacustrine sediments unconformably overlie the andesitic volcanic unit over most of the Anderson Project. However, to the east of the Anderson Project they overlie the felsic to intermediate volcanic unit.

 

Evidence suggests that deposition of the lacustrine sediments occurred in a restricted basin less than 5five km wide by 10 km to 12 km long on the northern edge of an old Paleogene lake. Moving southward, these sediments inter-tongue with siltstones and sandstones. The lakebed sediments represent time-transgressive facies deposited within a narrow, probably shallow, basinal feature. This type of depositional environment exhibits complex relationships between individual facies, lensing out, vertical and horizontal gradation, and interfingering.

 

The lake sediments include green siltstones and mudstones, white calcareous siltstones, and silty limestone or calcareous tuffaceous material. Much of this material is silicified to varying extents and was derived in part from volcanic ashes and tuffs common throughout the lakebeds. Also present in the lacustrine sequence are zones of carbonaceous siltstone and lignitic material. Along the boundary between the former MinEx and Urangesellschaft properties, drill holes encounter the basal arkosic sandstone. To the south and southwest, lakebeds interfinger with and eventually are replaced by a thick, medium to coarse-grained, arkosic sandstone unit.

 

Mineralization

 

Uranium mineralization in outcrops and the pit floor at the old Anderson mine was reported by the US Bureau of Mines in Salt Lake City as tyuyamunite (Ca(UO₂)₂(VO₄)₂·•5-8H₂O). Carnotite (K(UO₂)₂(VO₄)₂·•3H₂O), and a rarer silicate mineral, weeksite (K₂(UO₂)₂(Si₂O₅)_33•·4H₂O), were also reported in outcrop samples. Carnotite mineralization occurs as fine coatings and coarse fibrous fillings along fractures and bedding planes and has been noted in shallow drill holes and surface exposures.

 

The uranium mineralization found at depth on the former Urangesellschaft property was reported by Hazen Research, Inc. (“Hazen Research”) to be poorly crystallized, very fine-grained, amorphous uranium with silica. This could be in the form of either coffinite (U(SiO₄)_1-x(OH)_4x) or uraninite (UO₂) in a primary or unoxidized state (Hertzke, 1997). Mineralogical studies performed by Hazen Research (1978a, 1978b, 1978c and 1979) on Urangesellschaft core found that mineralization was associated, for the most part, with organic-rich fractions of the samples. Specifically, the uraniferous material occurs as stringers, irregular masses and disseminations in carbonaceous veinlets with uranium up to 54% as measured by microprobe analysis. X-ray diffraction identified the mineral as coffinite. It is possible that an amorphous, ill-defined uranium silicate with a variable U:Si ratio is precipitated and, under favorable conditions, develops into an identifiable crystalline form (coffinite).

 

Of special note is the detection of high-grade, low-reflecting uraniferous material occurring with carbonaceous material in the siltstone. Similar assemblages in unoxidized mineralization have also been reported for the former MinEx property.

 

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Urangesellschaft distinguished seven mineralized zones, identified as Horizons A, B, C, D, E, F and G, with the youngest (uppermost) being Horizon A and the oldest (deepest) being Horizon G. The majority of uranium occurs in Horizons A, B and C within the property. A conglomeratic sandstone unit interbeds with these units, but does not contain uranium mineralization; it is referred to as the Barren Sandstone Unit and it lies between Horizon C and Horizon D. Consequently, Horizons A through C have been called the Upper Lakebed Sequence and Horizons D through G have been called the Lower Lakebed Sequence.

 

Grades of mineralization range from 0.025% U₃O₈ to normal highs of 0.30.3% to 0.5% U₃O₈ with intercepts on occasion of 1.0% to 2.0% U₃O₈. Secondary enrichment of the syngenetic mineralization is observed along faults and at outcrops.

 

Exploration

 

A Light Detection and Ranging (“LiDAR”) survey was performed over the entire project area by Cooper Aerial Surveys Co. (“Cooper Aerial”) on July 9, July 2011, between 13:07 UTC and 15:14 UTC (6:07A.M. and 8:14 A.M., MST). Aerial imagery was collected at the same time. Data was processed using one of two base stations to obtain positional accuracies of between 3three cm and 10 cm. 24 ground control points showed a root mean square error of 6.7 cm between predicted and measured elevations. Cooper Aerial provided our Companyus with a one meterone-meter pixel digital elevation model (DEM) and a 0.61 m contour shape-file derived from the LiDAR data. Cooper Aerial also corrected the ortho imagery with a 0.15 m pixel size. Coordinates were converted from WGS84 to NAD 1983 UTM Zone 12N in meters, and elevation was reported in NAVD 1988 international feet. The conversion caused no distortion in elevations used in the resource model.

 

The Company hasWe have not performed any drilling to date on the Anderson Project.

Update to July 31, 2017

 

A Technical Report, dated June 19, 2012, for the Anderson Project, prepared in accordance with NI 43-101, was completed by Bruce Davis and RobertRobert Simm, consulting geologists, and filed by our Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The Technical Report contains certain disclosure relating to inferred and indicated mineral resource estimates for the Anderson Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred and indicated mineral resources, while recognized and required by Canadian regulations, are not defined terms under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Inferred and indicated resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the Technical Report are economically or legally mineable.SEDAR.

 

A Preliminary Economic Assessment (“PEA”)PEA, dated July 6, 2014 for the Anderson Project, prepared in accordance with NI 43-101, was completed by Douglas Beahm, PE, PG, and Terence McNulty, PE, and filed by our Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The PEA contains certain disclosure relating to indicated and inferred mineral resource estimates for the Anderson Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Indicated and inferred mineral resources, while recognized and required by Canadian regulations, are not defined terms under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this annual report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Indicated and inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of the indicated or inferred mineral resources discussed in the PEA will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of indicated and inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported indicated and inferred mineral resources referred to in the PEA are economically or legally mineable. 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 the Anderson Project.SEDAR.

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Arizona: Workman Creek Project

 

The Workman Creek Project is a 4,036-acre property located in Gila County, Arizona.

The Workman Creek Project consists of seven claim blocks, totaling 198 unpatented mining claims located within Gila County, in the central portion of the State of Arizona. We entered into a property acquisition agreement with Cooper Minerals Inc. on November 7, 2011 for the mineral claims which constitute the Workman Creek Project.

The Workman Creek Project is located in the Sierra Ancha region, approximately 50 kilometres north of Globe, within Gila County, Arizona. Some of the claim blocks can be accessed easily via highway 288, while other claim blocks are only accessible with the use of all-terrain-vehicles. The Sierra Ancha region is host to 18 historic uranium mines which were in operation between 1953 and 1960. During that period, over 122,000 pounds of U₃O₈ concentrate was produced with an average grade of 0.20% U₃O₈.

The Workman Creek Project and surrounding area of the Sierra Ancha region are underlain by igneous and sedimentary rocks of Precambrian age. The sedimentary rocks are nearly flat-lying except for minor undulations near regional-scale monoclines. The Dripping Spring Quartzite is the host rock for uranium mineralization throughout the Sierra Ancha region. Uranium mineralization in the Dripping Spring Quartzite consists of low-grade disseminations and concentrations in fine-grained strata and along bedding planes, and higher-grade layers and veinlets.

Wyoming Minerals Corporation developed the most prominent pre-1960 uranium mines into what they referred to as the “Dripping Springs Project”. In 1980, Wyoming Minerals Corporation contracted Dravo Engineers and Constructors to conduct a feasibility study of the Workman Creek deposits. This study of the “Dripping Springs Project” is within the Workman Creek Project. Shortly after the feasibility study was finished, the uranium market saw a prolonged depression.

 

A Technical Report, dated July 7, 2012 for the Workman Creek Project, prepared in accordance with NI 43-101, was completed by Neil G. McCallum, P.G., and Gary H. Giroux, P.E., a consulting geologist and engineer, respectively, and filed by our Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The Technical Report contains certain disclosure relating to inferred mineral resource estimates for the Workman Creek Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources, while recognized and required by Canadian regulations, is not a defined term under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the Technical Report are economically or legally mineable.SEDAR.

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The following table provides information relating to our mineral rights located in Arizona:

 

Property		Number of Claims or Leases Held		Gross Acres
Los Cuatros		1 lease			640
Anderson		386 claims & 1 lease			8,268
Workman Creek		198 claims			4,036

 

Colorado

 

Claims and leases acquired by us in Colorado have historical production tonnages and grades published in the Colorado Geological Survey, Bulletin 40 “Radioactive Mineral Occurrences of Colorado”. Also, our geological staff has evaluated a portion of the claims currently owned by us.

 

Colorado: Slick Rock Project

 

Pursuant to a Uranium Mining Lease dated May 23, 2012, our Companywe acquired from URenergyUR-Energy LLC a mining lease for uranium on theour Slick Rock Project located in San Miguel and Montrose Counties, Colorado.

 

Since January 2011 we staked a total of 129 claims in the Slick Rock district of the Uravan Mineral Belt. In June 2011 we acquired 103 claims from Spider Rock Mining also in the Slick Rock District for a one-time payment of $500,000. As a result, our Companywe now holdshold a total of 315 contiguous claims in the Slick Rock District. Certain claims of the Slick Rock Project are subject to a 1.0% or 3.0% net smelter royalty, the latter requiring an annual advance royalty payment of $30,000 beginningwhich began in November 2017.

 

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The Slick Rock Project is located in San Miguel County, Colorado approximately 24 miles north of the town of Dove Creek. The Slick Rock Project occupies all or parts of sections 15, 16, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 32, 33 and 34 in T44N R18W, NM Principal Meridian, and parts of sections 3, 4 and 5 of T43N R18W, NM Principal Meridian. The Slick Rock Project consists of 315 contiguous mineral lode claims and covers approximately 5,230 acres (8.2 square miles). The Slick Rock Project is bordered to the west by the Department of Energy's (“DOE”) Uranium lease tracts C-SR-13 and C-SR-13A, to the southwest by DOE Uranium lease tract C-SR-14(1), and to the north and northeast by the Sunday / Carnation / Topaz / Saint Jude mine complex, formerly owned by Energy Fuels.

 

The Slick Rock Project produced uranium and vanadium from 1957 to 1983 via the Burro Mines. The historic production totals of the Burro Mine are as follows:

Production Years	U3O8 Produced (in Pounds)	V2O5 Produced (in Pounds)
1957 to 1971	1,992,898	12,149,659
1971 to 1983	243,825	1,791,798
Total	2,236,723	13,941,457

All uranium/vanadium production came from the Upper Rim Sand of the Salt Wash Member of the Jurassic Morrison Formation.

Within the Slick Rock Project area, the Salt Wash Member is approximately 275 to 400 feet thick. The Fluvial sediments of the Salt Wash were deposited by north to northeast flowing paleostreams. In the project area, these streams were deflected eastward by the paleotopographic high caused by the northwest/southeast trending Gypsum Valley anticline. This allowed for thick accumulations of Salt Wash sediments along the southwestern flank of the anticline and across the project area. The Salt Wash is composed of white to grey, light-buff and rusty-red, fine to medium-grained, cross-bedded, lenticular sandstone interbedded with red, green, or light-gray shale and mudstone. The Salt Wash contains three major sandstone ledges, ranging from 20 to 150 feet in thickness and separated by clay and shale layers. The uppermost thick, continuous sandstone lens is commonly the most highly mineralized of the sequence. The largest Salt Wash uranium deposits are near the edges of thick sandstone where a transition to sandy mudstone takes place, and in the scours or on the flanks of paleostream channels. Mineralized pods average in the range of 3000 tons to as much as 100,000 tons taken from a single cluster of deposits. Locally, deposits attain a thickness of 30 feet, but two to nine foot thicknesses are most common. Minerals are carnotite, tyuamunite, and brightly colored vanadates, vanadium hydromica or clay. Unoxidized mineralization is commonly black, consisting or uraninite, coffinite, montroseite and vanadium hydromica or clay.

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A Technical Report, dated February 21, 2013, for the Slick Rock Project, prepared in accordance with NI 43-101, was completed by Bruce Davis and Robert Simm, consulting geologists, and filed by our Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The Technical Report contains certain disclosure relating to inferred mineral resource estimates for the Slick Rock Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources, while recognized and required by Canadian regulations, is not a defined term under the SEC's Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this annual report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the Technical Report are economically or legally mineable.SEDAR.

 

A PEA dated April 8, 2014 for the Slick Rock Project, prepared in accordance with NI 43-101, was completed by Douglas Beahm, PE, PG, and filed by the Companyus on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The PEA contains certain disclosure relating to inferred mineral resource estimates for the Slick Rock Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources, while recognized and required by Canadian regulations, is not a defined term under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of inferred mineral resources discussed in the PEA will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the PEA are economically or legally mineable.SEDAR.

 

The following table provides information relating to our mineral rights located in Colorado:

 

Property		Number of Claims or Leases Held		Gross Acres
Slick Rock		315 claims			5,333
Long Park		20 claims			400

 

New Mexico

 

In December 2014, the Companywe staked 51 claims over the historic Dalton Pass project in the Crownpoint uranium district. Historic drilling at Dalton Pass by Pathfinder Mines indicates that the uranium mineralization occurs as both primary tabular and roll frontroll-front deposits. Mineralization is hosted by the upper Westwater Canyon Member of the Morrison Formation, a sequence of stacked sands separated by discontinuous shale breaks, at depths ranging from 1,900 feet to 2,100 feet.

 

The following table provides information relating to our mineral rights located in New Mexico:

 

Property		Number of Claims or Leases Held		Gross Acres
Todilto		1 lease			320
West Ranch		4 leases			1,916
West Ambrosia Lake		6 mineral deeds			3,844
C de Baca		30 claims			600
Dalton Pass		51 claims			1,020

 

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Texas

Texas

At July 31, 2016,2020, we currently own various exploration projects located in the South Texas Uranium Trend.Belt. The location and acquisition of these leases are based on historical information contained within our extensive database, as well as current, ongoing geologic analyses by our exploration staff.

 

Texas: Salvo Project

 

TheOur Salvo Project is a 1,514-acre1,340-acre property located in Bee County, Texas.

 

A Phase I exploration drill program was completed in April 2011 with a total of 105 holes drilled. Phase II drilling began at the Salvo Project in October 2011 with two drilling rigs targeting Lower Goliad P and Q sand objectives. A total of 122 exploration and delineation holes for a total of 70,760 feet were drilled during Phase II which was concluded in May 2012. Twenty-nine29 holes (23%) met or exceeded a grade-thickness (“GT”) cutoff of 0.3 GT.

 

Interpretation of the Company’sour exploration and delineation drilling, along with historic data from 1982 to 841984 exploration drilling by Mobil and URI, revealed the existence of two ore-bearing redox boundaries within the area, which has the potential to become PAA-1. A significant under-explored extension to this area which exhibits strong mineralization remains open-ended. Future plans would include further exploration/delineation drilling in this area in order to fully identify the extent of the mineralized zones in proposed PAA-1. Historic and recent Company drilling results are being reviewed for future exploration/delineation activities in the Salvo Project in order to fully identify the extent of the mineralized zones.

 

A Technical Report, dated July 16, 2010, for the Salvo Project, prepared in accordance with NI 43-101, was completed by Thomas A. Carothers, P.G., a consulting geologist, and filed by our Companyus on the Canadian Securities Administrators (“CSA”) public disclosure website atwww.sedar.com.SEDAR. A further Technical Report, dated March 31, 2011, for the Salvo Project, prepared in accordance with NI 43-101, was completed by Thomas A. Carothers, P.G., a consulting geologist, and also filed by our Companyus on the CSA’s public disclosure website atwww.sedar.com. The March 31, 2011 Technical Report contains certain disclosure relating to inferred mineral resource estimates for the Salvo Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Inferred mineral resources, while recognized and required by Canadian regulations, is not a defined term under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported inferred mineral resources referred to in the Technical Report are economically or legally mineable.SEDAR.

 

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Texas: Longhorn Project

 

TheOur Longhorn Project is located in Live Oak County, Texas, which historically has produced uranium by both open pit and ISR methods. The property lies within the historic US Steel Clay West production area where uranium was previously mined utilizing ISR methods along the historic George West district trend. Our Company hasWe have an extensive database of information regarding the area including drill maps and over 500 gamma logs. The Projectproject lies on trend between two former USU.S. Steel production areas, the Boots/Brown and the Pawlik. At least five separate roll-fronts are believed to exist across the project area.  Uranium grades within these Oakville deposits ranged from 0.10% to in excess of 0.20% U₃O₈ according to USU.S. Steel reports and historic well logs obtained by our Company.us.  Well-developed Oakville sands in this area exhibit higher than average uranium grades for South Texas, as shown on many historic gamma ray logs, of which our Company haswe have at least 500+ pertaining to the Projectproject from various databases. These higher than average reported uranium grades were later proven by excellent recoveries in the USU.S. Steel ISR production areasareas.

 

The property is located approximately 65 miles northwest of Corpus Christi and 55 miles southwest of Hobson. It is comprised of 39 lease agreements covering 651 acres, granting us the exclusive right to explore, develop and mine for uranium. We anticipate that any uranium identified at the Longhorn Project will be extracted using ISR mining and processed at Hobson.

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The following table provides information relating to our main mineral rights located in the South Texas Uranium Trend,Belt, excluding theour Palangana Mine and the Goliad and Burke Hollow Projects:

 

Property		Number of Claims or Leases Held		Gross Acres
Salvo	2 leases	9 leases			1,514	1,340
Longhorn		39 leases			651

Wyoming

We acquired the Reno Creek Project on August 9, 2017 and the North Reno Creek Project on May 1, 2018.

Reno Creek Project

Our Reno Creek project is located in the Powder River Basin of northeast Wyoming, one of the most prolific uranium producing regions in the U.S. and the home of five producing ISR operations: Cameco’s Smith Ranch/Highland; Cameco’s North Butte satellite; Uranium One’s Willow Creek; Energy Fuels, Inc.’s (“EFR”) Nichols Ranch; and Strata’s Lance project.  The project is 13 miles from the nearest town, Wright, Wyoming, with a population of 1,800.

The project consists of 18,763 gross acres of properties including a 40-acre, Company-owned central processing plant (the “CPP”) site, and five major resource units, all within ten miles of the proposed CPP.

Uranium was originally discovered within the project area by several 1960s/1970s mining companies, including Rocky Mountain Energy, Cleveland Cliffs, American Nuclear and TVA, Pathfinder Mines and others.  Most of the leases and claims that held the resources were dropped in the late 1990s and early 2000s.  In the mid-2000s Strathmore re-staked mining claims and took leases on most of the current project.  Strathmore in 2010 sold them to AUC LLC (“AUC”), which was acquired by us in 2017 and is our wholly-owned subsidiary and the operator of the project.

Uranium deposits at the Reno Creek Project lie within a geologically favorable fairway characterized by porous and permeable fluvial sandstones of the Eocene Wasatch Formation.  The sandstone aquifers are overlain and underlain by barren sequences of shales and occasional thin coals.   A complex series of stacked roll-fronts occur along oxidation/reduction boundaries forming prospective trends that extend for over 40 miles through the greater project area.  The deposits occur at shallow depths between 200 to 400 feet in a sparsely populated area with gentle terrain, providing excellent logistics and access. 

While much of the trend has been very well explored by AUC and past operators, we believe that excellent upside for further discoveries exists.   Company databases include more than 10,000 uranium drill holes and over a 1,000 Coal Bed Methane logs to guide future exploration.

Geologists have mapped 10 to 20 miles of roll-fronts on the holdings that are undrilled or under-drilled, providing numerous high-quality exploration targets to expand current resources. During 2012 and 2013, AUC drilled 800 holes along one such trend, adding approximately two million pounds to the resource base.

AUC conducted permitting and licensing activities and received final permits from the Wyoming Department of Environmental Quality (“WDEQ”) and the EPA in 2015 and from the NRC in 2017.  The WDEQ issued its Permit to Mine in July 2015, and also referred its recommended approval of the AE to EPA, which approved it in October 2015.  In 2016, WDEQ’s Air Quality Division approved the Air Quality Permit and re-issued the Air Quality Permit in October 2019.

The NRC issued its Draft Environmental Impact Statement in July 2016, and the final in December of 2016.  In its release the NRC noted that that “only small environmental impacts would result from the construction, operation, aquifer restoration and decommissioning of the proposed in-situ recovery facility. Small impacts are defined as those that would be undetectable or so minor that they would not noticeably alter any important attribute of the environmental resource in question”.  The NRC then issued the License for the project in February 2017 covering 6,057 acres and approximately 13.74 million pounds of U₃O₈. Subsequently, the NRC approved of the transfer of control to us on July 31, 2017. Additionally, the State of Wyoming became an NRC Agreement state in September 2018 and, therefore, the Reno Creek Project is now permitted and licensed by the WDEQ.

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The permits and license provide for a full central processing plant on 40 acres owned by us, which lies approximately a quarter mile from two all-weather highways and high voltage power lines, and less than three miles from natural gas lines.  The project is licensed to produce up to two million pounds of U₃O₈ per year, and may also treat by tolling either lixiviant or resin produced by others, or alternate feed material.  Included in the current license are the two largest resource units, North Reno Creek and Southwest Reno Creek.  The outlying resource units will be added for extraction by amending the current License.

The North Reno Creek Project is situated within and adjacent to our existing permit boundary at the Reno Creek Project, in the Powder River Basin, Campbell County, Wyoming, approximately 80 miles northeast of Casper, Wyoming. We are currently working on a significant revision to the Permit to Mine to incorporate the North Reno Creek Project into the Permit. This permitting action will allow us to mine the resources acquired as part of the transaction.

Substantial historical exploration, development and project permitting have been performed on the North Reno Creek property. Beginning in the late 1960s and continuing into the mid-1980s, Rocky Mountain Energy (“RME”), a wholly owned subsidiary of the Union Pacific Railroad, drilled more than 800 exploration drill holes on the North Reno Creek property. In the late 1970s and early 1980s RME successfully operated and restored and reclaimed a uranium ISR pilot plant. Subsequently, RME nearly completed permitting and licensing for a commercial scale ISR facility.

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In 1992 the project approximately covering the area of our current Reno Creek and North Reno Creek Project was acquired by EFR from RME. Over the next decade EFR and its successor, International Uranium Corporation (now Denison Mines), continued to advance the project toward full permitting and licensing. Subsequently, Rio Algom and Power Resources held the project until dropping all of their interests in 2003. Between 2006 and 2008 Uranerz acquired mineral and surface land interests covering approximately 1,280 acres of fee mineral leases and federal mining claims comprising the North Reno Creek Project. In June 2015, EFR acquired Uranerz, whose development assets included the North Reno Creek Project.

Geologic characteristics of the North Reno Creek Project are similar to the permitted Reno Creek resource areas since the sandstone units are adjacent and contiguous. The uranium deposits within each of these areas occur in medium to coarse-grained sand facies in the lower portion of the Eocene-age Wasatch Formation. The uranium mineralization occurs as interstitial fillings between and coatings on the sand grains along roll-front trends formed within the host sandstone aquifers.

We engaged Behre Dolbear & Company (USA), Inc. (“Behre Dolbear”) to review and provide a revised Technical Report at the Reno Creek Project integrating the resources present within the North Reno Creek Project acquired on May 1, 2018. A Technical Report, dated December 31, 2018, for the Reno Creek Project, prepared in accordance with NI 43-101, was completed by Behre Dolbear and filed by us on SEDAR.

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Canada

Diabase Project

Our Diabase Project is at the exploration stage, with exploration focused on testing the Cable Bay fault corridor, interpreted to represent a suture zone between the Archean Mudjatik and Talston domains within the Trans-Hudson orogeny. Historical work started in the late 1970s, with the first major programs completed by the Saskatchewan Mineral Development Corporation in 1979 and the last major program completed by Nuinsco Resources Inc. (“Nuinsco”) in 2011. There is a total of 67 exploration diamond drill holes on the property. Anomalous uranium values have been intersected on the property, primarily associated with an area intruded by a late diabase dyke, highlighted by drill holes ND0801 (707 ppm Upartial over 0.25 m) and ND0807 (426 ppm Upartial over 0.40 m).

The Diabase Project is located on the southern rim of the Athabasca Basin uranium province in Saskatchewan, Canada, approximately 75 km to the west of Cameco’s Key Lake uranium mill. The project is comprised of 10 mineral claims covering 54,236 acres. Subject to section 19 of The Crown Minerals Act of Saskatchewan, a claim grants to the holder the exclusive right to explore for any Crown minerals that are subject to these regulations within the claim lands. If an economic deposit is discovered, the ore would be extracted by underground methods and would likely be shipped to the Key Lake mill for custom milling.

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Paraguay

We hold interests in two uranium projects withinlocated in the South American countryRepublic of Paraguay. The following map shows the location of both projects, Coronel Oviedo and Yuty.

 

 

Oviedo Project

 

Property Description and Location

 

TheOur Oviedo Project is located in southeasternsouthern Paraguay, approximately 95 miles east of Asuncion, the capital of Paraguay. The Oviedo Project consists of a large exploration mining permit covering a total area of 464,548223,749 acres. The property can be classified as an early to intermediate stage exploration project. Several areas have undergone drilling in the past by The Anschutz Company (“Anschutz”) of Denver, Colorado (early 1980s), and recently by Crescent Resources (“Crescent”) in 2007. Access to the project is by paved roads from Asuncion to the City of Coronel Oviedo and other populated areas. There is good access into the interior of the concession mainly by unpaved secondary roads. The terrain is rolling hills with areas of forest, small farms, and some large cattle ranches.

 

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Prior Exploration

 

The Oviedo Project located in central Paraguay was subject to reconnaissance uranium exploration between 1976 and 1983 by Anschutz Corporation of Denver, Colorado, and by Crescent Resources of Vancouver, Canada between 2006 and 2008. Most of the uranium occurrences in this environment are “roll front”“roll-front” type deposits similar to those currently being produced by low-cost ISR methods in Texas, the western United States, Central Asia and Australia. The work by Anschutz and Crescent was centered on a large belt of Permo-Carboniferous age continental sandstones that represent the western flank of the Paraná Basin. According to the Geological Survey of Brazil or CPRM, these same sandstones within the Brazilian section of the Paraná Basin contain numerous uranium occurrences including the Figueira Mine.

 

From 2006 to 2008 the Oviedo Project was optioned to Crescent Resources. During this period a total of 24 holes were drilled and logged in the southern portion, offsetting mineralized holes drilled by Anschutz.

A Technical Report, dated October 15, 2012, for the Oviedo Project, prepared in accordance with NI 43-101, was completed by Douglas L. Beahm, P.E., P.G, a consulting geologist/engineer, and filed by us on SEDAR, and the Technical Report reported that 14 of the 24 holes had a grade-thickness (“GT”)GT product (in feet) equal to or greater than 0.30 GT. GT values equal to and above 0.30 are typically considered producible under ISR production methodology. The known uranium mineralization on the Oviedo Project intersected by the past drilling is at depths between 450 and 750 feet. Crescent Resources dropped the option on the Oviedo Project in 2008.

 

Aquifer Test

 

During 2010, and prior to the acquisition of the Oviedo Project, the Companywe conducted a 24-hour aquifer test in the area of the resource trend identified by the combined Anschutz-Crescent drilling programs. The test was designed to assess aquifer properties of the lower massive sand, a uranium-bearing sandstone within the San Miguel Formation. The focus of the test was to determine if the aquifer could sustain extraction rates typical of ISR mining of uranium.

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Results of the test indicate that the uranium-bearing unit has aquifer characteristics that would support operational rates for ISR mining. The aquifer properties determined from the hydrologic test fall within the range of values determined at other uranium ISR projects located in Wyoming, Texas and Nebraska.

 

 

During Fiscal 2012, the Companywe completed a 10,000-meter drilling program.program at the project. A total of 35 holes were drilled, averaging 950 feet in depth. The holes were drilled on east to west lines across known geologic structures believed to be integral in controlling uranium occurrence. The holes were drilled on wide spacings, approximately one to 1.5 miles apart (see map above). Historic and recent drilling results are being reviewed for future exploration/delineation drilling at the Oviedo Project. A radon extraction survey is being completed along the western basin margins, following up on historic airborne radiometric anomalies and outcrop sampling results that indicate a potential for shallow uranium mineralization.

 

A Technical Report dated October 15, 2012 for the Oviedo Project, prepared in accordance with NI 43-101, was completed by Douglas L. Beahm, P.E., P.G, a consulting geologist/engineer, and filed by our Company on the public disclosure website of the Canadian Securities Administrators atwww.sedar.com. The Technical Report contains certain disclosure relating to an Exploration Target for the Oviedo Project. An Exploration Target has been calculated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Exploration Targets, while recognized and required by Canadian regulations, is not a defined term under the SEC’s Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the Exploration Target will ever be converted into mineral resources or reserves. Exploration Targets have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that Exploration Targets do not have demonstrated economic viability. It cannot be assumed that all or any part of the Exploration Target discussed in the Technical Report will ever be upgraded to a higher category, or if additional exploration will result in discovery of an economic mineral resource on the property.

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Yuty Project Paraguay

 

Property Description andLocation

 

TheOur Yuty Project covers 289,680 acres and is located approximately 125 miles east and southeast of Asunción, the capital of Paraguay. It is located within the Paraná Basin, which is host to a number of known uranium deposits, including Figueira and Amorinópolis in Brazil. Preliminary studies indicate amenability to extraction by in-situ recovery methods,ISR, which is the same process currently used by our Company at its Texas operations. Cue Resources Ltd. spent over CAD$16 million developing Yuty since 2006.

 

 

History

 

Exploration for uranium in Southeasternsoutheastern Paraguay was started in 1976 by Anschutz, after a Concession Agreement between the Government of Paraguay and Anschutz in December 1975. This agreement allowed Anschutz to explore for “allall minerals, excluding oil, gas and construction materials.” The initial uranium exploration by Anschutz in 1976 covered an exclusive exploration concession of some 162,700 square kilometers, virtually the whole eastern half of Paraguay. This was followed by a program of diamond drilling and rotary drilling over selected target areas. In total, some 75,000 meters of drilling were completed from 1976 to1983. Data is available for a total of 257 drill holes in the San Antonio area. Anschutz carried out exploration on behalf of a joint venture with Korea Electric Power Corporation and Taiwan Power Company. Anschutz intersected uranium mineralization in drill holes ranging from 0.115% U₃O₈ over 10.2 meters to 0.351% U₃O₈ over 0.3 meters in sandstones and siltstones. Work was suspended in 1983 due to the slump ofdecline in the price of uranium, and no further work was done at that time.

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During the exploration programs by Anschutz, airborne radiometric surveys, regional geological mapping and geochemical sampling were the main exploration tools for uranium exploration in the southeastern part of Paraguay. This was followed-up by core and rotary drilling in two phases. The initial phase was to drill wide-spaced reconnaissance diamond drill holes along fences spaced approximately ten miles apart. The objective of this initial phase was to obtain stratigraphic information across an inferred host trend. The second phase was to drill rotary holes, spaced approximately 1,000 feet apart, within and between the fences of reconnaissance holes, to establish and outline target areas. All drill holes were logged and probed by gamma, neutron and resistivity surveys.

 

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Exploration work by Anschutz outlined several large target areas including what is now the Yuty Project. These include the San Antonio, San Miguel, Typychaty and Yarati-í targets near and around the village of Yuty, approximately 125 miles southeast of Asunción.

 

Geologic Setting and Mineralization

 

The Yuty Project area is situated within the western part of the Paraná Basin in Southeastern Paraguay, which also hosts the Figueira uranium deposit in Brazil. The area is underlain by upperUpper Permian-Carboniferous (“UPC”) continental sedimentary rocks. The exploration methodology applied during past programs has been to determine the favorable host rocks of the UPC sequence and to explore favorable areas of the host sandstone.

 

Continental sedimentary units of the Independencia Formation (of the UPC) are known to have high potential for uranium exploration in eastern Paraguay. The source of the uranium is thought to be the Lower Permian-Carboniferous Coronel Oviedo Formation, which is correlated with the Itataré Formation underlying the Rio Benito Formation in Brazil. Occasional diabase sills and dikes intrude the sedimentary rocks, such as at the San Antonio area near the village of Yuty. Outcrops are rare, mostly along road cuts, and mapping is done by drilling.

 

The rocks of the Yuty area are very gently east dipping and undeformed. Occasional northwest and northeast trending normal faults cut the sedimentary units. Exploration work to date suggests that the uranium mineralization within the San Miguel Formation is stratabound and possibly syngenetic or diagenetic in origin. Recent interpretation of exploration data suggests that areas of limonite and hematite alteration within the grey-green, fine-grained sandstones in the San Antonio area have characteristics similar to the alteration assemblages present at roll front-typeroll-front type uranium deposits of the Powder River basin in the United States.

 

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Geologic Setting of the Yuty Project Paraguay

 

Recent Exploration

 

In late July 2006, Cue Resources Ltd. signed an agreement with the shareholders of Transandes Paraguay S.A. to option the Yuty Property,property, followed by a formal earn-in agreement signed on November 6, 2007, and started a systematic uranium exploration program. This included a compilation of all previous exploration data, including lithologic and radiometric logs, stored at Ministry of Public Works (the “MOPC”)the MOPC in Asunción. The most recent drilling completed in the San Antonio area was in November and December 2010, at which time 33 holes were completed for a total of 11,500 feet. Of these holes, five were not successfully completed. Of the 28 holes that reached the target, ten had intersections greater than a GT (grade x thickness) of 0.10m% eU₃O₈, and an additional 13 had intersections exceeding a GT of 0.03m% eU₃O₈.

 

Drilling and Sampling

 

Approximately 240,000 feet of drilling (core as well as rotary) were completed by Anschutz in previous campaigns.campaigns on the Yuty property.

 

The procedures used during the diamond and rotary drilling programs were drafted by Anschutz technical personnel. Healex reviewed all of the drill logs at the MOPC in Asunción and iswas of the opinion that the lithologic logging procedures are comparable to industry standards. Detailed information on sampling methods and approach during the Anschutz drilling campaigns is not available. Nevertheless, previous Technical Reportstechnical reports (Scott Wilson (2008) and Healex (2009)) have concluded that sampling procedures were comparable to industry standards of that time. Mr. Beahm (2011 Technical Report)technical report) concurs with this determination. From 2007 to 2010, Cue Resources Ltd. completed over 100,000 feet of drilling at the San Antonio target area in 256 drill holes. Most of the holes were collared with a rotary drilling rig, surface casing was then installed, and the holes were drilled to completion depth with a diamond rig.

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To date, diamond drilling totals approximately 52,800 feet and rotary drilling approximately 50,000 feet. For diamond drill holes, HQ-size core was retrieved and the drilling contractor was Empire Drilling S.A. of Quito, Ecuador. For rotary drilling, the contractor was 9 de Junio S.A. (Primo) of Asunción, Paraguay.

 

Exploration Potential

 

Except for the San Antonio area, the Yuty Uranium Project is at an early-to intermediate stage of exploration. A number of areas of anomalous concentrations of uranium occur in UPC sedimentary rocks within the property area. Past work was focused on developing roll front-typeroll-front type targets. Preliminary interpretation of the drill results in the San Antonio area suggests that the basal sandstone unit (San Miguel Formation) is a favorable host for uranium mineralization. These results also suggest that the diabase sill overlying the San Miguel Formation may have acted as a trap for diagenetic fluids and provided a horizontal conduit for the circulation of the diagenetic fluids and emplacement of uranium mineralization near the margin of a topographic high (gentle hill) below the diabase sill.

 

Historic and recent drilling results are being reviewed by our Company for future exploration/delineation drilling at the Yuty Project.

 

A Technical Report, dated August 24, 2011, for the Yuty Project, prepared in accordance with NI 43-101, was completed by Douglas Beahm, P.G., P.E., Bill Northrup and Andre Deiss, consulting geologists, and filed by the Companyus on the CSA’s public disclosure website atwww.sedar.com. The Technical Report contains certain disclosure relating to measured, indicated and inferred mineral resource estimates for the Yuty Project. Such mineral resources have been estimated in accordance with the definition standards on mineral resources of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Measured, indicated and inferred mineral resources, while recognized and required by Canadian regulations, are not defined terms under the SEC's Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assume that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Measured, indicated and inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of measured, indicated or inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported mineral resources referred to in the Technical Report are economically or legally mineable.SEDAR.

 

In April 2015 the Yuty Project received a signed resolution from the Ministry of Public Works and Communication (the “MOPC”),MOPC, the national agency that regulates mining in Paraguay, advancing the Projectproject from the Exploration Phase into the Exploitation Phase. The Yuty Project is only the third mining project to achieve the Exploitation Phase since the current Paraguayan mining law was promulgated in 2007.

 

When the MOPC grants a mineral concession to an operator the project initially enters the Exploration Phase for a maximum of six years, during which period a company must advance and demonstrate a viable project.  The Exploration Phase is followed by the Exploitation Phase for a maximum of 20 years renewable every 5five years indefinitely, during which period the environmental licensing process may begin, a key milestone required before starting production, as well as allowing for reductions in land and various investment costs.  The Exploitation Phase is followed by the Production Phase which lasts for an indefinite period.

 

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Alto ParanáTitanium Project

We acquired our Alto Paraná Titanium Project Paraguay

The Alto Paraná Project was acquired by our Company from CIC Resources Inc. (“CIC”) on July 7, 2017.

 

Property Description andLocation

 

The Alto Paraná Titanium Project is a titanium project located in Eastern Paraguay in the Alto Paraná province approximately 100 km north of Ciudad del Este and consists of 174,200 acres. The Alto Paraná Project resource is atypically high in titanium values when compared to most beach sand deposits. High iron laterite hosts heavy minerals containing high iron and titanium values as ilmenite, titanomagnetite and magnetite.

 

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History

 

Exploration work on the property was initiated by CIC in 2009 with a program of widespread hand-dug pits consisting of channel samples at approximately one meter verticalsone-meter vertical intervals within the laterite. The initial phase of pitting and sampling was followed up by more closely spaced deep pitting and shallow (1(one m) auger drilling in 2010 and 2011. In total, 4,432 samples from deep pits and 2,992 one meterone-meter auger samples have been collected and analyzed. The purpose of the exploration work was to evaluate the original CIC hectares to determine the area of best grade and thickness. Based on these extensive sampling efforts, our Companywe now controlscontrol this generally higher-grade/thickness area as previously noted.

 

CIC also conducted extensive process development work with the objective of a viable process flow sheet for beneficiation of the heavy minerals from the laterite. This work carried out by Mineral Advisory Group, (“MAG”), and included design, construction and operation of a 1.5 tonne per hour pilot plant in Paraguay. During operations the plant underwent continual process improvements and eventually produced 108 tonnes of concentrate over a three-month period. In January 2012 the concentrate was shipped to MINTEK in South Africa for smelting in a MINTEK pilot plant.

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Geologic Setting and Mineralization

 

Mineralization on the property consists of laterite containing ilmenite, titanomagnetite and magnetite derived from Early Cretaceous tholeitic basalts of the Paraná Basin and associated gabbro intrusions. The basalts and gabbros have been weathered to laterite to an average depth of approximately 7 mseven metres over a very extensive area. Kaolinite is the dominant mineral, representing 60% -to 75% of the mineral assemblage. Ilmenite, magnetite and titanomagnetite are present in the laterite as discrete minerals ranging in particle size from <40 µm to 350 µm with an average particle sizes in the 135 μmµm to 165 μmµm range. The grade of TiO₂titanium in the laterite ranges up to approximately 11% but is typically in the 5% to 9% TiO₂.range.

 

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Summary

The Alto Paraná Titanium Project appears to be homogeneous and much higher grade than existing mineral sands deposits. Further work on particle size distribution of the ilmenite/titanomagnetite fractions and variable laterite bulk density as a function of depth will help better define the Alto Paraná Titanium Project.

 

On September 12, 2017, we filed a NI 43-101 Technical Report and Resource Estimate for the Alto Paraná Project titled “Technical Reportauthored by Martin C. Kuhn, PhD, PE and Resource Estimate for the Alto Paraná Project”David M. Brown, P. Geo., and filed it on the CSA’s public disclosure website atwww.sedar.com. SEDAR.

The Technical Report contains certain disclosure relating to measured, indicatedCompany has had communications and inferred mineral resource estimates for the Alto Paraná Project. Such mineral resources have been estimated in accordancefilings with the definition standards on mineral resources ofMOPC, whereby the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. Measured, indicated and inferred mineral resources, while recognized and required by Canadian regulations, are not defined terms underMOPC is taking the SEC's Industry Guide 7, and are normally not permitted to be used in reports and registration statements filed with the SEC. Accordingly, we have not reported them in this Annual Report or otherwise in the United States. Investors are cautioned not to assumeposition that any part or all of the mineral resources in this category will ever be converted into mineral reserves. Measured, indicated and inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. In particular, it should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability. It cannot be assumed that all or any part of measured, indicated or inferred mineral resources discussed in the Technical Report will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that anycertain concessions forming part of the reported mineral resources referredCompany’s Yuty Project and Alto Paraná Project are not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the Technical Report are economically or legally mineable.MOPC’s position in order to protect the Company’s continuing rights in those concessions.

 

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Other Properties

 

As of July 31, 2017,2020, we owned 32 acres of real estate located in Goliad County, Texas, 22 acres of real estate in Karnes County, Texas, 40 acres of real estate in Campbell Country, Wyoming, and 76.6 acres of real estate located in the Republic of Paraguay.

As of July 31, 2017,2020, we have entered into office rental and service agreements as follows:

 

· ●

an office lease at $9,308$9,510 per month for the Corpus Christi administration office located at 500 N. Shoreline Blvd., Suite 800N, Corpus Christi, Texas, 78471. The lease expires on July 31, 2018; and2021;

· ●

an office lease at $7,324$5,483 per month for the Vancouver administration office at 1030 West Georgia Street, Suite 1830, Vancouver, B.C.,British Columbia, Canada, V6E 2Y3. The lease expires on March 31, 2021; and

●

an office lease at $1,500 per month for the Wyoming office at 409 West Birch Street, Glenrock, Wyoming, 82637. The lease expires on April 30, 2021.

 

Our Databases

 

We have acquired historical exploration data that will assist in the direction of proposed exploration program on lands held in our current property portfolio. This prior exploration data consists of management information and work product derived from various reports, drill hole assay results, drill hole logs, studies, maps, radioactive rock samples, exploratory drill logs, state organization reports, consultants, geological study and other exploratory information.

 

The following provides information relating to our database:databases:

 

Tronox Worldwide

 

Effective February 20, 2008, we acquired from Tronox Worldwide LLC certain assets, consisting of certain maps, data, exploration results and other information pertaining to lands within the United StatesU.S. (excluding New Mexico and Wyoming), Canada and Australia, and specifically including the former uranium exploration projects by Kerr McGee Corporation. The Tronox database contains records on some of our properties located in Arizona, the Colorado Plateau and Texas. We have exclusive ownership of this database.

 

Jebsen

 

TheOur Jebsen database covers territory in Wyoming and New Mexico, including some of our existing properties. The database belonged to a pioneering uranium developer and represents work conducted from the 1950s through to the present.

 

This database adds over 500 drill holes and over 500,000 feet of drilling data results to our Company’s existing library of data. Other than logs, the data set consists of volumes of maps, lithographic logs, geologic reports, and feasibility studies, and many other essential tools for uranium exploration and pre-extraction.

 

Our geologists have linked contents of the database to some of our existing properties, specifically pertaining to our projects in the Shirley Basin and Powder River Basin of Wyoming, and in the Grants Uranium District of New Mexico. We have exclusive ownership of this database.

 

Halterman

 

TheOur Halterman database consists of exploratory and pre-extraction work compiled during the 1970s and 80s,1980s, including extensive data on significant prospects and projects in the following known uranium districts in the States of Colorado, New Mexico and Utah, including in the Grants, San Juan Basin, Chama Basin, Moab, Lisbon Valley, Dove Creek, Slick Rock and Uravan districts.

 

This database includes drilling and logging data from over 200,000 feet of uranium exploration and pre-extraction drilling, resource evaluations and calculations, drill-hole locations and grade thickness maps, competitor activity maps as well as several dozen geological and project evaluation reports covering uranium projects in New Mexico, Colorado, Utah, Texas and California. We have exclusive ownership of this database.

 

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Brenniman

 

TheOur Brenniman database includes drilling and logging data from over two million feet of uranium exploration and pre-extraction drilling, resource calculation reports and various other geological reports, drill hole location maps and other mapping. This database includes approximately 142 drill hole gamma and E-logs. The data was originally compiled from 1972 to 1981 by various exploration companies, and covers over 100 uranium prospects in 15 southern U.S. states. This library will be used by our technical personnel to determine locations of where drill-indicated uranium may exist. We have exclusive ownership of this database.

 

Kirkwood

 

We acquired a database of uranium exploration results covering an area of approximately 13,000 acres within the uranium zone known as the Poison Spider area, in central Wyoming. The area covered includes property already held by us, as well as by other publicly-traded uranium exploration companies. The database was compiled by William Kirkwood of North American Mining and Minerals Company, a significant participant in the uranium, coal, gold and oil and gas industries in the western United States since the 1960s. The data acquired was generated from exploration originally conducted by companies such as Homestake Mining, Kennecott Corp, Rampart Exploration and Kirkwood Oil and Gas, largely between 1969 and 1982. The database consists of drill hole assay logs for 470 holes, including 75,200 feet of drilling, 22,000 feet of gamma logs, drill hole location maps, cross sections, geological maps, geological reports, and other assay data and will be used to locate possible mineralized zones in the Poison Spider area in central Wyoming. We have exclusive ownership of this database.

 

Odell

 

We acquired the rights to a database containing over 50 years of uranium exploration data for the State of Wyoming. This database consists of 315,000 feet of drill logs, over 400 maps, copies of all US geological survey uranium publications dating back to 1954 and geological reports on uranium ore bodies throughout Wyoming. The database will be used to locate possible mineralized zones. The database is made available to the Companyus by Robert Odell, the compiler and publisher of the Rocky Mountain Uranium Minerals Scout since 1974. We do not own or have exclusive rights to this database.

 

Moore

We acquired a database of U.S. uranium exploration results from Moore Energy, a private Oklahoma-based uranium exploration company.

 

The Moore Energy U.S. uranium database consists of over 30 years of uranium exploration information in the States of Texas, New Mexico and Wyoming, originally conducted during the 1970s 80s and 90s.to the 1990s. It includes results of over 10,000 drill holes, plus primary maps and geological reports. It covers approximately one million acres of prospective uranium claims in the South Texas uranium trend,Uranium Belt, New Mexico, and Powder River Basin, Wyoming, as well as zones in Texas, and will be used to locate possible mineralized zones.

 

The database also provides the Companyus with exploration data about itsour Goliad Project, in south Texas, including 250,000 feet of drill logs and further delineates zones of potential uranium mineralization. It also contains drilling results from properties that are being developed by other uranium exploration companies, and also widespread regional data from throughout the South Texas uranium trend. We have exclusive ownership of this database.

 

Uranium Resources Inc.

 

We acquired the full database of historic drill results for the Company’sour Salvo ISR uranium projectProject located in Bee County, Texas. The database consists of 425 gamma ray/resistivity and lithology logs, PGT logs and drill plan maps. We have exclusive ownership of this database.

 

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Uranium One – South Texas Goliad Project

 

TheOur South Texas Goliad database includes raw and interpreted data compiled by Total Minerals (“TOMIN”) and others from the mid1980s to 1993. The database is an evaluation of the uranium potential within the Goliad Formation from south of Houston to the Mexican border.

 

Through TOMIN’s purchase of the Holiday - ElHoliday-El Mesquite project, located in Duval County, Texas, in 1990, TOMIN acquired the Mobil uranium exploration database. Starting with this data, and earlier data purchased from Tenneco Uranium, TOMIN also acquired regional oil and gas logs (included in the database), water well driller logs and other regional information to begin their study of the Goliad Formation along the South TXTexas Uranium Trend.Belt.

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As a result of the study TOMIN identified 62 targets and drilled 22 holes by project end in 1993. Of the 22 drilled, 19 were disproved and the remaining three await further drilling to assess trends. Another 40 targets remain to be drill-evaluated.

 

In summary, the database contains:

 

· ●

4,894 South Texas uranium logs - 2.8 million feet of drilling;

· ●

13,882 South Texas oil and gas logs - 41.6 million feet;

· ●

752 maps/sections across South Texas; and

· ●

103 documents, reports and analyses documenting the study.

 

Item 3. Legal Proceedings

 

As of the date of this Annual Report, other than as disclosed below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which theour Company or any of itsour 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 TCEQ granted theour Company’s applications for a Class III Injection Well Permit, Production Area AuthorizationPAA and Aquifer ExemptionAE for our Goliad Project.  On or about December 4, 2012, the U.S. Environmental Protection AgencyEPA concurred with the TCEQ issuance of the Aquifer ExemptionAE permit.  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 theour 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 theour 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 CompanyWe 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, theour Company conducted a joint groundwater survey of the site, the result of which reaffirmed the Company’sour previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of the Company’sour 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”).schedule. In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. The Company continuesWe continue to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

 

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On or about April 3, 2012, theThe 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 Companyhas had communications 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 conjunctionfilings with the merger of Concentric. The lawsuit originally further allegedMOPC, the mining regulator in Paraguay, whereby the MOPC is taking the position 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 portioncertain concessions forming part of the lawsuit was settledCompany’s Yuty and Alto Parana Projects are not eligible for extension as to exploration or continuation to exploitation in full by a cash payment of $149,194their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the Plaintiffs and subsequently dismissed. The Court dismissed several other claims set forthMOPC’s position in the Plaintiffs’ initial complaint, but granted the Plaintiffs leaveorder 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.

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 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 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 dismissal.

On or about September 10, 2015, John Price filed a stockholder derivative complaint on behalf of the Company againstprotect the Company’s Board of Directors (the “Board of Directors” or “Board”), executive management and three of its vice presidentscontinuing rights 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 the 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 filed a motion to dismiss and on September 13, 2017, the Court granted the Company’s motion to dismiss the Nevada Derivative Case. On or about October 5, 2017, the Plaintiff filed a notice of appeal with the Court and, as of the date of this Annual Report, the Court has not set a briefing date deadline.those concessions.

 

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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 of Directors 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 4. Mine Safety Disclosures

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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 (the “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 fiscal year ended July 31, 2017, the2020, our Company’s Palangana Mine was not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “URME” on December 5, 2005. On September 28, 2007, shares of our common stock commenced trading on the NYSE American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) under the symbol “UEC”. The market for our common stock is limited and can be volatile. The following table sets forth the high and low trading prices relating to our common stock on the NYSE American on a quarterly basis for the periods indicated:

 

NYSE American
Quarter Ended		High				Low
July 2017		$	1.77			$	1.10
April 2017		$	1.92			$	1.23
January 2017		$	1.82			$	0.81
October 2016		$	1.24			$	0.86
July 2016		$	1.47			$	0.69
April 2016		$	1.00			$	0.70
January 2016		$	1.15			$	0.65
October 2015		$	1.41			$	0.90

NYSE American
Quarter Ended	High	Low
July 2020	$1.01	$0.96
April 2020	$1.18	$1.10
January 2020	$0.85	$0.79
October 2019	$1.01	$0.95
July 2019	$1.02	$0.96
April 2019	$1.42	$1.37
January 2019	$1.33	$1.28
October 2018	$1.34	$1.30
July 2018	$1.80	$1.48
April 2018	$1.74	$1.22
January 2018	$2.00	$0.96
October 2017	$1.64	$1.05

 

The last reported closing price for our shares on the NYSE American on October 10, 201727, 2020 was 1.25$0.9151 per share.  As of October 10, 2017,27, 2020, we had 241216 registered shareholders.

 

Dividend Policy

 

No dividends have been declared or paid on our common stock. We have incurred recurring losses and do not currently intend to pay any cash dividends in the foreseeable future.

 

Securities Authorized For Issuance Under Compensation Plans

 

At July 31, 2017,2020, we had one equity compensation plan, our 20172020 Stock Incentive Plan (the “2017“2020 Plan”). The table below sets forth information relating to our equity compensation plan at our fiscal year end July 31, 2017:2020:

 

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Weighted Average Remaining Term of Outstanding Options, Warrants and Rights (c)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))			Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))
Equity Compensation Plans Approved by Security Holders (2017 Stock Incentive Plan)			12,260,500			$	1.33			2.45 years			4,059,562
Equity Compensation Plans Approved by Security Holders (2020 Stock Incentive Plan)(3)															17,887,251	$1.13	7,644,073
Equity Compensation Plans Not Approved by Security Holders			Nil				N/A			N/A			Nil		Nil	N/A	Nil
Total			12,260,500			$	1.33			2.45 years			4,059,562		17,887,251	$1.13	7,644,073

Notes:

(1)

This figure represents: (i) 15,514,750 outstanding stock options having a weighted average exercise price of $1.13 and a weighted average remaining term of 5.64 years; (ii) 1,615,000 shares of our common stock underlying RSUs; and (iii) 757,501 shares of our common stock underlying PRSUs. Shares of our common stock underlying PRSUs are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, depending on the achievement of performance criteria.

(2)	This price applies only to the stock options included in column (a) and is not applicable to the RSUs or PRSUs included in column (a).

(3)

Under our 2020 Stock Incentive Plan, stock-based awards are granted from a pool of available shares, with: (i) every share issuable pursuant to the exercise of a stock option or SAR counting as one share of our common stock; and (ii) every share underlying restricted stock, a RSU, a PRSU or other right or benefit under our 2020 Stock Incentive Plan counting as two shares of our common stock.

 

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Securities Authorized For Issuance Under Compensation Plans

 

20172020 Stock Incentive Plan

 

On June 6, 2017,5, 2020, our Board of Directors adoptedauthorized and approved the 2017adoption of the Company’s 2020 Plan, under which up to 22,439,420an aggregate of 27,620,197 of our shares may be issued, subject to adjustment as described in the 20172020 Plan, and which, at that time, consisted ofof: (i) 12,305,50011,778,500 shares issuable pursuant to stock options previously granted that were outstanding under our 20162019 Stock Incentive Plan (the “2016“2019 Plan”); (ii) 4,133,9209,861,687 shares remaining available for issuance under the 20162019 Plan; and (iii) 6,000,000 additional shares that may be issued pursuant to awards that may be granted under the 2017 Plan.2020 Plan (collectively the “Stock Incentive Plan”). On July 27, 2017,30, 2020, our shareholders approved the adoption of our 20172020 Plan. The 20172020 Plan supersedes and replaces the Company’sour prior equity compensation plan, being the 2016 Stock Incentive2019 Plan, (the “2016 Plan”), such that no further shares are issuable under the 20162019 Plan.

 

The purpose of the 20172020 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

 

The 20172020 Plan is to be administered by our Compensation Committee (therein our “Administrator”) which shall determine, among other things,things: (i) the persons to be granted awards under the 20172020 Plan (each an “Award” to an “Eligible Participant”),; (ii) the number of shares or amount of other awardsAwards to be granted; and (iii) the terms and conditions of the awardsAwards granted. The CompanyWe may issue shares, options, stock appreciation rights, restricted stock units, performance restricted stock units, deferred stock rightsunits and dividend equivalent rights, among others, under the 20172020 Plan.

 

An awardAward may not be exercised after the termination date of the awardAward and may be exercised following the termination of an Eligible Participant’s continuous service only to the extent provided by the administratorAdministrator under the 20172020 Plan. If the administratorAdministrator under the 20172020 Plan permits an Eligible Participant to exercise an awardAward following the termination of continuous service for a specified period, the awardAward terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award,Award, whichever occurs first. In the event an Eligible Participant’s service has been terminated for “cause,”“cause”, he or she shall immediately forfeit all rights to any of the awardsAwards outstanding.

 

The foregoing summary of the 20172020 Plan is not complete and is qualified in its entirety by reference to the 20172020 Plan, a copy of which has been filed electronically with the SEC, which is available under the Company’s filings at www.sec.gov.

 

As of October 10, 2017,27, 2020, there were stock options outstanding under our 20172020 Plan exercisable for an aggregate of 14,103,25014,171,250 shares of our common stock.

Common Stock Purchase Warrants

 

As ofOctober 10, 2017,27, 2020, there were common stock purchase warrants issued and outstanding exercisable for an aggregate of 30,985,28814,555,314 shares of our common stock.

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Recent SalesIssuances of Unregistered Securities

 

All of our issuances of unregistered securities during our fiscal year ended July 31, 20172020 were previously disclosed in our Quarterly Reports on Form 10-Q for our first, second and third quarters of our fiscal year ended July 31, 20172020 and in our current reports on Form 8-K as filed periodically with the SEC, except forSEC. During our fourth quarter ended July 31, 2020, we issued the following:following securities that were not registered under the Securities Act:

 

· ●

on May 18, 2017,4, 2020, we issued 250,308an aggregate of 26,403 shares of restricted common stock to four consultants in consideration for services under consulting agreements at a deemed issuance price of $1.35 per share, as follows: (i) we issued 100,000 shares of restricted common stock to one consultant; (ii) we issued 15,308 shares of restricted common stock to one consultant; (iii) we issued 25,000 shares of restricted common stock to one consultant; and (iv) we issued 110,000 shares of restricted common stock to one consultant. 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 three consultants;

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·

on May 23, 2017, we issued 10,000 shares of restricted common stock to a consultant in consideration for services under a consulting agreement at a deemed issuance price of $1.20 per share. 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;

·

on May 29, 2017, we issued 199,382 shares of restricted common stock to a consultant pursuant to a shares for debt subscription agreement at a deemed issuance price of $1.40$0.909 per share.  We relied 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;

· ●

on June 18, 2017,May 7, 2020, we issued an aggregate of 40,3084,054 shares of restricted common stock to two consultants in consideration for services under consulting agreements at a deemed issuance price of $1.35 per share, as follows: (i) we issued 25,000 shares of restricted common stock to one consultant; and (ii) we issued 15,308 shares of restricted common stock to the other consultant. 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 consultant;

·

on each of July 3, 2017, August 1, 2017 and September 1, 2017, we issued 5,147 shares of restricted common stock to a consultant in consideration for services under a consulting agreement at a deemed issuance price of $1.41$1.11 per share.  We relied 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; and.

· ●

on July 7, 2017,13, 2020, we issued 664,879an aggregate of 8,108 shares of restricted common stock to CIC Resources Inc. pursuant to a Share Purchase and Option Agreement, as amended,consultant in consideration for services under a consulting agreement at a deemed issuance price of $1.5363$1.11 per share.  We relied 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;

·

on August 4, 2017, we issued an aggregate of 80,122 shares of restricted common stock to two consultants in consideration for services under consulting agreements, as follows: (i) we issued 60,000 shares of restricted common stock to one consultant at a deemed issuance price of $1.73 per share; and (ii) we issued 20,122 shares of restricted common stock to the other consultant at a deemed issuance price of $1.64 per share. We relied 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;

·

on August 9, 2017, we issued an aggregate of 14,987,908 shares of restricted common stock pursuant to a Share Purchase Agreement dated May 9, 2017, as amended August 7, 2017, at a deemed issuance price of $1.406 per share, as follows: (i) we issued 3,416,732 shares of restricted common stock to Pacific Road Resources Reno Creek Cayco 1 Ltd.; (ii) we issued 3,416,732 shares of restricted common stock to Pacific Road Resources Reno Creek Cayco 2 Ltd.; (iii) we issued 2,847,277 shares of restricted common stock to Pacific Road Resources Reno Creek Cayco 3 Ltd.; (iv) we issued 2,002,661 shares of restricted common stock to Pacific Road Resources Reno Creek Cayco 4 Ltd.; (v) we issued 2,895,336 shares of restricted common stock to Reno Creek Unit Trust; and (vi) we issued 409,170 shares of restricted common stock to Bayswater Holdings Inc. We relied 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;

·

on August 21, 2017, we issued 104,706 shares of restricted common stock to Blender Media Inc. pursuant to a shares for debt subscription agreement at a deemed issuance price of $1.3531 per share. We relied 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;

·

also on August 21, 2017, we issued a further 217,702 shares of restricted common stock to a consultant pursuant to a financial advisory agreement at a deemed issuance price of $1.4699 per share. We relied 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; and

·

on August 29, 2017, we issued 46,134 shares of restricted common stock to two individuals at a deemed issuance price of $1.0838 per share pursuant to a settlement agreement. 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.

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Comparative Stock Performance

 

The graph below compares the cumulative total stockholder return on our common stock assuming an investment of $100 and the reinvestment of all dividends, if any, for the years ended July 31, 20132016, through to July 31, 2017; with2020, with: (i) the cumulative total return on the shares of common stock of a current peer group index comprised of:of Denison Mines Corp., UR-Energy Inc., Gastar Exploration Inc., VAALCO Energy, Inc., Energy Fuels Inc., Adams Resources & Energy, Inc., Hallador Energy Company, Abraxas Petroleum Corporation, Fission Uranium Corp., Approach Resources, Inc., Mid-Con Energy Partners, LP, Evolution Petroleum Corporation, NexGen Energy Ltd., Cloud Peak Energy Inc., Polymet Mining Corp., Isramco Inc., Uranium Resources, Inc., Comstock Resources, Inc., Silvercorp Metals Inc., Westmoreland Coal Company, Fission Uranium Corp.Energy Fuels Inc., NexGen EnergyLaramie Resources Ltd. and Uranium Resources, Inc. (theUEX Corporation (collectively, the “Current Peer Group”); (ii) the cumulative total return on the shares of common stock of a previous peer group index comprised of Denison Mines Corp., PaladinUR-Energy Inc., Adams Resources & Energy, Inc., Hallador Energy Company, Abraxas Petroleum Corporation, Fission Uranium Corp. , Approach Resources, Inc., Evolution Petroleum Corporation, NexGen Energy Ltd., UraniumPolymet Mining Corp., Isramco Inc., Comstock Resources, Inc. Peninsula Energy Ltd., Cameco Corp.Silvercorp Metals Inc., and Energy Fuels Inc. (the, Laramie Resources Ltd. and UEX Corporation (collectively, the “Previous Peer Group”); and (iii) the cumulative return on the Russell 20003000 Index. The change in peer group was made to address changes in the external market and to better reflect theour Company’s business.

 

 

		July 31, 2013				July 31, 2014				July 31, 2015				July 31, 2016				July 31, 2017
Uranium Energy Corp.		$	115.50			$	88.50			$	67.00			$	48.05			$	80.00
Current Peer Group			115.97				153.20				101.67				98.83				52.07
Previous Peer Group			83.09				71.20				42.89				32.33				26.54
Russell 2000 Index			132.83				142.33				157.40				155.02				181.10

 

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Item 6. Selected Financial Data

 

The following tables provide selected financial data for each of the past five fiscal years, and should be read in conjunction with, and are qualified in their entirety by reference to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations herein and our consolidated financial statements and related notes for the fiscal year ended July 31, 2017,Fiscal 2020, as presented under Item 8. Financial Statements and Supplementary Data.Data herein. These historical results are not necessarily indicative of the results to be expected for any future period.

 

Consolidated Balance SheetsSheets

 

		July 31, 2017				July 31, 2016				July 31, 2015				July 31, 2014				July 31, 2013				July 31, 2020				July 31, 2019				July 31, 2018				July 31, 2017				July 31, 2016
Cash and cash equivalents		$	12,575,973			$	7,142,571			$	10,092,408			$	8,839,892			$	14,171,807			$	5,147,703			$	6,058,186			$	6,926,523			$	12,575,973			$	7,142,571
Working capital			21,143,775				6,178,194				6,246,920				9,184,889				11,703,311
Term deposits																							-				11,831,671				-				10,000,000				-
Working capital (deficit)																							4,552,477				16,638,565				(3,974,842	)			21,143,775				6,178,194
Total assets			72,177,234				56,176,311				57,900,257				64,655,888				73,250,001				91,389,617				101,040,242				89,611,309				72,177,234				56,176,311
Total liabilities			26,041,829				25,726,433				26,913,592				25,232,289				15,804,923				26,972,999				26,812,974				26,435,749				26,041,829				25,726,433
Stockholders' equity			46,135,405				30,449,878				30,986,665				39,423,599				57,445,078				64,416,618				74,227,268				63,175,560				46,135,405				30,449,878

Consolidated StatementsStatements of Operations

 

		Year Ended July 31,																				Year Ended July 31,
		2017				2016				2015				2014				2013				2020				2019				2018				2017				2016
Sales		$	-			$	-			$	3,080,000			$	-			$	9,026,325
Costs and expenses			15,218,433				14,331,743				23,415,842				22,836,594				30,836,954			$	14,334,523			$	14,977,013			$	16,313,981			$	15,218,433			$	14,331,743
Net loss for the year			(17,971,056	)			(17,329,872	)			(23,361,928	)			(25,975,107	)			(21,863,091	)			(14,610,516	)			(17,152,789	)			(17,826,634	)			(17,971,056	)			(17,329,872	)
Net loss per share, basic and diluted			(0.14	)			(0.16	)			(0.25	)			(0.29	)			(0.26	)			(0.08	)			(0.10	)			(0.11	)			(0.14	)			(0.16	)

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Item 7. 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 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 and, including, without limitation, this Form 10-K filing for the fiscal year ended July 31, 2017,2020, including the consolidated financial statements and related notes contained herein. 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 RegardingForward-looking Statements” and Item 1A. Risk Factors.Factors herein.

 

Introduction

 

The following discussion summarizes the results of operations for each of theour fiscal years ended July 31, 2017, 2016,2020, 2019, and 20152018 (“Fiscal 2017”2020”, “Fiscal 2016”,2019” and “Fiscal 2015”2018”) and our financial condition as at July 31, 20172020 and 2016,2019, with a particular emphasis on Fiscal 2017,2020, our most recently completed fiscal year.

 

Business

 

We operate in a single reportable segment and, since 2004, as more fully described under “General Business” of Item 1. Business herein, we have been primarily engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on uranium projects located in the United States, Canada and Paraguay.

 

We utilize ISR mining for our uranium projects 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, theour Palangana Mine, which utilizes ISR mining and commenced extraction of U₃O₈, or yellowcake, in November 2010. We have one uranium processing facility located in the State of Texas, theour Hobson Processing Facility, which processes material from the Palangana Mine into drums of U₃O₈, our only sales product and source of revenue, for shipping to a third-party storage and sales facility. At July 31, 2017,2020, we had no uranium supply or “off-take”off-take agreements in place.

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Our fully-licensed and 100%-owned 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, which has a physical capacity to process uranium-loaded resins up to a total of two million pounds of U₃O₈ annually and is licensed to process up to one million pounds of U₃O₈ annually, 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”).

 

We also hold certain mineral rights in various stages in the States of Arizona, Colorado, New Mexico, Wyoming and Texas, and in Canada 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 acquisition of additional uranium projects.

 

During Fiscal 2017, our Company

·

completed a registered offering of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $25,996,254;

·

completed the acquisition of the Alto Parana Titanium Project through the exercise of an option in accordance with a Share Purchase and Option Agreement effective March 4, 2016.;

·

continued to advance permitting activities at the Burke Hollow Project and received a Mine Area Permit from TCEQ and Aquifer Exemption Approval from EPA;

·

completed 103 exploration holes totaling 44,480 feet with an average depth of 432 feet at the Burke Hollow Project;

·

entered into a Share Purchase Agreement to acquire the fully permitted Reno Creek Project in Wyoming, which was subsequently completed in August 2017; and

·

achieved inclusion in the Russell 3000® Index.

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Key Issues

 

Since commencing uranium extraction at the Palangana Mine in November 2010, to July 31, 2017, we have been focused primarily on expanding our South Texas uranium mining activities and establishing additional uranium mines through exploration and pre-extraction activities and direct acquisitions in both the United StatesU.S. and Paraguay, all of which require us to manage numerous challenges, risks and uncertainties inherent in our business and operations as more fully described in Item 1A. Risk Factors.Factors herein.

 

Our operations are capital intensive, and we will require significant additional financing to continue with our exploration and pre-extraction activities and acquire additional uranium projects. 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. We have also relied 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. 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 electricity 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 inability to obtain additional financing would have a negative impact on our operations, including delays, curtailment or abandonment of any one or all of our uranium projects.

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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 mineral projects. We have established the existence of mineralized materials for certain uranium projects, including theour 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. The Palangana Mine has been our sole source forto generate sales revenues from the sales of U₃O₈ sold to generate our sales revenues during Fiscal 2015, Fiscal 2013 and Fiscal 2012, with no sales revenues generated during Fiscal 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012.other years. The economic viability of our mining activities, including the expected duration and profitability of the Palangana Mine and of any future satellite ISR mines, such as theour 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 achieving and maintaining profitability and developing positive cash flow.

 

Uranium extractionIn response to COVID-19 pandemic, we have taken proactive steps to lower our operating expenses and to adjust our timing on capital expenditures. For the protection of our employees, we have arranged for our teams at our Vancouver, Corpus Christi and Paraguay offices to work remotely. In addition, previous plans to resume last year’s successful drilling program at our Burke Hollow Project has been postponed along with the associated capital outlays until market conditions normalize. In the meantime, we continue to operate our Palangana Mine continued to operate at a reduced pace since implementingto capture residual uranium only and continue to advance our strategic plan in September 2013 to align our operations to a weak uranium market in a challenging post-Fukushima environment. This strategy has includedISR projects with engineering and geologic evaluations that support the deferral of major pre-extraction expenditures and remaining in a state of operationalCompany’s extraction readiness in anticipation of a recovery in uranium prices. strategy.

At July 31, 2017,2020, we had no uranium supply or “off-take”off-take agreements in place. Future sales of U₃O₈ are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows.

 

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The table below provides the high/low/average/close for the uranium spot price for each of theour last five fiscal years ended July 31 as obtained from The Ux Consulting Company, LLC:UxC Broker Average Price:

 

Fiscal Year Ended		High				Low				Average				Close				High				Low				Average				Close
July 31, 2020																			34.19				23.88				27.66				32.35
July 31, 2019																			29.28				23.94				26.95				25.41
July 31, 2018																			26.44				19.87				22.09				25.81
July 31, 2017		$	26.60			$	17.75			$	22.31			$	20.25				26.69				17.80				22.33				20.11
July 31, 2016			38.50				25.00				32.25				25.90				38.13				25.00				32.39				26.13
July 31, 2015			44.00				28.75				36.53				36.00
July 31, 2014			36.25				28.00				33.22				28.50
July 31, 2013			49.25				34.25				43.50				34.50

 

Historically, the uranium spot price has been difficult to predict and subject to significant volatility and will continue to be affected by numerous factors beyond our control.

 

Mineral Rights and Properties

The following is a summary of significant activities by project during Fiscal 2017:

Burke Hollow Project

During Fiscal 2017, we continued to advance the applications of the Mine Area Permit, Aquifer Exemption and Radioactive Material License at our Burke Hollow Project after receipt of two Class I disposal well permits in Fiscal 2016.  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 Fiscal 2017, we completed 103 exploration holes totaling 44,480 feet with depths ranging from 420 feet to 480 feet, with an average depth of 432 feet. Cumulative to July 31, 2017, a total of 678 exploration holes, including 30 regional baseline monitor wells, totaling 316,000 feet have been drilled to depths ranging from 160 feet to 1,100 feet, with an average depth of 466 feet.

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Yuty Project

During Fiscal 2017, we initiated work on a Preliminary Economic Assessment in accordance with the provisions of CSA NI43-101 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. 

Acquisition of Alto ParanáTitanium Project

On March 4, 2016, the Company entered into a share purchase and option agreement (the “Share Purchase and Option Agreement”) with CIC Resources Inc. (the “CICRI”) pursuant to which the Company acquired all of the issued and outstanding shares of JDL Resources Inc. (“JDL”; the “JDL Acquisition” ), a wholly-owned subsidiary of the CICRI. As consideration, the Company issued 1,333,560 restricted common shares of the Company and paid $50,000 in cash to complete the JDL Acquisition.

Pursuant to the Share Purchase and Option Agreement, as subsequently amended, the Company was granted an option to acquire all of the issued and outstanding shares of CIC Resources (Paraguay) Inc. (“CIC”; the “CIC Option”), another wholly-owned subsidiary of CICRI.  CIC is the beneficial owner of Paraguay Resources Inc. which is the 100% owner of certain titanium mineral concessions (the “Alto Paraná Titanium Project”), located in the departments of Alto Paraná and Canindeyú in the Republic of Paraguay.

On July 7, 2017, the Company exercised the CIC Option to acquire all of the issued and outstanding shares of CIC (the “CIC Acquisition”). As a result, the Company now controls 100% of the Alto Paraná Titanium Project, which covers an area of 174,200 acres under five mining permits.

Refer to Note 3: Acquisition of Alto Paraná Titanium Project in the Notes to the Consolidated Financial Statements for Fiscal 2017.

Acquisition of Reno Creek Project

On May 9, 2017, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) 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”) (the “Reno Creek Acquisition”) and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project located in the Powder River Basin, Wyoming.

On August 9, 2017, the Company completed the Reno Creek Acquisition pursuant to the Share Purchase Agreement with each of the original Pacific Road Resources Funds (“PRRF”) and, by tag-along right, BHI, and together with PRRF the (“Reno Creek Vendors”), to acquire all of the issued and outstanding shares of RCHI and therefore obtained 100% interest of the Reno Creek Project.

Refer to Note 17: Acquisition of Reno Creek Project of the Notes to the Consolidated Financial Statements for Fiscal 2017.

Results of Operations

 

For Fiscal 2017,2020, Fiscal 20162019 and Fiscal 2015,2018, we recorded a net loss of $17,971,056$14,610,516 ($0.140.08 per share), $17,329,872$17,152,789 ($0.160.10 per share), and $23,361,928$17,826,634, ($0.250.11 per share), respectively. Costs and expensesLoss from operations during Fiscal 2017,2020, Fiscal 20162019 and Fiscal 2015 were $15,218,433, $14,331,743,2018 totaled $14,334,523, $14,977,013 and $23,415,842,$16,313,981, respectively.

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During Fiscal 2015, sales of U₃O₈ totaled 80,000 pounds generating sales revenues of $3,080,000, with corresponding cost of sales of $2,326,674. No revenue from U₃O₈ sales was generated during Fiscal 20172020, Fiscal 2019 and Fiscal 2016.

Uranium Extraction Activities2018.

 

During the second half of Fiscal 2017, Fiscal 20162020, in response to the significant financial market uncertainty as a result of the COVID-19 pandemic, we implemented corporate-wide cost-cutting and Fiscal 2015,cash saving measures including deferral of capital expenditures to reduce cash outlays. In the meantime, we continued with our strategic plan for reduced operations implemented in September 2013. We further reduced operations at the Palangana Mine in Fiscal 2016 and continued in Fiscal 2017 to capture residual uraniumpounds of U₃O₈ only. 

While we remain in a state of operational readiness, uranium extraction expenditures incurred for PAA-1, 2 and 3 at the Palangana Mine directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a minimum labor force will be charged to the consolidated statement of operations.

As a result, during Fiscal 2017,no uranium concentrate was extracted at the Palangana Mine captured only residual amounts of uranium and the Hobson Processing Facility processed 2,100 pounds of uranium concentrates from prior year’s work-in-process inventory. During Fiscal 2016, the Palangana Mine captured 2,000 pounds of residual uranium during the process of maintaining operational readiness and no uranium concentrates were processed at the Hobson Processing Facility. During Fiscal 2015, the Palangana Mine extracted 16,000 pounds of U₃O₈, and the Hobson Processing Facility processed 18,000 pounds of U₃O₈.

During Fiscal 2017, we recorded an inventory write-down of $60,694 to adjust the U₃O₈ inventory balance in finished goods and work-in-progress to net realizable value to reflect the market price of U₃O₈ of $18.81 per pound at October 31, 2016, less estimated royalties. No inventory write-down was recorded during Fiscal 20162020 and Fiscal 2015.

2019. At July 31, 2017,2020, the total value of inventories was $211,662 (July 31, 2016: $275,316)2019: $211,662).

 

Costs and Expenses

 

During Fiscal 2017,2020, costs and expenses totaled $15,218,433$14,334,523, (Fiscal 2016: $14,331,743;2019: $14,977,013; Fiscal 2015: $23,415,842)2018: $16,313,981), primarily comprised of cost of sales of $Nil (Fiscal 2016: $Nil; Fiscal 2015: $2,326,674), mineral property expenditures of $4,120,388$4,582,403 (Fiscal 2016: $4,061,159;2019: $4,487,537; Fiscal 2015: $5,706,080)2018: $4,552,151), general and administrative expenses of $10,241,681$9,441,898 (Fiscal 2016: $9,297,746;2019: $10,142,035; Fiscal 2015: $13,230,840),2018: $11,407,206) and depreciation, amortization and accretion of $497,728$310,222 (Fiscal 2016: $875,724;2019: $347,441; Fiscal 2015: $1,802,443) and impairment loss on mineral properties of $297,942 (Fiscal 2016: $97,114; Fiscal 2015: $349,805)2018: $354,624).

 

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Cost of sales of U₃O₈ is determined using the average cost per pound in inventories at the end of the month prior to the month in which the sale occurs, and includes royalties and other direct selling costs.

Mineral Property Expenditures

 

During Fiscal 2017,2020, mineral property expenditures totaled $4,120,388 (Fiscal 2016: $4,061,159; Fiscal 2015: $5,706,080), comprised of expenditures relating to permitting, property maintenance, exploration and pre-extraction activities and all other non-extraction related activities on our uraniummineral projects. The following table provides mineral property expenditures on a project basis during the past three fiscal years:

		Year Ended July 31,
		2020				2019				2018
Mineral Property Expenditures
Palangana Mine		$	1,342,927			$	1,027,139			$	1,047,635
Goliad Project			190,278				96,789				105,264
Burke Hollow Project			1,130,467				1,616,601				675,605
Longhorn Project			17,023				45,848				14,401
Salvo Project			28,318				35,923				36,056
Anderson Project			71,170				81,414				68,167
Workman Creek Project			32,700				30,709				31,300
Slick Rock Project			52,521				53,843				52,218
Reno Creek Project			596,551				655,807				1,278,959
Yuty Project			65,679				102,882				425,298
Oviedo Project			350,211				288,324				119,082
Alto Paraná Titanium Project			230,350				168,956				175,768
Other Mineral Property Expenditures			474,208				557,497				522,398
Revaluation of Asset Retirement Obligations			-				(274,195	)			-
		$	4,582,403			$	4,487,537			$	4,552,151

 

During Fiscal 2017 and Fiscal 2016,2019, the asset retirement obligations (“ARO”) of theour 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 $157,130 and $144,107, respectively,$258,114, and a credit amount of revaluation of ARO totaling $187,255 and $308,398, respectively,$274,195 being recorded against the mineral property expenditures for the Palangana Mine. Refer to Note 10, Asset Retirement Obligations toNo ARO revision was recorded for the consolidated financial statementsPalangana Mine for Fiscal 2017.2020 and Fiscal 2018.

 

ForIn Fiscal 2017, this amount includes uranium extraction2020 mineral property expenditures included costs directly related to maintaining operational readiness and permit compliance at the Palangana Mine and Hobson Processing Facility of $1,297,673totaled $1,130,028 (Fiscal 2016: $1,616,786;2019: $1,215,657; Fiscal 2015: $1,920,787)2018: $1,326,809).

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The following table provides a discussion on significant mineral property expenditures on a project basis during the past three fiscal years:

		Year Ended July 31,
		2017				2016				2015
Mineral Property Expenditures
Palangana Mine		$	880,633			$	1,273,002			$	2,147,293
Goliad Project			114,286				92,588				105,282
Burke Hollow Project			1,020,965				1,034,888				1,316,321
Longhorn Project			32,796				10,149				66,135
Salvo Project			37,551				34,289				54,462
Anderson Project			68,303				178,212				240,519
Workman Creek Project			31,265				32,820				31,702
Slick Rock Project			44,231				53,861				53,313
Yuty Project			365,517				388,840				392,879
Oviedo Project			331,798				569,077				564,501
Alto Paraná Titanium Project			800,023				-				-
Other Mineral Property Expenditures			580,275				701,831				733,673
Revaluation of Asset Retirement Obligations			(187,255	)			(308,398	)			-
		$	4,120,388			$	4,061,159			$	5,706,080

The following is a breakdownfor certain of mineral property expenditures by major category for each project:our projects:

 

· ●

Palangana Mine

 

During Fiscal 2017,2020, mineral property expenditures at the Palangana Mine totaled $880,633$1,342,927 (Fiscal 2016: $1,273,002;2019: $1,027,139; Fiscal 2015: $2,147,293)2018: $1,047,635), which were comprised of: permitting and property maintenance of $69,869 (Fiscal 2016: $31,468; Fiscal 2015: $124,288); exploration expenditures of $5,469 (Fiscal 2016: $52,270; Fiscal 2015: $190,362 ); plant development of $Nil (Fiscal 2016: $3,454; Fiscal 2015: $1,012); wellfield development of $Nil (Fiscal 2016: $1,428; Fiscal 2015: $134,571); disposal well development of $Nil (Fiscal 2016: $Nil; Fiscal 2015: $242,721); and maintenance of operational readiness and permit compliance of $805,295$772,515 (Fiscal 2016: $1,184,382;2019: $754,046; Fiscal 2015: $1,454,339);2018: $888,898), permitting and property maintenance of $553,531 (Fiscal 2019: $271,187; Fiscal 2018: $151,612) and exploration and development costs of $16,881 (Fiscal 2019: $1,906; Fiscal 2018: $7,125).

 

· ●

Goliad Project

 

During Fiscal 2017,2020, mineral property expenditures at the Goliad Project totaled $114,286$190,278 (Fiscal 2016: $92,588;2019: $96,789; Fiscal 2015: $105,282)2018: $105,264), which were comprised of: permit complianceof permitting and property maintenance costs of $23,291$117,204 (Fiscal 2016: $14,494;2019: $23,974; Fiscal 2015: $18,723);2018: $29,935), exploration expenditures of $24,437$7,108 (Fiscal 2016: $9,505;2019: $7,115; Fiscal 2015: $17,027);2018: $9,770) and plant and wellfield development costs of $66,558$65,966 (Fiscal 2016: $68,589;2019: $65,700; Fiscal 2015: $69,532);2018: $65,559).

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· ●

Burke Hollow Project

 

During Fiscal 2017,2020, we completed a drilling campaign initiated in Fiscal 2019 and drilled 26 exploration holes and 21 monitor wells totaling 21,069 feet at the Burke Hollow Project. Since the commencement of the 2019 drilling campaign in March 2019, a total of 57 exploration and delineation holes and 76 monitor wells have been completed. During Fiscal 2019, we advanced our permitting activities and received the final RML from TCEQ.

During Fiscal 2020, mineral property expenditures at the Burke Hollow Project totaled $1,020,965$1,130,467 (Fiscal 2016: $1,034,888;2019: $1,616,601; Fiscal 2015: $1,316,321), which were comprised of: permitting and property maintenance of $47,695; Fiscal 2016: $79,911; Fiscal 2015: $430,717); and exploration expenditures of $973,270 (Fiscal 2016: $954,977; Fiscal 2015: $885,604);

·

Longhorn Project

During Fiscal 2017, mineral property expenditures at the Longhorn Project totaled $32,796 (Fiscal 2016: $10,149; Fiscal 2015: $66,135), mainly for property maintenance;

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·

Salvo Project

During Fiscal 2017, mineral property expenditures at the Salvo Project totaled $37,551 (Fiscal 2016: $34,289; Fiscal 2015: $54,462), mainly for property maintenance;

·

Anderson Project

During Fiscal 2017, mineral property expenditures at the Anderson Project totaled $68,303 (Fiscal 2016: $178,212; Fiscal 2015: $240,519), which were comprised of: permitting and property maintenance of $66,730 (Fiscal 2016: $128,532; Fiscal 2015: $192,400); and exploration expenditures of $1,573 (Fiscal 2016: $49,680; Fiscal 2015: $48,119);

·

Workman Creek Project

During Fiscal 2017, mineral property expenditures at the Workman Creek Project totaled $31,265 (Fiscal 2016: $32,820; Fiscal 2015: $31,702), mainly for property maintenance;

·

Slick Rock Project

During Fiscal 2017, mineral property expenditures at the Slick Rock Project totaled $44,231 (Fiscal 2016: $53,861; Fiscal 2015: $53,313), mainly for property maintenance;

·

Yuty Project

During Fiscal 2017, mineral property expenditures at the Yuty Project totaled $365,517 (Fiscal 2016: $388,840; Fiscal 2015: $392,879), which were comprised of: permitting and property maintenance of $268,800 (Fiscal 2016: $263,756; Fiscal 2015: $230,280); and exploration expenditures of $96,717 (Fiscal 2016: $125,084; Fiscal 2015: $162,599);

·

Oviedo Project

During Fiscal 2017, mineral property expenditures at the Oviedo Project totaled $331,798 (Fiscal 2016: $569,077, Fiscal 2015: $564,501)2018: $675,605), which were comprised of permitting and property maintenance costs of $70,782$384,885 (Fiscal 2016: $270,212;2019: $400,686; Fiscal 2015: $243,202)2018: $197,641), respectively;exploration costs of $214,246 (Fiscal 2019: $524,618; Fiscal 2018: $477,964), primarily for exploration and exploration expendituresdelineation drilling activities, and wellfield development and monitor well installation costs of $261,016$531,336 (Fiscal 2016: $298,865;2019: $691,297; Fiscal 2015: $321,299), and2018: $Nil).

 

· ●

Alto Paraná Titanium Reno Creek Project

 

During Fiscal 2017, we recorded2020, mineral property expenditures at the Reno Creek Project totaled $596,551 (Fiscal 2019: $655,807; Fiscal 2018: $795,130), which were comprised of $800,023property maintenance costs of $484,228 (Fiscal 2019: $513,220; Fiscal 2018: $284,537) and permitting and exploration costs of $112,323 (Fiscal 2019: $142,587; Fiscal 2018: $510,593). During Fiscal 2018, in connection with the completion of the acquisition of the Reno Creek Project, we paid reimbursable expenses totaling $483,829 for property maintenance costs incurred at the Reno Creek Project prior to the closing of this acquisition, which were also included in the mineral property expenditures for Fiscal 2018.

●

Yuty Project

During Fiscal 2020, mineral property expenditures at the Yuty Project totaled $65,679 (Fiscal 2019: $102,882; Fiscal 2018: $425,298), which were comprised of permitting and property maintenance costs of $7,927 (Fiscal 2019: $Nil; Fiscal 2018: $225,044) and exploration expenditures of $57,752 (Fiscal 2019: $102,882; Fiscal 2018: $200,254).

●

Oviedo Project

During Fiscal 2020, mineral property expenditures at the Oviedo Project totaled $350,211 (Fiscal 2019: $288,324; Fiscal 2018: $119,082), which were comprised of property maintenance costs of $78,223 (Fiscal 2019: $105,641; Fiscal 2018: $Nil) and exploration expenditures of $271,988 (Fiscal 2019: $182,683; Fiscal 2018: $119,082) primarily for an exploration drilling program.

●

Alto Paraná Titanium Project

During Fiscal 2020, we completed a drilling program with total costs of $230,350 to prepare for a PEA where we drilled 49 holes totaling 500 feet at our Alto Parana Project. During Fiscal 2019 and Fiscal 2018, mineral property expenditures at the Alto Paraná Titanium Project primarily for generaltotaled $168,956 and $175,768, respectively, which included property maintenance costs of $45,466 and $29,521 and exploration costs of $123,490 and $146,247, respectively.

During Fiscal 2020, we continued to maintain our projects in good standing, and the costs incurred whichon other projects of our Company were reimbursed by the Company when the CIC Acquisition was closed in July 2017, in accordance with the Share Purchase and Option Agreement.mainly for property maintenance costs.

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General and Administrative

 

During Fiscal 2017,2020, general and administrative expenses totaled $10,241,681 (Fiscal 2016: $9,297,746;$9,441,898, which decreased by $700,137 compared to $10,142,035 in Fiscal 2015: $13,230,840),2019, and which increaseddecreased by $943,935$1,265,171 compared to $11,407,206 during Fiscal 2017 compared to Fiscal 2016, and decreased by $3,933,094 during Fiscal 2016 compared to Fiscal 2015.2018.

 

The following summary provides a discussion of the major expense categories, including analyses of factors that caused significant variances from year-to-year:

 

· ●

during Fiscal 2020, salaries, wages and management fees totaled $1,710,947, which decreased by $937,617 compared to $2,648,564 during Fiscal 2019. During Fiscal 2017, salaries, management and consulting fees totaled $2,158,660, which remained consistent compared2020, in response to $2,181,859 during Fiscal 2016, and decreased by $828,115 during Fiscal 2016 comparedthe financial market uncertainty due to $3,009,974 during Fiscal 2015. Since Fiscal 2013, the number of employees and consultants, as well as any cash bonus payments made to directors, officers and employees, has decreased year-over-year. During Fiscal 2017 and Fiscal 2016, the CompanyCOVID-19 pandemic, we implemented corporate-wide pay reductions and compensated directors, officers and employees with sharesincreased share compensation in lieu of cash for the Company’s employees, officers and directors. During Fiscal 2019, salaries, wages and management fees totaled $2,648,564, which decreased by $232,324 compared to further reduce cash outlays;$2,880,888 during Fiscal 2018, due primarily from severance payments to certain employees during Fiscal 2018;

 

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·

During during Fiscal 2017,2020, office, filing and listing, insurance, corporate development, investor relations and travel expenses totaled $3,245,513,$3,284,806, which increaseddecreased by $593,745$133,907 compared to $3,418,713 during Fiscal 2017 compared to $2,651,768 during Fiscal 2016,2019, primarily due to increasedreduced corporate development, investor relation expenses,relations and travel activities, offset by an increase in insurance and filing and listing fee expenses. During Fiscal 2019, filing and listing fees, insurance, corporate development, investor relations and insurance expenses. Thesetravel expenses totaled $3,418,713, which decreased by $366,564$164,211 compared to $3,582,924 during Fiscal 2016 compared to $3,018,332 during Fiscal 2015,2018, due primarily due tofrom decreased investor relation expenses,consulting fees and office and administrative and traveladministration expenses;

 

· ●

During during Fiscal 2017,2020, professional fees totaled $1,068,138 (Fiscal 2016: $1,379,956; Fiscal 2015: $1,584,786),$952,927, which decreased by $311,818$173,790 compared to $1,126,717 during Fiscal 20172019, and which decreased by $312,619 compared to Fiscal 2016 and by $204,830$1,439,336 during Fiscal 2016 compared to Fiscal 2015.2018, primarily as a result of the dismissal of certain legal claims. Professional fees are comprised primarily of legal services related to transactional activities, regulatory compliance and ongoing legal claims, andin addition to audit and taxation services; and

 

· ●

During during Fiscal 2017,2020, stock-based compensation expense totaled $3,769,370,$3,493,218, which increased by $685,207$545,177 compared to $2,948,041 during Fiscal 20172019, and which decreased by $556,017 compared to $3,084,163$3,504,058 during Fiscal 2016. Stock-based compensation decreased by $2,533,585 during2018. During the second half of Fiscal 2016 compared2020, in response to $5,617,748 during Fiscal 2015. the financial market uncertainty as a result of the COVID-19 pandemic, we implemented corporate-wide cost-cutting and cash saving measures where we expanded the scope of equity-based payments to compensate certain directors, officers, employees and consultants in order to reduce cash outlays. Stock-based compensation includes the fair value of stock options granted to optionees and the fair value of shares of the Company issued to directors, officers, employees and consultants of the Company. Overall,Company under the Stock Incentive Plan. In the past few years we have increasedbeen utilizing equity-based payments to directors, officers, employees and consultants as part of our continuing efforts to reduce cash outlays. The stock-based compensation varied from year to year primarily as a result of changes in the amount of compensation shares and stock option expenses which are amortized on an accelerating basis, resulting in more expenses being recorded at the beginning of the vesting period than at the end.

 

Depreciation, Amortization and Accretion

 

During Fiscal 2017,2020, depreciation, amortization and accretion totaled $497,728,$310,222, which decreased by $377,996was consistent compared to $875,724$347,441 and $354,624 during Fiscal 2016 primarily a result of certain property2019 and equipment reaching full amortization and/or depreciation. Depreciation, amortization and accretion decreased by $926,719 during Fiscal 2016 compared to $1,802,443 during Fiscal 2015, primarily the result of the discontinuation of depletion and/or depreciation of the Palangana Mine and Hobson Processing Facility due to further reduced operations, combined with the effects of certain property and equipment reaching full depletion and/or depreciation.2018, respectively.

 

Depreciation, amortization and accretion includes 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 Fiscal 2017, we abandoned the 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 the consolidated statements of operations.

During Fiscal 2016, we abandoned certain mineral interests at projects located in Colorado, New Mexico and Wyoming having a combined acquisition cost of $97,114. As a result, an impairment loss on mineral properties of $97,114 was reported on the consolidated statement of operations.

During Fiscal 2015, we abandoned certain mineral interests which were outside of the previously established mineralized materials at the Salvo Project with a combined acquisition cost of $349,805. As a result, an impairment loss on mineral property of $349,805 was reported on the consolidated statement of operations.

Other Income and Expenses

 

Interest and Finance Costs

 

During Fiscal 2017,2020, interest and finance costs totaled $2,914,862$3,460,970 (Fiscal 2016: $3,005,391;2019: $3,249,881; Fiscal 2015: $3,071,235)2018: $2,952,202), comprised primarily of interest on long-term debt of $1,622,222$1,626,667 (Fiscal 2016: $1,626,667;2019: $1,622,222; Fiscal 2015:2018: $1,622,222) and, amortization of debt discount of $1,156,657$1,669,514 (Fiscal 2016: $1,245,615;2019: $1,464,989; Fiscal 2015: $1,353,773)2018: $1,180,139) and surety bond premium of $130,262 (Fiscal 2019: $134,117; Fiscal 2018: $118,944). The increase in interest and finance costs year over year were primarily a result of an increase in amortization of debt discount due to the higher effective interest rate after the third amendment to our Credit Facility in December 2019.

Income or Loss from Equity-Accounted Investment

During Fiscal 2020, we recorded income of $2,967,583 from our investment in Uranium Royalty Corp (“URC”). As a consequence of the initial public offering and other private placements URC completed during Fiscal 2020, our ownership interest in URC decreased to 19.5% at July 31, 2020 from 32.6% at July 31, 2019, which resulted in a dilution gain of $3,056,656 being recorded. During Fiscal 2020, we recorded a loss pick up of $89,073 representing our share of URC’s loss.

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During Fiscal 2019, we completed a royalty purchase agreement (the "Royalty Purchase Agreement") with URC, in connection with the purchase by URC from our Company of 1% net smelter return royalties, for uranium only, on each of our Slick Rock, Workman Creek and Anderson Projects. On December 4, 2018, we closed the Royalty Purchase Agreement and received 12,000,000 shares of URC with a fair value of $9,077,842. As a result, we own 14,000,000 shares representing a 32.6% interest in URC as at July 31, 2019 (July 31, 2018: 11.3%). Refer to Note 3: Mineral Rights and Properties and Note 6: Equity-Accounted Investment, to the Consolidated Financial Statements.

 

During Fiscal 2017,2019, we recorded a loss of $1,103,356, which was comprised of our share of URC’s loss totaling $1,858,901, offset by a gain on ownership interest dilution totaling $755,545. During Fiscal 2018, we recorded income from our investment in URC totaling $423,657, which was comprised of our share of income of $29,001 and a gain on long-term debt totaled $1,622,222, which remained consistent compared to Fiscal 2016 and Fiscal 2015.ownership interest dilution of $394,656.

Gain or Loss on Disposition of Assets

During Fiscal 2017, amortization2020 and Fiscal 2019, we recorded a gain of the debt discount totaled $1,156,657 (Fiscal 2016: $1,245,615; Fiscal 2015: $1,353,773), which decreased by $88,958$2,343 and $1,595,513, respectively, on disposition of assets, whereas we recorded a loss of $1,696 on disposition of assets during Fiscal 2017 compared2018. During Fiscal 2019, we recorded a gain of $1,578,864 on disposition of assets from the sale of royalty interests to Fiscal 2016,URC. Refer to Note 3: Mineral Rights and by $108,158 during Fiscal 2016 comparedProperties to Fiscal 2015. The decreases were primarily the result of the term extension under the Second Amended Credit Facility in Fiscal 2016 and the Amended Credit Facility in Fiscal 2014.Consolidated Financial Statements herein.

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Liquidity and Capital Resources

 

		July 31, 2017				July 31, 2016				July 31, 2020				July 31, 2019
Cash and cash equivalents		$	12,575,973			$	7,142,571			$	5,147,703			$	6,058,186
Term deposits											-				11,831,671
Current assets			23,591,397				8,000,641				6,589,879				19,709,933
Current liabilities			2,447,622				1,822,447				2,037,402				3,071,368
Working capital			21,143,775				6,178,194				4,552,477				16,638,565

 

At July 31, 2017,2020, we had working capital of $21,143,775, which increased by $14,965,581, compared to the working capital of $6,178,194 at July 31, 2016. At July 31, 2017, we had $12,575,973 (July 31, 2016: $7,142,571) in cash and cash equivalents and $10,000,000 in short-term deposits (July 31, 2016: $Nil), which represent the largest component of our$5,147,703 and working capital balance. Asof $4,522,477. During Fiscal 2020, we received a result,loan of $277,250 under the Paycheck Protection Program (the “PPP Loan” and the “PPP Loan”) in the U.S. and $29,842 under the Canadian Emergency Business Account Program (the “CEBA Program” and the “CEBA Loan”). Subsequent to July 31, 2020, we completed our working capital balance will fluctuate significantly as we utilizeSeptember 2020 Offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000, which substantially increased our cash and cash equivalentsequivalent and improved our working capital position. As a consequence, our existing cash resources as at July 31, 2020 and cash received from the September 2020 Offering are expected to fundprovide sufficient funds to carry out our planned operations including exploration and pre-extraction activities.

During Fiscal 2017, uranium extraction at PAA-1, 2 and 3 operated at a further reduced pace since implementing our strategic plan in September 2013 to align our operations to a weak uranium market in a challenging post-Fukushima environment. During Fiscal 2017, only a minimal amount of uranium was captured atfor the Palangana Mine, and as a result, we did not rely on cash flows generatednext 12 months from our mining activities during Fiscal 2017 to the extent relied upon during Fiscal 2013 and 2012.date that this Annual Report is issued.  

 

Although our planned principal operations commenced in Fiscal 2012, from which significant revenues from U₃O₈ sales have been realized, our revenues generated from U₃O₈ sales have been inconsistent and we have yet to achieve profitability. We have a history of operating losses resulting in an accumulated deficit balance since inception. In Fiscal 2017 the2020, we recorded net loss totaled $17,971,056losses totaling $14,610,516 (Fiscal 2016: $17,329,872;2019: $17,152,789; Fiscal 2015: $23,361,928)2018: $17,826,634) and we had an accumulated deficit balance of $227,325,002$276,811,300 at July 31, 2017.2020. During Fiscal 2017, we had2020, net cash inflows of $5,433,402used in operating activities totaled $12,870,711 (Fiscal 2016: $2,949,837, net cash outflows;2019: $12,573,468; Fiscal 2015: $1,252,516, net cash inflows)2018: 12,511,289). Furthermore, we do not expect to achieve and maintain profitability or develop positive cash flow from our operations in the near term.

 

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. As detailed in the preceding paragraph, 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 and including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity 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.

 

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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.

 

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Existing capital resources are expected to provide sufficient funds to meet our obligations and carry out our plan of operations. On this basis,For the fiscal year ending July 31, 2021 (“Fiscal 2021”), we estimate that a total of up to $4.8$2.4 million in next twelve months will be incurred on our uraniummineral projects for permitting, exploration and pre-extraction activities, such as permitting, property maintenance and drilling including related labor.activities. We hold mineral rights in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and in the Republic of Paraguay with annual land-related payments totaling $1.6 million to maintain these rights in good standing.

 

Our anticipated operations including exploration and pre-extraction activities, however, 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 2017 continues or weakens further during Fiscal 2018;weakens;

· ●

if the weakness in the market price of our common stock experienced in Fiscal 2017 continues or weakens further during Fiscal 2018;weakens;

· ●

if we default on making scheduled payments of principal, interest and fees and complying with the restrictive covenants as required under our Credit Facility during Fiscal 2018, and it resultsresulting in accelerated repayment of our indebtedness and/or enforcement by the Lenders against certain key assets securing our indebtedness; and,

· ●

if anotherthe COVID-19 pandemic worsens or continues over an extended period and causes further financial market uncertainty; and

●

if a nuclear incident, such as the event that occurred at Fukushima in March 2011 were to occur, during Fiscal 2018, continuing public support of nuclear power as a viable source of electricity generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries.

 

Our continuation as a going concern beyond 12 months from the date this Annual Report is filed 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 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.

 

Equity Financings

During Fiscal 2014, weWe filed a Form S-3 “Shelf” Registration Statementshelf registration statement under the Securities Act which was declared effective Januaryon March 10, 20142017 (the “2014“2017 Shelf”), providing for the public offer and sale of certain securities of theour Company from time to time, at our discretion, of up to an aggregate offering amount of $100 million.

 

On January 20, 2017,October 3, 2018, we completed a publicour October 2018 offering of 17,330,83612,613,049 units at a price of $1.50$1.60 per unit for gross proceeds of $25,996,254 (the “January 2017 Offering”) pursuant to a prospectus supplement to the 2014 Shelf. Each unit was comprised of one share of the Company$20,180,878 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 January 2017 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs, to purchase 906,516 shares of our Company exercisable at a price of $2.00 per share for a three-year period.

On March 10, 2016, we completed a direct registered offering of 12,364,704 units at a price of $0.85 per unit for gross proceeds of $10,510,000 (the “March 2016 Offering”) pursuant to a prospectus supplement to the 2014 Shelf. Eacheach unit was comprised of one share of the Company and one-half of one share purchase warrant with each(the “October 208 Offering”). Each whole warrant being exercisableentitles its holder to acquire one share at aan exercise price of $1.20 to purchase one$2.05 per share, exercisable immediately upon issuance and expiring 30 months from the date of the Company for a three year period.issuance.

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On June 25, 2015,April 9, 2019, we completedentered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (as the “Lead Manager”) and the co-managers set forth on the signature page of the Offering Agreement (each, a public“Co-Manager” and, collectively, with the Lead Manager, the “Managers”); under which the Company may sell shares of its common stock having an aggregate offering of 5,000,000 units at a price of $2.00 per unit for gross proceeds of $10,000,000 (the “June 2015 Offering”up to $37.9 million through the Managers (collectively, the “ATM”) pursuant to. In connection with the ATM, on April 9, 2019, we filed a prospectus supplement to the 2014 Shelf. Each unit was comprised of one share2017 Shelf providing for the public offer and sale of the Company and one-half of one share purchase warrant, with each whole warrant exercisable at aCompany’s shares having an aggregate offering price of $2.35 for a three year period.. In connection with the June 2015 offering, the Company issued share purchase warrantsup to $37.9 million through one or more at-the-market offerings pursuant to the agents to purchase 350,000 shares of the Company exercisable at a price of $2.35 per share for a three year period.ATM.

 

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We

On February 21, 2020, we filed a Form S-3 shelf registration statement under the Securities Act which was declared effective by the SEC on March 10, 20173, 2020 (the “2017“2020 Shelf”), and as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides 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. As a result of the 2020 Shelf, our 2017 Shelf was then deemed terminated and, as consequence, our then ATM terminated unless renewed under the 2020 Shelf.

On March 19, 2020, we entered into an Amending Agreement to the Offering Agreement with the Managers under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $30 million through the Managers under its ATM through the 2020 Shelf. At July 31, 2020, no public offer or sale of the Company’s shares was completed under the ATM.

 

As at July 31, 2017, a total of $33.72020, $30 million of our 2017the 2020 Shelf was utilized throughpursuant to the registration of ourAmending Agreement to the Offering Agreement with the Managers under which the Company may sell shares of its common stock underlying outstanding commonhaving an aggregate offering price of up to $30 million; and therefore, as at July 31, 2020 there was $70 million available under the 2020 Shelf.

Subsequent to July 31, 2020, on September 23, 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000.  Each unit was comprised of one share of the Company and one-half of one share purchase warrant, and each whole warrant entitles its holder to acquire one share at an exercise price of $1.80 per share exercisable immediately upon issuance and expiring 24 months from the date of issuance.  In connection with the September 2020 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 583,333 shares of our Company exercisable at an exercise price of $1.80 per share and expiring 24 months from previous registered offerings under our 2014 Shelf, with a remaining available balancethe date of $66.3 million under the 2017 Shelf, as follows:issuance.

·

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 FinancingCredit Facility

 

On February 9, 2016,December 5, 2018, we entered into the SecondThird Amended and Restated Credit Agreement with our lenders, Sprott Resource Lending Partnership, CEF (Capital Markets) Limited and Resource Income Partners Limited Partnership (collectively, the “Lenders”),Lenders, whereby the Companywe and the Lenders agreed to certain further amendments to our Credit Facility, under which initial funding of $10,000,000 was received by the $20,000,000 senior secured credit facility (the “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 AmendedCompany 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. Key terms of the Third Amended and Restated Credit Agreement are summarized as follows: ● the extension of the maturity date from January 1, 2020 to January 31, 2022; ● the deferral of the prior monthly principal payments until the new maturity date of January 31, 2022; ● the issuance of 1,180,328 shares on signing in Fiscal 2019 representing third extension fee shares equal to 7% of the principal balance outstanding or $1,400,000; and ● the payment of anniversary fees to the Lenders on each of November 30, 2019, 2020 and 2021, of 7%, 6.5% and 6%, respectively, of the principal balance then outstanding, if any, payable at the option of the Company in cash or shares of the Company with a price per share calculated at a 10% discount to the five trading-day volume-weighted average price of the Company’s shares immediately prior to the applicable date.   The Credit Facility is non-revolving with an amended term from inception of 6.58.5 years maturing on January 1, 2020,31, 2022, 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. As required, we used the proceeds of the Credit Facility for the development, operation and maintenance of the Hobson Processing Facility, the Goliad Project and the Palangana Mine and for working capital purposes.   The Third Credit Amended and Restated Agreement supersedes, in their entirety, the Company’s prior Second Amended and Restated Credit Agreement, supersedes, in its entirety,dated and effective February 9, 2016, the Amended and Restated Credit Agreement, ofdated and effective March 13, 2014, and the Credit Agreement dated ofand effective July 30, 2013, with theour Lenders.   In February 2017,During Fiscal 2020, and pursuant to the terms of the SecondThird Amended and Restated Credit Agreement, we issued 738,503an aggregate of 1,743,462 shares to our Lenders, with a fair value of $1,100,000,$1,400,000, representing 5.5%7% of the $20,000,000 principal balance outstanding, at January 31, 2017, as payment of anniversary fees to our Lenders.   During Fiscal 2018, and pursuant to the terms of the Second Amended and Restated Credit Agreement, we issued an aggregate of 641,574 shares with a fair value of $900,000, representing 4.5% of the $20,000,000 principal balance outstanding, as payment of anniversary fees to the Lenders. Refer toLong-Term “Long-Term Debt ObligationsObligations” under Material Commitments and to Note 9: Long-Term Debt of the Notes to the Consolidated Financial Statements for Fiscal 2017.herein.   80 78   Government Loans In April 2020, our Canadian subsidiary received a loan of $29,842 (CAD$40,000) under the CEBA Program, which provides financial relief for Canadian small businesses during the COVID-19 pandemic. The CEBA Loan has an initial term date on December 31, 2022 (the “Initial Term Date”) and may be extended to December 31, 2025. The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the Initial Term Date and 5% per annum thereafter during any extended term. On April 28, 2020, we entered into a business loan agreement with Kleberg Bank, N.A., under the Paycheck Protection Program administered by the Small Business Administration, which is a part of the Coronavirus Aid, Relief, and Economic Security Act enacted by the U.S. Congress in response to the COVID-19 pandemic. The total loan amount we qualified for was $277,250, which was received on May 5, 2020. Under the PPP Program the repayment of PPP Loan, including interest, will be forgiven based on payroll, payroll-related and other allowable costs incurred in the eight-week period following the funding of the loan pursuant to the following requirements: ● that not less than 60% of the loan proceeds be applied to eligible payroll costs; ● that the remaining 40% of the loan proceeds be applied to any additional payroll costs above 60%, rent payments on leases dated before February 15, 2020 and/or utility payments under any services agreements dated before February 15, 2020; and ● to maintain employee compensation levels (subject to specific program requirements). The PPP Program provides for an initial six-month deferral of payments, which is subsequently deferred by another 10 months. The PPP Loan has a two-year maturity ending on April 28, 2022 with an interest rate of 1% per annum. We have submitted application of forgiveness for the PPP Loan and the application is still in process at the date of the Annual Report. Operating Activities   During Fiscal 2017,2020, net cash used in operating activities was 10,419,444totaled $12,870,711 (Fiscal 2016: $13,080,607;2019: $12,573,468; Fiscal 2015: $12,275,237). During Fiscal 2015, we received cash proceeds of $3,080,000 from U3O8 sales totaling 80,000 pounds No cash proceeds were received from sales of U3O8 during Fiscal 2017 and Fiscal 2016. Significant operating expenditures included uranium extraction costs,2018: $12,511,289), primarily for maintaining production readiness, mineral property expenditures and general and administrative expenses.   Financing Activities   During Fiscal 2017,2020, net cash provided by financing activities was $26,890,764 (Fiscal 2016: $10,194,972; Fiscal 2015: $9,653,956).totaled $307,092, consisting of $277,250 from the PPP Loan and $29,842 from the CEBA Loan. During Fiscal 2017,2019, we completed our October 2018 Offering of 12,613,049 units at a price of $1.60 per unit and received net proceeds of $18,969,211. In addition, we received net proceeds of $26,889,996 from the issuance of shares of the Company, of which $24,445,411 were from the January 2017 Offering, $2,387,660$4,822,357 from the exercise of share purchase warrants and $56,925$72,363 from the exercise of stock options. During Fiscal 2016 and Fiscal 2015,2018, we received $10,209,632 and $9,650,530, respectively,net proceeds of $604,209 from the issuanceexercise of shares of common stock from equity financingsshare purchase warrants and the exercise of stock options.   Investing Activities   During Fiscal 2017,2020, net cash provided by the investing activities totaled $11,670,960, primarily from cash received from the redemption of term deposits totaling $11,831,671, offset by cash used in the investment in mineral rights and properties of $80,000 and cash used in the purchase of property, plant and equipment of $83,838. During Fiscal 2019, net cash used inby investing activities was $11,037,918 (Fiscal 2016: $64,202;totaled $12,107,371, primarily for cash used for investments in term deposits totaling $29,858,126, cash used in the investment in mineral rights and properties totaling $155,000, and cash used in the purchase of equipment totaling $137,287, offset by cash received from redemption of term deposits totaling $18,026,455. During Fiscal 2015:2018, cash provided by $3,873,797). During Fiscal 2017, weinvesting activities totaled $6,341,501, primarily from cash received netfrom the redemption of term deposits totaling $31,771,253, cash and restricted cash received from a mineral property acquisition of $34,972 (Fiscal 2016: $46,084 used in; Fiscal 2015: $Nil) from an asset acquisition. During Fiscal 2017,$289,038, offset by cash used for investments in term deposits totaling $21,771,253, cash used in the acquisition of mineral rights and properties was $Nil (Fiscal 2016: $Nil; Fiscal 2015: $78,626), used in purchase of equipment was $56,407 (Fiscal 2016: $18,934; Fiscal 2015: $23,041),totaling $3,588,759, and used in an equity-accounted investment was $151,676 (Fiscal 2016: $Nil; Fiscal 2015: $Nil). During Fiscal 2017, cash used in other long-termnon-current assets totaled $864,806, which included cash of $422,769 paid for renewal of long-term mineral leases and cash of $442,037 paid for transaction costs relating to various asset acquisitions. During Fiscal 2017, we invested $16,000,671 in short-term investments, and received net cash of $6,000,671 from a redemption. During Fiscal 2015, we secured surety bonds for certain reclamation obligations which resulted in the release of $5,663,158 in gross proceeds from reclamation deposits, offset by the payment of collateral for the surety bonds of $1,690,208.totaling $346,474. 79   Stock Options and Warrants   At July 31, 2017,2020, the Company had 15,514,750 stock options outstanding representing 12,260,500 common shares at a weighted-average exercise price of $1.33$1.13 per share and 7,721,981 share purchase warrants outstanding representing 19,676,560 common shares at a weighted-average exercise price of $1.78$2.03 per share. At July 31, 2017,2020, outstanding stock options and share purchase warrants represented a total 31,937,060 common23,236,731 shares issuable for gross proceeds of approximately $51,316,000$33.2 million should these stock options and share purchase warrants be exercised in full. At July 31, 2017,2020, outstanding in-the-money stock options and share purchase warrants represented a total 18,192,631 common7,869,500 shares exercisable for gross proceeds of approximately $21,706,000$7.2 million should these in-the-money stock options and warrants be exercised in full. The exercise of these stock options and share purchase warrants is at the discretion of the respective holders and, accordingly, there is no assurance that any of these stock options or share purchase warrants will be exercised in the future.   Plan of Operations   For Fiscal 2018,2021, uranium extraction at PAA-1, 2 and 3 of theour Palangana Mine is expected to continue being operated at a reduced pace, including the deferral of major pre-extraction expenditures and to remain in a state of operational readiness in anticipation of a recovery in uranium prices.  In terms of future growth, exploration and/or pre-extraction including permitting activitiesDue to the COVID-19 pandemic, previous plans to resume last year’s successful drilling program at theour Burke Hollow Project andhas been postponed along with the Yuty Project are expected to continue.associated capital outlays until market conditions normalize.   Material Commitments Long-TermLong-term Debt Obligations   The Credit Facility described above requires scheduled payments of principal, interest and fees and includes restrictive covenants that, among other things, limit our ability to sell the assets securing our indebtedness or to incur additional indebtedness other than permitted indebtedness. Our ability to make these scheduled payments will be dependent on, and may change as a result of, our financial condition and operating performance. If we become unable to make these scheduled payments or if we do not comply with any one or more of these covenants, we could be in default which, if not addressed or waived, could require accelerated repayment of our indebtedness. Furthermore, such default could result in the enforcement by our Lenders against the Company’s assets securing our indebtedness. These are key assets on which our business is substantially dependent and as such, the enforcement against any one or all of these assets would have a material adverse effect on our operations and financial condition.   81 AtAs at July 31, 2017,2020, we complied with all of the covenants under the Credit Facility, and we expect to continue complying with all scheduled payments and covenants during Fiscal 2018.2021.       Payment Due by Period   Contractual Obligations   Total     Less Than  1 Year     1-3 Years     3-5 Years     More Than 5 Years   Long-Term Debt Obligations - Principal   $ 20,000,000     $ -     $ 20,000,000     $ -     $ -   Long-Term Debt Obligations - Interests and Fees     4,977,407       2,522,222       2,455,185       -       -   Asset Retirement Obligations     7,098,581       -       -       148,391       6,950,190   Operating Lease Obligations     437,755       219,135       163,864       54,756       -   Total   $ 32,513,743     $ 2,741,357     $ 22,619,049     $ 203,147     $ 6,950,190   As at July 31, 2020, significant payment obligations of the Company over next five years and beyond are as follows:     Payment Due by Period   Contractual Obligations   Total     Less Than 1 Year     1-3 Years     3-5 Years     More Than 5 Years   Long-Term Debt Obligations - Principal   $ 20,000,000     $ -     $ 20,000,000     $ -     $ -   Long-Term Debt Obligations - Interests and Fees     4,940,000       2,922,222       2,017,778       -       -   Asset Retirement Obligations     8,221,018       -       -       -       8,221,018   Operating Lease Obligations     808,793       228,648       240,145       40,000       300,000   Total   $ 33,969,811     $ 3,150,870     $ 22,257,923     $ 40,000     $ 8,521,018     At July 31, 2017,2020, we were renting or leasing office premises in Texas and Wyoming, U.S., Vancouver, British Columbia, Canada, and Paraguay for total monthly payments of $19,318.$18,000. Office lease agreements for the U.S. and Canada expire between July 2018March 2021 and MarchAugust 2021. 80   Commitments for Management Services   At July 31, 2017,2020, we were committed to paying our key executives a total of $712,000$703,000 per year for management services.   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 the Consolidated Financial Statements as presented under Item 8. Financial Statements and Supplementary Data.Data herein.   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities including contingencies asand disclosure of contingent assets and liabilities at the date of the balance sheet datefinancial statements and the correspondingreported revenues and expenses forduring the period reported. By their nature, these estimates and assumptions are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates and assumptions in future periods could be significant.reported periods. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving shares of common stock, valuation and measurement of impairment losses on mineral rights and properties, valuation of stock-based compensation, valuation of variable share forward contract, net realizable value of inventory and valuation of long-term debt and asset retirement obligations. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions. The following summary provides a description of our critical accounting policies.   Mineral Rights and Exploration Stage   Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under Industry Guide 7, are established for that project. 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 project, after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred. 82   We have established the existence of mineralized materials for certain uranium projects, including theour Palangana Mine. However, we have not established proven or probable reserves 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. As a result, and despite the fact that we commenced extraction of mineralized materials at the 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.   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. Since we are in the Exploration Stage, it has resulted in our reporting of 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 development 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 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. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value. 81   Impairment of Long-LivedLong-lived Assets   Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison ofcomparing the carrying amountsvalue to the future undiscounted cash flows expected to be generated by the assets. AnWhen the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recognized whenrecorded by writing down the carrying amountvalue of the related asset to its estimated fair value, which is not recoverable and exceedsdetermined using discounted future cash flows or other measures of fair value.   Restoration and Remediation Costs (Asset Retirement Obligations)   Various federal and state mining laws and regulations require theour Company to reclaim the surface areas and restore underground water quality for its mine projects to the pre-existing mine area average quality or class of use after the completion of mining. Future reclamation We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which include extractionwe incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. Asset retirement obligations (AROs) consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation are accrued atcosts to be incurred by our Company in the end of each periodfuture. The asset retirement obligation is estimated based on management’s best estimatethe current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The asset retirement obligations are capitalized as part of the costs expected to be incurred for each project. Such estimates considerof the costs of future surfaceunderlying assets and groundwater activities, current regulations, actual expenses incurred, and technology and industry standards. In accordance with ASC 410: Asset Retirement and Environmental Obligations, the Company capitalizes the measured fair value of asset retirement obligations to mineral rights and properties.amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until the time at which they are expected to be settled. The accretion expense isexpenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement. 83 On a quarterly basis, the Company reviews the assumptions used to estimate the expected cash flows required to settle the asset retirement obligations, including changes in estimated probabilities, amounts and timing of the settlement of the asset retirement obligations, as well as changes in any regulatory or legal obligations for each of its mineral projects. Changes in any one or more of these assumptions may cause revision of asset retirement obligations and the corresponding assets. Revisions to the asset retirement obligations associated with fully depleted projects (with a carrying value of $Nil) are charged to the statement of operations. Stock-BasedStock-based Compensation   The Company follows ASC 718: Compensation - Stock Compensation, which addresses the accounting forWe measure stock-based payment transactions, requiring such transactions to be accounted for using theawards at fair value method. Awards of shares for property or services are recorded aton the more readily measurable fair valuedate of the stockgrant and expense the fair valueawards in our Consolidated Statements of Operations and Comprehensive Loss over the service.requisite service period of employees or consultants. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of stock option awards under ASC 718.options is determined using the Black-Scholes valuation model. The fair value of restricted stock units (“RSUs”) is chargeddetermined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units (“PRSUs”) is determined using a Monte Carlo simulation model. Stock-based compensation expense related to earningsstock option awards is recognized over the requisite service period in which the award was earned, depending on the terms and conditions of the award and the nature of the relationship between the recipient and the Company. For employees and management, the fair value is charged to earnings on an accelerated basis over the vesting period of the award. For consultants, the fair value is charged to earnings over the term of the service period, with unvested amounts revalued at each reporting period over the service period.accelerating basis. Forfeitures are accounted for whenas they occur. From time to time, the Company issues shares of its common stock as compensation to the Company’s directors, officers and employees and for various consulting services. The fair values of the shares are measured using the closing price of the Company’s shares on the issuance date.   Accounting Developments   Other than as already disclosed underEffective August 1, 2019, we adopted ASC 2016-02, “Leases”, together with subsequent amendments. The new standard requires a lessee to recognize on the balance sheet a liability to make lease payments (the lease liability) and right-of-use (“ROU”) asset representing the right to the underlying asset for the lease term. Refer to Note 2: Summary of Significant Accounting Policies of the Notes to theour Consolidated Financial Statements as presented under Item 8. Financial Statements and Supplementary Data, noherein. We do not anticipate that any other recently adopted or recently issued accounting pronouncements are anticipated towill have a material effect on our consolidated financial statements.   Subsequent EventsEvent   Other than as disclosed elsewhere in this Annual Report, the Company has no further subsequent eventsSubsequent to report asJuly 31, 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000. The net proceeds of the date of this Annual Report.September 2020 Offering will be used to fund exploration and development expenditures at the Company’s projects and for general corporate and working capital purposes. 82   Item 7A. Quantitative and Qualitative Disclosures About Market Risk   Our exposure to market risks includes, but is not limited to, equity price risk, uranium price risk, foreign currency risk, country risk and interest rate risk.   Equity Price Risk   We are subject to market risk related to the market price of our common stock which trades on the NYSE American. Historically, we have relied upon equity financings from the sale of our common stock to fund our operations. Movements in the price of our common stock have been volatile in the past and may continue to be volatile in the future. As a result, there is risk that we may not be able to complete an equity financing at an acceptable price when required.   Uranium Price Risk   We are subject to market risk related to the market price of uranium. At July 31, 2017,2020, we had no uranium supply or “off-take”off-take agreements in place. Since future sales of uranium concentrates are expected to generally occur through the uranium spot market, fluctuations in the market price of uranium would have a direct impact on our revenues, results of operations and cash flows. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our uranium price exposure to manage our uranium price risk. 84   Foreign Currency Risk   We are subject to market risk related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar, however, a portion of our business is transacted in other currencies including the Canadian dollar and the Paraguayan Guarani. To date, these fluctuations have not had a material impact on our results of operations. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to manage our foreign currency fluctuation risk.   Country Risk   We are subject to market risk related to our operations in foreign jurisdictions. We hold two significant uranium projects and one significant titanium project in Paraguay. Operations in foreign jurisdictions outside of the U.S. 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.   Interest Rate Risk   Our term debt has fixed interest rates and we have no significant exposure to interest rate fluctuation risk.   Item 8. Financial Statements and Supplementary Data   Financial Statements   The consolidated financial statements and related information as listed below for the fiscal year ended July 31, 2017,2020, are included in this Form 10-KAnnual Report beginning on page F-1:   · ● Reports of Independent Registered Public Accounting Firm;Firms; · ● Consolidated Balance Sheets; · ● Consolidated Statements of Operations and Comprehensive Loss; · ● Consolidated Statements of Cash Flows; · ● Consolidated Statements of Stockholders’ Equity; and · ● Notes to the Consolidated Financial Statements. 83   Supplementary Financial Information   The selected unaudited financial data for each of the quarters for theour two most recent fiscal years are presented below:     For the Quarters Ended     For the Quarters Ended     July 31, 2017     April 30, 2017     January 31, 2017     October 31, 2016     July 31, 2020     April 30, 2020     January 31, 2020     October 31, 2020   Sales   $ -     $ -     $ -     $ -   Net loss     (5,587,130 )     (3,798,864 )     (4,332,369 )     (4,252,694 )   $ (4,405,634 )   $ (3,273,644 )   $ (1,888,661 )   $ (5,042,577 ) Total comprehensive loss     (5,587,076 )     (3,798,892 )     (4,332,327 )     (4,252,734 )     (4,009,649 )     (3,752,792 )     (1,928,309 )     (5,052,471 ) Basic and diluted loss per share     (0.04 )     (0.03 )     (0.04 )     (0.04 )     (0.02 )     (0.02 )     (0.01 )     (0.03 ) Total assets     72,177,234       74,946,960       76,665,928       53,562,227       91,389,617       93,647,447       96,514,311       96,696,496                       For the Quarters Ended     July 31, 2016     April 30, 2016     January 31, 2016     October 31, 2015   Sales   $ -     $ -     $ -     $ -   Net loss     (3,777,278 )     (3,679,055 )     (4,801,505 )     (5,072,034 ) Total comprehensive loss     (3,777,095 )     (3,678,919 )     (4,801,724 )     (5,072,233 ) Basic and diluted loss per share     (0.03 )     (0.03 )     (0.05 )     (0.05 ) Total assets     56,176,311       59,558,492       49,982,462       53,130,380       For the Quarters Ended       July 31, 2019     April 30, 2019     January 31, 2019     October 31, 2018   Net loss   $ (6,334,132 )   $ (5,017,557 )   $ (2,349,674 )   $ (3,451,426 ) Total comprehensive loss     (6,199,949 )     (5,177,511 )     (2,311,442 )     (3,451,426 ) Basic and diluted loss per share     (0.04 )     (0.03 )     (0.01 )     (0.02 ) Total assets     101,040,242       105,055,912       106,958,178       108,046,108     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   None. 85   Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting (“ICFR”) and disclosure controls and procedures (“DC&P”) (as such term isterms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report. ICFR is a framework designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Management has used the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (‘‘COSO’’) in order to assess the effectiveness of the Company’s ICFR. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures wereICFR was effective.   It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.   Management’s Report on Internal Control Over Financial Reporting   Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting,ICFR and DC&P as required by the Sarbanes-Oxley (SOX)Act (“SOX”) Section 404(a). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Due to its inherent limitations, internal control over financial reportingICFR may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reportingICFR to future periods areis subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   In our assessment of the effectiveness of our Company’s internal control over financial reporting as at July 31, 2019, material weaknesses were identified in assessing the complexity of the valuation and accounting of a significant non-routine transaction, in a control surrounding information technology general control (“ITGC”), and in our Risk Assessment and Control Activity components of the COSO Framework related to the aggregation of open control deficiencies across our financial reporting process. In particular, the design and documentation of controls around: (i) testing the Company’s Code of Business Conduct and Ethics; (ii) the adoption of new accounting standards; and (iii) accounting for our equity-accounted investment were insufficient. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements could not be prevented or detected on a timely basis. 84 During Fiscal 2020, in response to the material weakness relating the significant non-routine transaction, we redesigned the control procedures surrounding significant non-routine transactions and implemented the control procedures in an identified significant non-routine transaction, where we followed proper procedures to identify the complexity of this transaction and engaged an external consultant with expertise in that area. The controls relating to significant non-routine transaction were tested and management has concluded that, through this testing, the identified material weakness relating to significant non-routine transaction has been remediated and that these controls are operating effectively as of July 31, 2020. During Fiscal 2020, in response to the material weakness relating to ITGC, we reassigned and restricted certain access rights of a senior financial person to our accounting system in order to ensure sufficient segregation of duties. The controls relating to ITGC were tested, and management has concluded that, through this testing, the identified material weakness relating to internal controls over ITGC has been remediated and that these controls are operating effectively as of July 31, 2020. During Fiscal 2020, in response to the material weakness in our Risk Assessment and Control Activity components of the COSO Framework, we designed and implemented a new control for the review of the Company’s Code of Business Conduct and Ethics whereby a staff was designated to review the responses from the Code of Conduct survey and when an exception is identified, proper actions to address the exception are taken. In addition, we have designed, documented and implemented formal control procedures around accounting for the equity-accounted investment. Furthermore, we redesigned and implemented new control procedures for adoption of new accounting standards. The controls relating to Risk Assessment and Control Activity components of the COSO Framework were tested, and management has concluded that, through this testing, the identified material weakness relating to Risk Assessment and Control Activity components of the COSO Framework has been remediated and that these controls are operating effectively as of July 31, 2020. As of July 31, 2017,2020, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth inInternal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Company’s management concluded that, as of July 31, 2017,2020, the Company’s internal controlcontrols over financial reporting waswere effective. The independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report has issued an attestation report on the Company’s internal control over financial reporting which attestation report which appears herein.   Changes in Internal Controls   ThereExcept for the remediation procedures implemented by the Company as described above, there have been no other changes in our internal controlcontrols over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter for the fiscal year ended July 31, 2017,2020, that have materially affected, or are reasonably likely to materially affect, our internal controlcontrols over financial reporting.   Item 9B. Other Information   Not applicableapplicable.   86 85   Part iii   Item 10. Directors, Executive Officers and Corporate Governance   Our directors and executive officers and their respective ages as of October 10, 201727, 2020 are as follows:   Name Age Age Position with the Company Amir Adnani 42 39 President, Chief Executive Officer, Principal Executive Officer and a director Spencer Abraham 68 65 Chairman and a director Ganpat Mani David Kong 74 70 A Lead independent director Ivan Obolensky 92 A director Vincent Della Volpe 78 75 A director David Kong Ganpat Mani 73 71 A director Gloria Ballesta 45 A director Pat Obara 64 61 Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer Scott Melbye 58 55 Executive Vice President   The following describes the business experience of each of our directors, including other directorships held in reporting companies:companies.   Amir Adnani.Amir Adnani is a founder of the Company and has served as our President, Chief Executive Officer and a director since January 2005. Under his leadership, our Companywe have moved from concept to initial productionextraction in the United States in five years and haswe have developed a pipeline of low-cost, near-term production projects.   Mr. Adnani has been invited to speak at prominent industry conferences organized by the International Atomic Energy Agency, World Nuclear Fuel Market and the Milken Institute. He is a frequent contributor to the business media, includingThe Wall Street Journal,, Bloomberg, CNBC and Fox Business News. Fortune magazine distinguishesdistinguished Mr. Adnani on their “40 Under 40, Ones to Watch” list of North American executives. He iswas selected as one of “Mining’s Future Leaders” by Mining Journal, a UK-based global industry publication. He is recognized by a qualified resource industry investment advisory, Casey Research, as one of the sector’s leading entrepreneurs and executives, a list researched and known as “Casey’s NexTen”. He iswas a nominee for Ernst & Young’s “Entrepreneur of the Year” distinction.   Mr. Adnani is the founder and Chairman of GoldMining Inc., a publicly-listed gold acquisition and development company and is the Chairman of Uranium Royalty Corp., a publicly-listed uranium royalty company. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and is a director of the university’s Alumni Association.   The Board of Directors has concluded that Mr. Adnani should serve as a director given his involvement with the Company since its inception and his experience in the uranium industry. Spencer Abraham. Spencer Abraham has served as our non-executive Chairman (non-executive) of our Board of Directors since March 2017. Mr. Abraham served as Executive Chairman from October 2015 to March 2017 and as the Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is the Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. President George W. Bush selected Mr. Abraham as the tenth Secretary of Energy of the United States in 2001. During his tenure at the Energy Department from 2001 to 2005, heMr. Abraham developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and nuclear energy policy, developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries, and led the landmark nuclear nonproliferation HEU program between the United States and Russia. Mr. Abraham served as a United States Senator for the State of Michigan from 1995 to 2001. At a time when the Trump Administration and Congress are considering significant issues pertaining to the U.S. uranium mining sector, Mr. Abraham’s expertise in the public policy arena is especially valuable and he is very actively involved in working with the Company to address these matters.   Mr. Abraham has served as a director of Occidental Petroleum Corporation (NYSE: OXY) since 2005, as a director of Two Harbors Investment Corp. (NYSE: TWO) since May 2014, as a director of PBF Energy Inc. (NYSE: PBF) since October 2012 and as a director of NRG Energy, Inc. (NYSE: NRG) since December 2012. Mr. Abraham served as a director of GenOn Energy, Inc. from January to December 2012, when it was acquired by NRG Energy, Inc. He also servesPreviously, Mr. Abraham served as a director of C3 IoT, a private company. Previously, Mr. Abraham servedOccidental Petroleum Corporation (NYSE: OXY) from 2005 to May 2020, as the non-executive Chairman of the Board of Directors of AREVA Inc., the North American subsidiary of AREVA, and on the boards of several other public and private companies.   87 Mr. Abraham holds a Juris Doctor degree from Harvard Law School and is an alumnus of Michigan State University.   The Board of Directors has concluded that Mr. Abraham should serve as a director given his extensive experience in the energy sector, including directing key aspects of energy strategy as Secretary of Energy of the United States from 2001 to 2005, and as a board member of various public companies in the oil, gas and power sector. 86   Ivan ObolenskyDavid Kong. Ivan ObolenskyDavid Kong has served on our Board of Directors since April 2007.January 2011 and serves as our lead independent director. Mr. Obolensky has over 50 years of experience in investment banking as a supervisory financial analyst, with specific expertise in the defense, aerospace, oil and gas, nuclear power, metals and mining, publishing and high technology industries. Mr. Obolensky is a senior associate of the Scott Abraham Investment Group of Raymond James & Associates, Inc. He has also been a Senior Executive with investment research orientation of several investment banks, including Sterling Grace & Co., Jesup, Josephthal & Co., Dominick and Dominick, Inc., Middendorf Colgate, CB Richard Ellis Moseley Hallgarten and Wellington Shields & Co. LLC, from November 1990 to April 2014. Mr. Obolensky has tenure as the 23-year President of the Josephine Lawrence Hopkins Foundation. As a 33º Master Mason and a Past Grand Treasurer of the Grand Lodge of the State of New York, he has long served as Chairman of its “watchdog” Financial Oversight Committee for the Masonic Brotherhood Foundation. Professionally, Mr. Obolensky has made frequent appearances as a guest of CNBC, CNNfn and Bloomberg TV. Mr. Obolensky is also a pro-active board member of several financial/charitable organizations: The Children’s Cancer & Blood Foundation; The Bouverie Audubon Preserve of Glen Ellen California; The Police Athletic League of New York City; and General “Blackjack” Pershing’s Soldiers’, Sailors’, Marines’, and Airmen’s Club, where he is also Chairman and Chief Executive Officer. Mr. Obolensky is a graduate of Yale University, attended Law School at the University of Virginia and is a Lieutenant (Jg) US Naval Air Corps, USNR (Ret.). Mr. Obolensky was a factor in United States’ mid-1960’s vital nuclear switch-over to the highly efficient, secret and inexpensive gas centrifuge technology for the enrichment of uranium. Today, the Company is a part-beneficiary of these efforts. The Board of Directors is pleased with Mr. Obolensky’s active involvement with the Company since 2007 and, in particular, with his over 50 years of experience as a financial analyst in investment banking and as a dedicated expert in nuclear power. Therefore, the Board of Directors has concluded that Mr. Obolensky should serveKong serves as a director of New Pacific Metals Corp., a public company listed on the Company.Toronto Stock Exchange (the “TSX”) since November 2010, as a director of Silvercorp Metals Inc., a public company listed on the TSX and the NYSE American since November 2011, and as a director of GoldMining Inc., a public company listed on the TSX and NYSE American since October 2010. Previously, Mr. Kong served as a director of New Era Minerals Inc., a public company listed on the TSX Venture Exchange (the “TSX-V”) from June 2014 to April 2016. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978. Mr. Kong was a partner at Ellis Foster, Chartered Accountants from 1981 to 2004, before merging with Ernst & Young LLP, Chartered Professional Accountants, in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors.   Vincent Della Volpe. Vincent Della Volpe has served on our Board of Directors since July 2007. Mr. Della Volpe has served as a professional money manager for over 35 years, including as a senior portfolio manager of pension funds for Honeywell Corporation and senior vice president of the YMCA Retirement fund in New York. Throughout his career, Mr. Della Volpe has particularly focused on the management of energy and utility equity portfolios, and he also has experience managing venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in Accounting and an MBA in finance, both from Seton Hall University.   The Board of Directors has concluded that Mr. Della Volpe should serve as a director given his involvement with the Company since 2007 and his specialized expertise in finance. David Kong. David Kong has served on our Board of Directors since January 2011 and serves as our lead independent director. Mr. Kong serves as a director of New Pacific Metals Corp., a public company listed on the TSX Venture Exchange since November 2010, as a director of Silvercorp Metals Inc., a public company listed on the Toronto Stock Exchange and the NYSE American since November 2011, and as a director of GoldMining Inc., a public company listed on the TSX Venture Exchange (the “TSX-V”) since October 2010. Previously, Mr. Kong served as a director of New Era Minerals Inc., a public company listed on the TSX-V from June 2014 to April 2016, as a director of Channel Resources Ltd., a public company listed on the TSX-V from July 2010 to June 2012 and as a director of Hana Mining Ltd., a formerly public company listed on the TSX-V from July 2010 to February 2013, when it was privatized. Mr. Kong holds a Bachelor in Business Administration and earned his Chartered Accountant designation (CPA, CA) in British Columbia, Canada, in 1978, and his U.S. CPA (Illinois) designation in 2002. Mr. Kong was a partner at Ellis Foster, Chartered Accountants from 1981 to 2004, before merging with Ernst & Young LLP in 2005, where he was a partner until 2010. Mr. Kong is a certified director (ICD.D) of the Institute of Corporate Directors. 88 The Board of Directors has concluded that Mr. Kong should serve as a director given his business experience and specialized expertise in finance and accounting. Ganpat Mani. Ganpat Mani has served on our Board of Directors since June 2014 and as a director of Uranium Participation Corporation since July 2014. From 2009 to 2013, Mr. Mani was President and Chief Executive Officer of ConverDyn, a partnership between affiliates of Honeywell International Inc. and General Atomics, which specializes in the nuclear fuel conversion trade. During this time, he also served as a director of the Nuclear Energy Institute and was a member of the U.S. Civil Nuclear Trade Advisory Committee. HeMr. Mani is a highly-experienced negotiator of contracts with major private and state-owned corporations in Asia, Europe and the U.S. Notably, Mr. Mani negotiated the agreement for the return of uranium feed from the Metropolis conversion facility under the Megatons to Megawatts program between the U.S. and Russia. He also met with government and industry organizations as part of the U.S. Department of Commerce’s multiple nuclear trade missions to India.   From 1994 to 2007, Mr. Mani held several senior marketing positions with ConverDyn, including having served as Senior Vice President. At ConverDyn he was responsible for relations with major nuclear utilities in Asia, Europe and the U.S. and with enrichment companies in Europe and the U.S. HeMr. Mani has prepared position papers and draft legislative language for, and represented ConverDyn in, meetings with the United States Departments of Commerce, Energy and State and with industry trade organizations. From 1973 to 1994, Mr. Mani worked at Honeywell International Inc. (formerly Allied-Signal Inc.), where his career spanned a variety of functional areas and product lines.   Mr. Mani holds an MBA from Rutgers University and a Bachelor of Technology Degree in Metallurgical Engineering from Loughborough University, United Kingdom.   TheGloria Ballesta. Gloria Ballesta has served on our Board of Directors has concluded that Mr. Mani should servesince July 2018. Ms. Ballesta is the Chief Executive Officer of Content Mode SAS, a contact center based in Colombia, since January 2016, and serves as a director given hisof GoldMining Inc., a public company listed on the TSX and NYSE American since August 2010. Ms. Ballesta has experience managing administrative and compliance procedures for spin-offs, take-overs and financings of various public companies. Ms. Ballesta holds an LLB (Hons.) from the CEU Cardenal Herrera University in the uranium industry, particularly his in-depth knowledgeSpain and a Master's degree in Marketing and Business Management from ESIC School of the global nuclear fuel market.Business in Spain.   The following describes the business experience of each of the non-director executive officers of the Company:   Pat Obara. Pat Obara has served as our Secretary, Treasurer and Chief Financial Officer since October 2015, and served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara currently serves as the Chief Financial Officer Secretary and a directorSecretary of GoldMining Inc., a public company listed on the TSX-V.TSX and NYSE American, and served as a director of GoldMining Inc. from September 2009 to May 2018. Mr. Obara holds a degree in Building Technology, Land and Construction Economics from the British Columbia Institute of Technology. 87   Scott Melbye. Mr. Melbye has served as our Executive Vice President since September 2014. Mr. Melbye is a 34-year36-year veteran of the nuclear energy industry having held key leadership positions in major global uranium mining companies and various industry organizations. He has passionately promoted the growth and competitiveness of the nuclear fuel cycle in makingsupporting nuclear power as a clean, affordable and reliable source of energy to meet the world’s ever expandingever-expanding needs.   As our Executive Vice President, Mr. Melbye is responsible for the uranium marketing and sales function and is a key contributor towards the achievement of the Company’s strategic growth objectives. He is alsoMr. Melbye currently serves as the Chief Executive Officer, President and a director of Uranium Royalty Corp., a public company listed on the TSX-V. From 2014 to 2018, Mr. Melbye served as the Vice President, Commercial ofat Uranium Participation Corporation, managing a publicly traded fund which allows investors to buy and holdspeculate on physical uranium. Additionally,uranium holdings. Concurrently at that time, Mr. Melbye servesserved as an Advisor to the Chairman of Kazatomprom, the world’s leading uranium producer in Kazakhstan, guiding their business transformation process as it relatesrelated to marketing and sales.sales strategy. Through June 2014, Mr. Melbye was Executive Vice President, Marketing for Uranium One, responsible for global sales activities, where he expanded the company’s forward book, particularly in the emerging markets of the United Arab Emirates and China. He also supported the global investor-relations efforts of the CEO during the time the companythat Uranium One was publicly traded on the Toronto Stock Exchange.TSX. Uranium One is among the world’s top four uranium producers from its mines in Kazakhstan and the United States, and is the wholly-owned mining subsidiary of the Russian nuclear energy company Rosatom. 89   Prior to this, Mr. Melbye spent 22 years with the Cameco Group of companies, both in the Saskatoon head office and with their U.S. subsidiaries. He most recently served as President of Cameco Inc., the subsidiary responsible for managing thethat company’s world-wide uranium marketing and trading activities (annual sales exceeding 30 million pounds U3O8 through established relationships with most global nuclear utilities). PreviousMr. Melbye’s previous experience includes uranium brokerage and trading at Nukem Inc. in New York, and nuclear fuel procurement at the Palo Verde Nuclear Generating Station in Arizona.   Mr. Melbye is a frequent speaker at nuclear industry conferences and has participated in numerous high-level, United States and Canadian trade missions to markets such as China, India, United Arab Emirates and Mexico. In 1999, Mr. Melbye provided expert testimony in support of Kazakhstan before the International Trade Commission in Washington, D.C., which lifted trade restrictions on Kazakh uranium in the United States. He is a past Chair of the Board of Governors of the World Nuclear Fuel Market (WNFM), and former President of the Uranium Producers of America (“UPA”). The UPA is the domestic uranium mining industry organization which promotes rational regulatory policy and responsible disposition of United States Department of Energy inventories, a topic in which Mr. Melbye testified before the House Oversight Committee in 2015. Mr. Melbye has been active in grassroots Republican politics, having worked on two United States Senate races and serving on a statewide leadership team for Bush/Cheney ’04. Mr. Melbye received a Bachelor of Science in Business Administration with degree specialization in International Business from Arizona State University in 1984.   Term of Office   All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.   Significant Employees   There are no significant employees other than our executive officers.   Family Relationships   There is no family relationship between any of our executive officers or directors.   88 Audit Committee   Our Board of Directors has established an Audit Committee that operates under a written charter approved by the Board.Board of Directors. Our Audit Committee has been structured to comply with Rule 10A-3 under the Exchange Act. Our Audit Committee is comprised of David Kong, Ivan Obolensky and Vincent Della Volpe and Gloria Ballesta, all of whom meet the audit committee member independence standards of the NYSE American. Mr. Kong is the Chairman of the Audit Committee. Our Board of Directors has determined that Mr. Kong satisfies the criteria for an audit committee financial expert under Item 407(d)(5) of Regulation S-K of the rules of the SEC.   Involvement in Certain Legal Proceedings   Except as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:   1. a petition under the Federalfederal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;   2. such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);   3. such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:   90 i) i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;   ii) engaging in any type of business practice; or   iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federalfederal or Statestate securities laws or Federalfederal commodities laws;   4. such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federalfederal or Statestate authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;   5. such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federalfederal or Statestate securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;   6. such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federalfederal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;   89 7. such person was the subject of, or a party to, any Federalfederal or Statestate judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:   i) any Federalfederal or Statestate securities or commodities law or regulation; or   ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or   iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or   8. such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.   Code of Business Conduct and Ethics   We have adopted a Code of Business Conduct and Ethics Policy (the “Code of Ethics”“Code”) that applies to all directors and officers. The Code of Ethics describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote, among other things:   · ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · ● compliance with applicable governmental laws, rules and regulations; 91 ● · the prompt internal reporting of violations of the Code of Ethics to the appropriate person or persons identified in the code;Code; and · ● accountability for adherence to the Code of Ethics.Code.   A copy of our Code of Ethics can be viewed on our website at: http://www.uraniumenergy.com/about/corporate-governance/.www.uraniumenergy.com.   Corporate Governance and Nominating Committee   Our Board of Directors has established a Corporate Governance and Nominating Committee that operates under a written charter approved by the Board of Directors. The Corporate Governance and Nominating Committee is comprised of Vincent Della Volpe, Ivan ObolenskyDavid Kong and David Kong.Ganpat Mani. Mr. Della Volpe is the Chairman of the Corporate Governance and Nominating Committee. All of the members of the Corporate Governance and Nominating Committee qualify as independent directors under the listing standards of the NYSE American.   The Corporate Governance and Nominating Committee is responsible for developing an appropriate approach to corporate governance issues and compliance with governance rules. The Corporate Governance and Nominating Committee is also mandated to plan for the succession of our Company, including recommending director candidates, review of board procedures, size and organization and monitoring of senior management with respect to governance issues.   The Corporate Governance and Nominating Committee identifies individuals believed to be qualified to become board members and recommends individuals to fill vacancies. There are no minimum qualifications for consideration for nomination to be a director of the Company. The Corporate Governance and Nominating Committee assesses all nominees using generally the same criteria. In nominating candidates, the Corporate Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including skills, knowledge, experience and personal character, as well as the needs of the Company.   Board Diversity   TheOur Board of Directors has adopted a written diversity policyDiversity Policy (the “Diversity Policy”) that sets out the Company’s approach to diversity, including gender, on the Board of Directors and among the executive officers of the Company.  The Corporate Governance and Nominating Committee and the Board of Directors aim to attract and maintain a Boarddirectors and an executive team that have an appropriate mix of diversity, skill and expertise.   90 Pursuant to the Diversity Policy, all Board of Directors and executive officer appointments will be based on merit, and the skill and contribution that the candidate is expected to bring to the Board of Directors and the executive team, with due consideration given to the benefits of diversity. Pursuant to the Diversity Policy, when considering the composition of, and individuals to nominate or hire to, the Board of Directors and the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, shall consider diversity from a number of aspects including, but not limited to, gender, age, ethnicity and cultural diversity.  In addition, when assessing and identifying potential new members to join the Board of Directors or the executive team, the Corporate Governance and Nominating Committee and the Board of Directors, as applicable, considers the current level of diversity on the Board of Directors and the executive team.   The Corporate Governance and Nominating Committee and the Board of Directors are responsible for developing measurable objectives to implement the diversity policyDiversity Policy and to measure its effectiveness.  The Corporate Governance and Nominating Committee meets annually, or otherwise as applicable, considersto consider whether to set targets based on diversity for the appointment of individuals to the Board of Directors or the executive team, recognizing that, notwithstanding any targets set in any given year, the selection of diverse candidates will depend on the pool of available candidates with the necessary skills, knowledge and experience.   As at the date of this Annual Report, therefour of our six directors are diverse based on ethnicity and our Company has one female director. There are no women directors orfemale members of the executive team.   At their 2017 meetings,The Board of Directors believes that diversity will increase the Corporate Governance and Nominating Committeeeffectiveness of the Board of Directors and the Board determined not to establish any targets for the upcoming year, given the current size and compositionlong-term performance of the Board.Company. 92   The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of our Company’s current directors and believes that our Company’s current directors possess a variety of complementary skills and characteristics, including the following:   · ● personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation; · ● successful business or professional experience; · ● various areas of expertise or experience, including financial, strategic and general management; · ● willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company; and · ● a demonstrated commitment to the success of the Company.Company; and ● diverse perspectives, qualifications and knowledge.   The Corporate Governance and Nominating Committee considers nominees recommended by stockholders if such recommendations are made in writing to the Corporate Governance and Nominating Committee and evaluates nominees for election in the same manner whether the nominee has been recommended by a stockholder or otherwise.  To recommend a nominee, please write to the Company’s Corporate Governance and Nominating Committee, c/o Uranium Energy Corp., at 500 North Shoreline Boulevard, Suite 800N, Corpus Christi, Texas, U.S.A. 78401.   Compliance with Section 16(a) of the Exchange Act   Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that all such reports were timely filed during Fiscal 2017,2020 within two business days as required by the SEC, except as follows:SEC.   Name   Number of Late Reports   Number of Transactions Not Reported on a Timely Basis           Scott Melbye   1   1 91   Item 11. Executive Compensation   Compensation Discussion and Analysis   Oversight of Executive Compensation Program   Our Board of Directors has established a Compensation Committee that operates under a written charterCharter approved by the Board.Board of Directors. The Compensation Committee is comprised of Vincent Della Volpe, Ivan ObolenskyDavid Kong and David Kong.Gloria Ballesta. Mr. Della Volpe is the Chairman of the Compensation Committee. All of the members of the Compensation Committee qualify as independent directors undermeet the listingcompensation committee independence standards of the NYSE American. The Board of Directors has determined that none of the Compensation Committee members have any material business relationships with the Company. The independence of the Compensation Committee members is re-assessed regularly by the Company.   The Compensation Committee of our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.   The responsibilities of the Compensation Committee, as stated in its charter,Charter, include the following:   · ● review and approve the Company’s compensation guidelines and structure; · ● review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer; · ● review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including salary,base compensation, bonus, incentive and equity compensation; and 93 ● · periodically review and make recommendations to the Board of Directors regarding the compensation of non-management directors.   The Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board of Directors for approval, all compensation policies and compensation programs for the executive team.   Since May 2012, consistent with good governance practices, the Compensation Committee retains on an annual basis an independent compensation advisor to provide advice on the structure and levels of compensation for our executive officers and directors and to undertake a comprehensive review of our incentive plans. In Fiscal 2017,2020, the Compensation Committee retained Global Governance Advisors (“GGA”) to provide independent compensation advice to the Compensation Committee and to the Board of Directors. GGA is an internationally recognized, independent advisory firm that provides counsel to boards of directors on matters relating to executive compensation and governance. GGA is retained to continually review the compensation levels for the Company’s executive officers and directors and short and long-term incentive plans, and to evaluate and make recommendations on the Company’s overall executive and director compensation philosophy, objectives and approach.   GGA’s services in Fiscal 20162020 included: · ● shareholder analysis; and compensation philosophy validation; · ● shareholder engagement regarding matters related to non-management directors. peer group review; GGA’s services in Fiscal 2017 included: · compensation philosophy validation; · ● peer group review; · executive compensation review and recommendations for theour Chief Executive Officer, Chief Financial Officer and Executive Vice President; · ● short-term incentive plan metric review of peer group; · long-term incentive plan review of peer group; · share ownership guideline analysis of peer group; · non-management director compensation review; and · ● Board diversity policy review. review of compensation discussion and analysis in the Company’s proxy statement.   Fees paid for GGA’s services for our last two fiscal years are set forth below:were $20,650 and $21,067 for Fiscal 2019 and Fiscal 2020, respectively.     Year Ended     Year Ended       July 31, 2017     July 31, 2016   Executive compensation related fees   $ 18,289     $ 20,828   All other fees     -       -   Total   $ 18,289     $ 20,828     The Compensation Committee reviews all fees and the terms of consulting services provided by GGA.   92 Overview of Executive Compensation Program   In Fiscal 2017,2020, with the recommendations put forth by GGA (the “GGA Recommendations”), the Compensation Committee maintained the following general principles in determining its executive and non-management director total compensation plans.   The Company recognizes that people are our primary asset and our principal source of competitive advantage. In order to recruit, motivate and retain the most qualified individuals as senior executive officers, the Company strives to maintain an executive compensation program that is competitive in the mining industry, which is a competitive, global labor market.   The Compensation Committee’s compensation objective is designed to attract and retain the best available talent while efficiently utilizing available resources. The Compensation Committee compensates executive management primarily through base salarycompensation and equity compensation designed to be competitive with comparable companies, and to align management’s compensation with the long-term interests of shareholders. In determining executive management’s compensation, the Compensation Committee also takes into consideration the financial condition of the Company and discussions with the executive.executive in each instance. 94   In order to accomplish our goals and to ensure that the Company’s executive compensation program is consistent with its direction and business strategy, the compensation program for our senior executive officers is based on the following objectives:   · ● to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations within a calculated risk framework; and · ● to reward each executive based on individual and corporate performance and to incentivize such executives to drive the organization’s current growth and sustainability objectives.   The following key principles guide the Company’s overall compensation philosophy:   · ● compensation is designed to align executives to the critical business issues facing the Company; · ● compensation should be fair and reasonable to shareholders and be set with reference to the local market and similar positions of comparable companies; · ● a substantial portion of total compensation is at-risk and linked to individual efforts, as well as divisional and corporate performance. This ensures the link between executive pay and business performance; · ● an appropriate portion of total compensation should be equity-based, aligning the interests of executives with shareholders; and · ● compensation should be transparent to the Board of Directors, executives and shareholders. 93   Benchmarking Compensation and Peer GroupGroups   In Fiscal 2017, to address changes in the external market,2020 the Compensation Committee commissioned a peer group review from GGA as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that the Company continued to benchmark executive compensation with an appropriate market. The Compensation Committee reviewedmarket comparators. In addition to the relevance ofexternal market trends, the peer group used in prior years to evaluate executive compensation. The Compensation Committee considered the complexity of the Company and the range of size of several of the appropriate comparable companies and, with the recommendations put forth by GGA Recommendations provided to them, established a newrevised peer group (the “Peer Group”) to better reflect the Company’s current business. The Peer Group remained relatively consistent with prior years and included companies operating in the oil, gas and consumable fuels sector, primarily in North America, of similar size and having a market capitalization generally below $400 million, ranging between 0.25 times and four times the Company’s. Total assets and revenue were also considered as part of the peer selection process. The Company’s market capitalization was positioned around the median at the time of GGA’s Recommendations. The Peer Group was used by the Compensation Committee to establish the compensation levels for the Company’s executives and its Board of Directors. In Fiscal 2017, the Company joined the Russell 3000 index, however, it is still pre-revenue. The criteria used to select the Peer Group included natural resources companies2020, with market capitalization under $400 million, with a consideration on selecting peers in the exploration phase with minimal reported revenues and a smaller group of pre-revenue uranium mining companies. In Fiscal 2017, with the recommendations put forth by GGA, theGGA’s Recommendations, our compensation philosophy aimed to align both our executive and directorBoard of Director compensation around the median of the Peer Group.   Peer Group Denison Mines Corp. Abraxas Petroleum Corporation UR-Energy Inc. Gastar Exploration Inc. VAALCO Energy, Inc. Energy Fuels Inc. Laramide Resources Ltd. UEX Corporation Adams Resources & Energy, Inc. Evolution Petroleum Corporation NexGen Energy Ltd. UR-Energy Inc. Comstock Resources, Inc. Fission Uranium Corp. PolyMet Mining Corp. Denison Mines Corp. Hallador Energy Company Abraxas Petroleum Corporation Fission Uranium Corp. Approach Resources, Inc. Mid-Con Energy Partners, LP Evolution Petroleum Corporation NexGen Energy Ltd. Cloud Peak Energy Inc. Polymet Mining Corp. Isramco Inc. Uranium Resources, Inc. Comstock Resources, Inc. Silvercorp Metals Inc. Westmoreland Coal Company 95 Pre-Revenue Peer Group(1) Fission Uranium Corp. NexGen Energy Ltd. Uranium Resources, Inc. Polymet Mining Corp. Note: (1) There were an insufficient number of pre-revenue uranium mining company peers to develop a statistically sound market to review compensation.    Compensation Elements and Rationale   There are three basic components to the Company’s executive compensation program: base salary,compensation, short-term incentive awardsawards; and long-term incentive equity compensation.   Base SalaryCompensation   Base salarycompensation is the foundation of the compensation program and is intended to compensate competitively relative to comparable companies within our industry and the marketplace where we compete for talent. Base salarycompensation is a fixed component of the compensation program and is used as the base to determine elements of incentive compensation and benefits. In Fiscal 2017, due to prevailing market conditions, the Compensation Committee approved an overall decrease in base salary compensation for the Company’s executive officers. Effective from May 1, 2016, and again effective on April 1, 2020, the base compensation paid to our executive officers was reduced by 10% on a non-accrued basis of which a portion ofas more particularly described under “Executive Services Agreements” herein. Effective on October 1, 2020, the base compensation was paidreinstated to the levels in stock in lieu of cash,effect prior to reduce cash outlays.April 1, 2020.   Short-Term Incentive Awards   The short-term incentive plan (the “STIP”) is a variable component of compensation and has the objective of motivating the executive officers to achieve pre-determined objectives over a one-year period and to provide a means to reward the achievement of corporate milestones and fulfillment of the annual business plan. Historically, the amount of the short-term incentive awards paid to the Company’s executive officers was determined by the Company’s Compensation Committee on a discretionary basis, given the Company’s stage of development and its transitional stage of growth, based on the expected benefits to the Company for meeting its performance targets, the Company’s available resources and market conditions. As of In Fiscal 2014, with the recommendations put forth by GGA,2020 the Compensation Committee established guidelines for the amount of annual incentive awards payable to the executives as a percentage of an executive’s base salary for specific performance targets and levels achieved. The Compensation Committee determined that nodid not award any short-term incentive compensation would be payable for performance falling below minimum performance levels. The Compensation Committee determined that maximum incentive compensation equivalentwhich it considered appropriate due to 200% of an executive’s base salary could be payable for superior performance across all performance levels. The Compensation Committee considered the Company’s overall business and strategic plan, operating activities, financing activities and prevailingchallenging market conditions to establish performance targets and levels. 96 In Fiscal 2017,short-term incentive awards were paid for performance meeting or exceeding target performance levels. Accordingly, the Compensation Committee reapproved the following guidelines for the opportunity of incentive awards to the executives, based on a selection of financial, operating and individual objectives: Role   Below Threshold Performance (% of Base Salary)     Threshold Performance Multiplier (% of Target)     Target Performance Multiplier (% of Target)     Maximum Performance Multiplier (% of Target)   CEO                                 CFO     0 %     0 %     100 %     200 % Executive Vice President                                 · in addition to the performance metrics used to evaluate the executive officer’s annual incentive, the payment of annual incentive awards shall be subject to a determination by the Board of Directors and that the Company maintains sufficient cash on hand to meet the Company’s financial obligations as determined on the date of payment; and · annual incentive awards shall be subject to a provision for recovery or “clawback” if a payment is subsequently determined by the Board of Directors to have been based on materially inaccurate financial statements or materially inaccurate performance criteria. The Compensation Committee determined that it would continue evaluating and evolving the compensation program design against best market practices as the Company experiences further growth. In Fiscal 2017, short-term incentive awards were paid to the executive officers in the form of cash bonuses and stock awards as more particularly described in the “Summary Compensation Table” below. The stock awards were issued to the executive officers in lieu of cash compensation to reduce cash outlays.COVID-19 pandemic.   Long-Term Incentive (Equity)   The Company’s long-term incentive program provides for, among other awards, the granting of stock options, performance stock options (“PSOs”), RSUs and PRSUs to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to shareholder value creation. In awarding long-term incentives, the Company compares theits long-term incentive program to that of comparable companies within our industry and evaluates such factors as the number of optionsshares available for awards under its Stock Incentivethe Company’s 2020 Plan and the number of optionsawards outstanding relative to the number of shares outstanding. The Company has historically sought to award stock options on a competitive basis based on a comparison with comparable companies. 94   Each long-term incentive grant is based on the level of the position held and overall market competitiveness. The Compensation Committee takes into consideration previous grants when it considers new grants of options. The Board of Directors fixes the exercise price of stock options, atPSOs, RSUs and PRSUs. The Compensation Committee administers the timegranting of equity awards in accordance with the grant at the NYSE American closing price of our common shares.2020 Plan.   In Fiscal 2017,2019 the Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors and determined that it would implement a performance based long-term incentive award structure based on best market practice to more closely align pay with future performance. In Fiscal 2019 long-term equity incentive plan awards were awarded to the executive officers in the form of PRSUs. The PRSUs vest over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved. The PRSUs are measured based on the Company’s total stockholder return relative to the Global X Uranium ETF (“relative TSR”). The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. Each of the four measurement periods is weighted 25%. Contingent on the level of performance achieved over each measurement period, the number of PRSUs that may vest at the end of each annual period and at the end of the 36-month period ranges from 0% to 200% of the PRSU target number of weighted units. The following table summarizes the PRSU vesting schedule. Measurement Period Weight Performance Criteria Company TSR vs. ETF TSR Weighted Performance Multiplier Year 1 25% Annual Relative Total Greater than -500 bps 0%     Stockholder Return against -500 bps 12.5%     Global X Uranium ETF 0 bps 25%       +500 bps 50% Year 2 25% Annual Relative Total Greater than -500 bps 0%     Stockholder Return against -500 bps 12.5%     Global X Uranium ETF 0 bps 25%       +500 bps 50% Year 3 25% Annual Relative Total Greater than -500 bps 0%     Stockholder Return against -500 bps 12.5%     Global X Uranium ETF 0 bps 25%       +500 bps 50% Year 1 to Year 3 25% Three Year Relative Total Greater than -500 bps 0%     Stockholder Return against -500 bps 12.5%     Global X Uranium ETF 0 bps 25%       +500 bps 50% In Fiscal 2020 the Compensation Committee reviewed the market prevalence of long-term equity incentive plans within the Company’s Peer Group and Russell index companies.Group. The Compensation Committee determined that stock options, PSOs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 20172020 due to market practice and financial constraints.practice.   In Fiscal 2017,2020 long-term equity incentive plan awards were awarded to the executive officers in the form of stock options, PSOs and RSUs, as more particularly described in the “Grants of Plan Based Awards” table below. The stock options vest over 24 months and the RSUs and PSOs vest over 36 months.   In Fiscal 2017,2020 the Compensation Committee undertook a comprehensive review of the Company’s long-term incentive plan. The Compensation Committee considered the advice of GGA and the recommendations issued by leading independent proxy advisors to enhance governance practices within its long-term incentive plan. The Compensation Committee recommended modifications to the Company’s long-term incentive plan and, on June 6, 2017,5, 2020, our Board of Directors adopted the Company’s 2017 Stock Incentive2020 Plan. On July 27, 201730, 2020, our shareholders ratified the 2017 Stock Incentive2020 Plan.   97 95   The following table summarizes the pay mix for the executive officers and illustrates the percentage of fixed versus at-risk pay for Fiscal 2017:2020:     Base   Base   Cash    Stock   Stock   At-Risk         Cash Bonus   Stock Awards   Stock Options   At-Risk Pay     Compensation   Compensation   Bonus   Awards(2)   Options   Pay Name and Principal Position   Base Salary     (STIP)     (STIP)     (LTIP)     ( STIP & LTIP)     Cash   Stock Awards (1)   (STIP)   (LTIP)   (LTIP)   (LTIP) Amir Adnani     34 %     26 %     30 %     10 %     66 %   23%   0%                 -      48%   29%   77% President and Chief Executive Officer                                                                                                                                 Spencer Abraham(1)     35 %     7 %     28 %     30 %     65 % Chairman of the Board                                                                                 Pat Obara(2)     38 %     13 %     29 %     19 %     62 % Pat Obara   18%   3%                 -      45%   34%   79% Secretary, Treasurer and Chief Financial Officer                                                                                                                                 Scott Melbye(3)     47 %     8 %     27 %     18 %     53 % Scott Melbye   35%   6%                 -      30%   29%   59% Executive Vice President                                                                   Notes: Notes: (1) These amounts represent stock issued in lieu of cash compensation in order to reduce cash outlays. (1) (2) Mr. Abraham was appointed as non-executive Chairman effective March 2, 2017 and served as Executive Chairman from October 14, 2015 to March 2, 2017. (2) Mr. Obara was appointed as Secretary, Treasurer and Chief Financial Officer effective October 29, 2015. (3) Mr. Melbye was appointed as Executive Vice President effective September 8, 2014. These amounts represent RSUs. Other Non-Cash Compensation   The Company provides standard health benefits to its executives, including medical, dental and disability insurance.   The Company’s other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.   Review of Executive Officer Performance   On an annual basis, theour Compensation Committee reviews the overall compensation package for our executive officers and evaluates executive officer performance relative to corporate goals. The Compensation Committee has the opportunity to meet with the executive officers at various times throughout the year, which assists the Compensation Committee in forming its own assessment of each individual’s performance. The executive officers are not present during voting or deliberations of the Compensation Committee relating to executive compensation.   In determiningFiscal 2020 the compensation for the executive officers, the Compensation Committee considers compensation paid to executive officers of other companies within the industry, the executive’s performance in meeting goals, the complexity of the management position and the experience of the individual. When reviewing the executive’s performance for Fiscal 2017, the Compensation Committee took into consideration both individual and corporate performance levels. The executive performance targets for Fiscal 2017 were as follows: 98 Performance Targets (“PT”)   Weight   1.   Secure adequate financing within a challenging post-Fukushima environment     35 % 2.   Establish and carry-out a strategic plan to adapt to the existing uranium market and position the Company for a turnaround in uranium prices     20 % 3.   Expansion of the project portfolio     20 % 4.   Advancement of the Company’s projects including permitting     25 % Total        100 % The following milestones were attained by the Company as a result of the success of the executives meeting their performance targets:corporate goals:   · ● we secured further financing by completingcompleted a registered offering of 17,330,836 unitsdrilling campaign to prepare for development of the Companyfirst production area where we drilled 57 exploration/delineation holes and completed 76 monitor wells totaling 54,724 feet at a priceour Burke Hollow Project. We enlarged our first production area with the discovery of $1.50 per unit for gross proceeds of $26 million, with each unit being comprised of one share of common stockadditional mineralization in new and one-half of one share purchase warrant (each whole warrant exercisable in six months at an exercise price of $2.00 for a three-year period to purchase an additional share of the Company for a total of 8,665,418 shares) (PT1: exceeded target);existing trends;   · ● we commencedcompleted a drilling campaign to prepare for a PEA where we drilled 49 holes at our Burke HollowAlto Parana Project. Our Alto Parana Project is one of the world’s highest-grade and completed 103 exploration holes totaling 44,480 feet. The two main objectives of this campaignlargest ferro-titanium deposits.   Samples are currently being prepared for shipment to completeanalytical laboratories in Canada and Peru. We will seek to monetize the explorationasset while maintaining our focus and delineation drilling phase of two closely-related Goliad Formationpriority on our core uranium trends which will constitute Burke Hollow Production Area 1, and to further extend and expand these open-ended trends within Burke Hollow (PT3: at target);business;   · ● URC listed on the TSX-V on December 16, 2019. We own 14 million shares of URC, which represents a 19.5% interest in URC. As of the closing of trading on July 31, 2020, our shareholding in URC was valued at CAD$16.2 million. URC is focused on gaining exposure to uranium prices by making strategic investments in uranium interests, including royalties, streams, debt and equity investments in uranium companies, as well as through holdings of physical uranium; ● we advanced permitting activitiesmaintained our strategic focus on acquiring and developing U.S. in-situ recovery projects that are an environmentally friendly and lower cost alternative to conventional mining and now control the largest U.S. resource base of fully permitted in-situ recovery projects in Texas and Wyoming. We are ideally positioned to supply potential U.S. government purchases for a national uranium reserve as well as longer-term utility demand; ● we maintained a perfect safety record with no lost-time accidents and no reportable medical aids during the year. In response to the COVID-19 pandemic, we arranged for our teams at our Vancouver, Corpus Christi and Paraguay offices to work remotely. Maintenance protocols at our Hobson Processing Facility and at our Palangana ISR Mine remained unchanged. Our Hobson Processing Facility and our Palangana Mine remain on standby for future extraction. We postponed plans to resume drilling at our Burke Hollow Project; we received a final 11,000-acre Mine Area Permit from the TCEQ; and we received the 5,384-acre aquifer exemption approval from the EPA (PT4: exceeded target);   · ● we consolidated our presence in Paraguay by completing our acquisition of the Alto Parana Titanium Project and its pilot plant on July 10, 2017, by way of exercise of an option pursuant to a Share Purchase and Option Agreement dated March 4, 2016, as amended (PT2: at target); · we completed the acquisition of the large, fully permitted, construction ready Reno Creek Project in Wyoming, subsequent to Fiscal 2017, on August 10, 2017, pursuant to a Share Purchase Agreement dated May 9, 2017, as amended (PT2: at target); and · the Company’s shares were added toretained on the Russell 3000 and related growth and value style indexes. Subsequent to Fiscal 2020, we completed our September 2020 Offering of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15,000,000.  96 Executive and Director Compensation Spencer Abraham, Chairman of the Board The Company appointed Spencer Abraham as non-executive Chairman of our Board of Directors effective March 2, 2017. Mr. Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017 and as Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is retained according to an appointment letter with our Company, and his compensation for serving as Chairman of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Abraham is based on comparisons of other companies’ remunerations made to their Chairmen and the value of Mr. Abraham’s expertise to the Company. As shown in the “Director Compensation” table below, Mr. Abraham receives additional compensation in connection with his service as a director of the Company. 99   Amir Adnani, President and Chief Executive Officer   During Fiscal 2020, Amir Adnani, is retained according tothrough an executive services agreement with ourAmir Adnani Corp. (“Adnani Corp.”), a private company over which Mr. Adnani exercises control, was retained to provide certain services to the Company, and his direct and indirect compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Adnani is based on comparisons of other companies’ remunerations made to their Presidents and Chief Executive Officers and the value of Mr. Adnani’s expertise to the Company.   As shown in the “Director Compensation” table below, Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company.   Scott Melbye, Executive Vice President Scott Melbye is retained according to an executive services agreement with our Company, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Melbye is based on comparisons of other companies’ remunerations made to their Executive Vice Presidents and the value of Mr. Melbye’s expertise to the Company. Pat Obara, Secretary, Treasurer and Chief Financial Officer The Company appointed Pat Obara as Secretary, Treasurer and Chief Financial Officer of the Company effective October 29, 2015, as ratified on June 6, 2016. Mr. Obara served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to October 2015. Mr. Obara is retained according to a consulting services agreement with our Company, through his services corporation, and his compensation for serving as an executive officer of the Company is disclosed below in the “Summary Compensation Table”. The Company’s compensation policy for Mr. Obara is based on comparisons of other companies’ remunerations made to their Chief Financial Officers and the value of Mr. Obara’s expertise to the Company.   Pension Benefits None. Non-Qualified Deferred Compensation None. Retirement, Resignation or Termination Plans   Officers with contracts for services have notice requirements which permit pay in lieu of notice.   Each of the Company’s executive services agreementsarrangements with Messrs. Melbye and Obara and Adnani and MelbyeCorp. contemplates the case of termination due to various provisions whereby the named executive officers will receive severancetermination payments, as described below under the heading “Executive Services Agreements”. Compensation and Risk   We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us. We have taken steps to ensure our executive compensation program does not incentivize risk outside the Company’s risk appetite. Some of the key ways that we currently manage compensation risk are as follows:   · ● appointed a Compensation Committee which is composed entirely of independent directors to oversee the executive compensation program; · ● retained an independent compensation advisor, GGA, to provide advice on the structure and levels of compensation for our executive officers and directors; · ● our short-term incentive plan is measured based on business objectives and has a cap on the total amount of payment any position may receive;receive equivalent to 200% of an executive’s base compensation in applicable years when short-term incentive awards are awarded; · ● the use of deferred equityperformance based long-term incentive compensation in the form of stock options to encourage a focus on long-term corporate performance versus short-term results;performance; 100 ● · disclosure of executive compensation to stakeholders; · ● established a Clawback Policyclawback policy applicable to all cash and equity incentive compensation; and · ● adoption of say-on-pay.   97 Clawback Policy   We adopted a clawback policyClawback Policy as an additional safeguard to mitigate compensation risks (the “Clawback Policy”). The Clawback Policy applies to all cash and equity incentive compensation and provides that the Board of Directors may seek reimbursement for compensation awarded to an executive in situations where: (i) payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company’s financial statements filed with any securities regulatory authority; (ii) the executive engaged in gross negligence, intentional misconduct or fraud that caused, or partially caused, the need for a restatement; or (iii) the incentive compensation would have been lower had the financial results been properly reported. Our Clawback Policy is available on the Company’s website athttp://www.uraniumenergy.com/_resources/Clawback-Policy-June-9-2014-website.pdf.www.uraniumenergy.com.   Anti-Hedging and Anti-Pledging Policy   We adopted an anti-hedgingAnti-Hedging and anti-pledging policyAnti-Pledging Policy (the “Anti-Hedging and Anti-Pledging Policy”). The Anti-Hedging and Anti-Pledging Policy provides that, unless otherwise previously approved by our Corporate Governance and Nominating Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time: (i) purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company; or (ii) purchase Company securities on a margin or otherwise pledge Company securities as collateral for a loan. Any violation of our Anti-Hedging and Anti-Pledging Policy will be regarded as a serious offence. Our Anti-Hedging and Anti-Pledging Policy is available on the Company’s website athttp://www.uraniumenergy.com/_resources/Anti-Hedging-Anti-Pledging-Policy-website.pdf.www.uraniumenergy.com. Stock Ownership GuidelinesGuidelines   We adopted stock ownership guidelinesStock Ownership Guidelines for executive officers to further align the interests of our executive officers and stockholders (the “Stock Ownership Guidelines”). The Stock Ownership Guidelines provide that each executive officer should attain a specified level of ownership of shares of the Company’s common stock equal to a multiple of their base salarycompensation within five years of the executive officer’s first election to his role:   Role Requirement (multiple of base salary)(1)compensation) President and Chief Executive Officer 3x Chief Financial Officer 1x Executive Vice President 1x Note: (1) Stock ownership level determined by counting the number of shares owned outright by the executive officer.   As of the date of this Annual Report, Mr. Adnani’s ownership exceeds seven times his current base salary. compensation. Among our executive officers, ownership exceeds, on average, two times their current base salary. compensation. Our Stock Ownership Guidelines are available on the Company’s website athttp://www.uraniumenergy.com/_resources/Stock-Ownership-Guidelines-website.pdf.www.uraniumenergy.com.   101 98   Consideration of Most Recent Shareholder Advisory Vote on Executive Compensation   As required by Section 14A of the Exchange Act, at our 2017 Annual Meeting2020 annual meeting of Stockholdersstockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation. This was our most recent stockholder advisory vote to approve named executive officer compensation. The proposal was approved by our stockholders, receiving approximately 92.14%89% of the vote of the stockholders present in person or represented by proxy and voting at the meeting. We considered this vote to be a ratification of our current executive compensation policies and decisions and, therefore, did not make any significant changes to our executive compensation policies and decisions based on the vote.   Compensation Committee Interlocks and Insider Participation   No person who served as a member of our Compensation Committee during Fiscal 20172020 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC. Additionally, during Fiscal 20172020, there were no Compensation Committee “interlocks,”“interlocks”, which generally means that no executive officer of our Company served: (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director of our Company.   Compensation Committee Report   The Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report. This report is provided by the independent directors Vincent Della Volpe, Ivan ObolenskyDavid Kong and David Kong,Gloria Ballesta, who comprise our Compensation Committee:   Summary Compensation Table   The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers that earned in excess of $100,000 during the fiscal years ended July 31, 2017, 20162020, 2019 and 20152018 (each a “Named Executive Officer”):   Name and Principal Position   Year   Salary(1)     Bonus     Stock Awards(2)     Options Awards(3)     Non-Equity Incentive Plan Compensation     Non-Qualified Deferred Compensation Earnings     All Other Compen- sation     Total   Year   Salary (1)     Bonus     Stock Awards (2)     Option Awards (3)     Non-Equity Incentive Plan Compensation     Non-Qualified Deferred Compensation Earnings     All Other Compensation     Total   Amir Adnani   2017   $ 344,624     $ 260,000     $ 307,000     $ 104,610 (4)   $ -     $ -     $ -     $ 1,016,234   2020   $ 341,496     $ -     $ 728,000   (4) $ 419,169     $ -     $ -     $ -     $ 1,488,665   President and Chief Executive Officer   2016     342,100       -       167,550       147,431       -       -       -       657,081   2019     396,576       450,000       627,630       290,455       -       -       -       1,764,661     2015     388,800       150,000       35,000       745,500       -       -       -       1,319,300   2018     396,576       340,000       336,600       273,600       -       -       -       1,346,776                                                                                                                                     Spencer Abraham(5)   2017     78,000       15,000       63,000       68,082 (4)     -       -       -       224,082   Chairman of the Board   2016     81,792       -       9,750       563,195       -       -       -       654,737     2015     N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A                                                                   Pat Obara(6)   2017     100,489       35,000       77,302       50,720 (4)     -       -       -       263,510   Pat Obara (7) 2020     87,767       -       228,766   (5)   160,175                               476,708   Secretary, Treasurer   2016     69,070       -       74,232       43,246       -       -       -       186,548   2019     95,354       66,000       231,515       105,620       -       -       -       498,489   and Chief Financial Officer   2015     N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A   2018     103,213       50,000       99,436       68,400       -       -       -       321,049                                                                                                                                     Scott Melbye(7)   2017     188,063       30,000       108,533       70,874 (4)     -       -       -       397,470   Scott Melbye 2020     176,669       -       185,434   (6)   149,859       -       -       -       511,962   Executive Vice President   2016     223,772       -       7,237       145,902       -       -       -       376,912   2019     185,009       60,000       140,180       66,013       -       -       -       451,202     2015     232,692       25,000       15,000       149,100       -       -       -       421,792   2018     188,512       50,000       61,307       51,300       -       -       -       351,119                                                                   Mark Katsumata(8)   2017     -       -       -       -       -       -       -       -   Former Secretary, Treasurer   2016     54,733       -       3,360       -       -       -       -       58,093   and Chief Financial Officer   2015     142,804       25,000       15,000       273,350       -       -       -       456,154     Notes: Notes: (1) These amounts represent fees paid by us to the Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below. (2) These For Fiscal 2020, these amounts represent the aggregate grant date fair value of RSUs and, for Messrs. Obara and Melbye, the fair value of shares at the date of issuance. For Fiscal 2019, these amounts represent the aggregate grant date fair value of RSUs and PRSUs, and for Messrs. Obara and Melbye, the fair value of shares at the date of issuance. For Fiscal 2018, these amounts represent the fair value of the shares at the date of issuance. For Fiscal 2020, the grant date fair value of each RSU is $0.91 per share based on the most recent closing price of our common stock as of the grant date of July 16, 2020. For Fiscal 2019, the grant date fair value of each RSU is $0.9421 per share based on the most recent closing price of our common stock as of the grant date of July 30, 2019, and the grant date fair value of each PRSU is $1.15 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using a Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted: expected risk free interest rate: 1.99% to 2.20%; expected volatility: 56.74% to 61.75%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 57.10%. (3) 102 (3) These For Fiscal 2020, these amounts represent the aggregate grant date fair value of thesestock options at the date of grantand PSOs which was estimated using the Black-Scholes option pricing model.The following assumptions were used to value the stock options granted on August 2, 2016:July 16, 2020: exercise price: $0.93;$0.91; expected risk free interest rate: 0.78%0.280%; expected annual volatility: 84.14%60.004%; expected life in years: 2.90;5.0; expected annual dividend yield: Nil;$Nil; and Black ScholesBlack-Scholes value: $0.49.$0.456. The following assumptions were used to value the stock optionsPSOs granted on August 22, 2017 and having an effective grant date on July 31, 2017:16, 2020: exercise price: $1.28;$1.10; expected risk free interest rate: 1.489%0.280%; expected annual volatility: 73.678%60.004%; expected life in years: 3.10;5.0; expected annual dividend yield: Nil; Black Scholes$Nil; and Black-Scholes value: $0.634.$0.413. For Fiscal 2018 and 2019, these amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing model. (4) This amount represents the grant date fair value of the RSUs granted to Mr. Adnani on July 16, 2020. (5) These amounts includeinclude: (i) $14,916 for stock optionsawards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $213,850 for RSUs granted to Messrs. AbrahamMr. Obara on July 16, 2020. (6) These amounts include: (i) $30,734 for stock awards issued in lieu of cash compensation in order to reduce cash outlays; and (ii) $154,700 for RSUs granted to Mr. Melbye on August 2, 2016; and (ii) stock options granted to the Named Executive Officers approved by our Compensation Committee and Board of Directors on August 22, 2017 and having an effective grant date on July 31, 2017.16, 2020. (5) (7) Mr. Abraham was appointed as non-executive Chairman effective March 2, 2017 and served as Executive Chairman from October 14, 2015 to March 2, 2017.  Information for Mr. Abraham in his role as Executive Chairman is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report.   (6) Mr. Obara was appointed as Secretary, Treasurer and Chief Financial Officer effective October 29, 2015. The Company pays Mr. Obara in Canadian currency. For the purpose of reporting the salarybase compensation paid to Mr. Obara, the salarycompensation was converted from Canadian currency to U.S. currency at the Bank of Canada noon buying rate for the years ended July 31. (7) Mr. Melbye was appointed as Executive Vice President effective September 8, 2014. (8) Mr. Katsumata resigned as Secretary, Treasurer and Chief Financial Officer effective October 29, 2015. The Company paid Mr. Katsumata in Canadian currency. For the purpose of reporting the salary paid to Mr. Katsumata the salary was converted from Canadian currency to U.S. currency at the Bank of Canada noon buying rate for the years ended July 31.   99 Grants of Plan Based Awards   We granted awards to the Named Executive Officers in Fiscal 2017,2020, as follows:         Date of Approval by Compensation Committee   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of   All Other Option Awards: Number of Securities Underlying   Exercise Price of Option   Grant Date Fair Value of Stock and Option   Award Grant   Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock     All Other Option Awards: Number of Securities Underlying     Exercise Price of Option     Grant Date Fair Value of Stock and   Name   Grant Date   and Board of Directors   Threshold     Target     Maximum     Stock or Units     Options     Awards     Awards   Type(1) Date   Threshold     Target     Maximum     or Units     Options     Awards     Option Awards   Amir Adnani   July 31, 2017   August 22, 2017     -       -       -       313,951       165,000     $ 1.28     $ 411,610 (2) Option July 16, 2020     N/A       N/A       N/A       -       150,000     $ 0.91     $ 68,414 (2) President and Chief Executive Officer                                                             PSO July 16, 2020     N/A       N/A       N/A       -       850,000     $ 1.10       350,755 (3)                                                             RSU July 16, 2020     N/A       N/A       N/A       800,000       N/A       N/A       728,000 (4) Spencer Abraham(1)   July 31, 2017   August 22, 2017     -       -       -       53,956       125,000        $0.93 - $1.28     $ 131,082 (3) Chairman of the Board                                                                                                                         Pat Obara   July 31, 2017   August 22, 2017     -       -       -       53,442       80,000     $ 1.28       128,022 (4) Option July 16, 2020     N/A       N/A       N/A       -       125,000     $ 0.91       57,012 (2) Secretary, Treasurer and Chief Financial Officer                                                                                                                         Secretary, Treasurer and Chief PSO July 16, 2020     N/A       N/A       N/A       -       250,000     $ 1.10       103,163 (3) Financial Officer RSU July 16, 2020     N/A       N/A       N/A       235,000       N/A       N/A       213,850 (4) Scott Melbye   July 31, 2017   August 22, 2017     -       -       -       89,258       125,000        $0.93 - $1.28     $ 179,407 (5) Option July 16, 2020     N/A       N/A       N/A       -       125,000     $ 0.91       57,012 (2) Executive Vice President                                                                 PSO July 16, 2020     N/A       N/A       N/A       -       225,000     $ 1.10       92,847 (3) RSU July 16, 2020     N/A       N/A       N/A       170,000       N/A       N/A       154,700 (4)   Notes: Notes: (1) Option – refers to stock options granted under our 2020 Plan. PSO – refers to performance stock options granted under our 2020 Plan. RSU – refers to restricted stock units granted under our 2020 Plan. (1) (2) Mr. Abraham was appointed as non-executive Chairman effective March 2, 2017 and served as Executive Chairman from October 14, 2015 to March 2, 2017.  Information for Mr. Abraham in his role as Executive Chairman is disclosed above in These amounts represent the “Grants of Plan Based Awards” table and is not reported in the “Director Compensation” table of this Annual Report. (2) Consists of (i) stock awards with agrant date fair value of $307,000 issuedthe stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted July 16, 2020: exercise price: $0.91; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in Fiscal 2017 in lieu of cash compensation to reduce cash outlays;years: 5.0; expected annual dividend yield: $Nil; and (ii) option awards with aBlack-Scholes value: $0.456 (3) These amounts represent the grant date fair value of $104,610 approved by the Compensation CommitteePSOs which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the PSOs granted July 16, 2020: exercise price: $1.10; expected risk free interest rate: 0.280%; expected annual volatility: 60.004%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Board of Directors on August 22, 2017 and having an effectiveBlack-Scholes value: $0.413. (4) The grant date on July 31, 2017. (3) Consists of (i) stock awards with a fair value of $63,000 issued in Fiscal 2017 in lieueach RSU is $0.91 per share based on the most recent closing price of cash compensation to reduce cash outlays; (ii) option awards with a fair valueour common stock as of $39,552 granted on August 2, 2016; and (iii) option awards with a fair value of $28,530 approved by the Compensation Committee and Board of Directors on August 22, 2017 and having an effective grant date onof July 31, 2017. (4) Consists of (i) stock awards with a fair value of $77,302 issued in Fiscal 2017 in lieu of cash compensation to reduce cash outlays; and (ii) option awards with a fair value of $50,720 approved by the Compensation Committee and Board of Directors on August 22, 2017 and having an effective grant date on July 31, 2017. (5) Consists of (i) stock awards with a fair value of $108,533 issued in Fiscal 2017 in lieu of cash compensation to reduce cash outlays; (ii) option awards with a fair value of $29,664 granted on August 2, 2016; and (iii) option awards with a fair value of $41,210 approved by the Compensation Committee and Board of Directors on August 22, 2017 and having an effective grant date on July 31, 2017.16, 2020.   103 100   Outstanding Equity Awards   The following table sets forth information as at Fiscal 2017,2020, relating to optionsequity awards that have been granted to the Named Executive Officers:       Option Awards   Stock Awards   Name   Number of Securities Underlying Unexercised Options Exercisable     Number of Securities Underlying Unexercised Options Unexercisable     Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options     Option Exercise Price     Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested     Market Value of Shares or Units of Stock That Have Not Vested     Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested   Amir Adnani     250,000       -       -     $ 0.45     April 7, 2018     -     $ -     $ -     $ -   President     1,500,000       -       -       1.32     September 3, 2019     -       -       -       -   and Chief Executive Officer     225,000       75,000       -       0.93     July 28, 2021     -       -       -       -         -       165,000       -       1.28     August 22, 2022     -       -       -       -                                                                         Spencer Abraham(1)     50,000       -       -       1.32     September 3, 2019     -       -       -       -   Chairman of the Board     1,000,000       -       -       1.14     October 14, 2020     -       -       -       -         40,000       40,000       -       0.93     August 2, 2021     -       -       -       -         -       45,000       -       1.28     August 22, 2022     -       -       -       -         50,000       -       -       2.41     January 15, 2023     -       -       -       -                                                                         Pat Obara     125,000       -       -       0.45     April 7, 2018     -       -       -       -   Secretary, Treasurer and     400,000       -       -       1.32     September 3, 2019     -       -       -       -   Chief Financial Officer     66,000       22,000       -       0.93     July 28, 2021     -       -       -       -         -       80,000       -       1.28     August 22, 2022     -       -       -       -                                                                         Scott Melbye     300,000       -       -       1.32     September 3, 2019     -       -       -       -   Executive Vice President     300,000       -       -       0.98     January 12, 2021     -       -       -       -         30,000       30,000               0.93     August 2, 2021     -       -       -       -         -       65,000       -       1.28     August 22, 2022     -       -       -       -           Option Awards   Stock Awards   Name Award Type(1) Grant Date   Number of Securities Underlying Unexercised Options Exercisable (#)   Number of Securities Underlying Unexercised Options Unexercisable (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)(2)   Market Value of Shares or Units of Stock That Have Not Vested ($)(3)   Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(4)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(5)   Amir Adnani Option July 28, 2015   300,000   -   0.93   July 28, 2021   -   -   -   -     Option August 22, 2016   165,000   -   1.28   August 22, 2022   -   -   -   -     Option July 25, 2018   400,000   -   1.53   July 25, 2023   -   -   -   -     Option July 30, 2019   275,000   275,000   0.9421   July 30, 2029   -   -   -   -     Option July 16, 2020   -   150,000   0.91   July 16, 2030   -   -   -   -     PSO July 16, 2020   -   850,000   1.10   July 16, 2030   -   -   -   -     RSU July 30, 2019   -   -   -       200,000   194,000   -   -     RSU July 16, 2020   -   -   -       800,000   776,000   -   -     PRSU July 30, 2019   -   -   -       -   -   225,000   258,750                                           Pat Obara Option July 28, 2015   88,000   -   0.93   July 28, 2021   -   -   -   -     Option August 22, 2016   80,000   -   1.28   August 22, 2022   -   -   -   -     Option July 25, 2018   100,000   -   1.53   July 25, 2023   -   -   -   -     Option July 30, 2019   100,000   100,000   0.9421   July 30, 2029   -   -   -   -     Option July 16, 2020   -   125,000   0.91   July 16, 2030   -   -   -   -     PSO July 16, 2020   -   250,000   1.10   July 16, 2030   -   -   -   -     RSU July 30, 2019   -   -   -       66,667   64,667   -   -     RSU July 16, 2020   -   -   -       235,000   227,950   -   -     PRSU July 30, 2019   -   -   -       -   -   75,000   86,250                                           Scott Melbye Option January 12, 2016   300,000   -   0.98   January 12, 2021   -   -   -   -     Option August 2, 2016   60,000   -   0.93   August 2, 2021   -   -   -   -     Option August 22, 2017   65,000   -   1.28   August 22, 2022   -   -   -   -     Option July 25, 2018   75,000   -   1.53   July 25, 2023   -   -   -   -     Option July 30, 2019   62,500   62,500   0.9421   July 30, 2029   -   -   -   -     Option July 16, 2020   -   125,000   0.91   July 16, 2030   -   -   -   -     PSO July 16, 2020   -   225,000   1.10   July 16, 2030   -   -   -   -     RSU July 30, 2019   -   -   -       30,000   29,100   -   -     RSU July 16, 2020   -   -   -       170,000   164,900   -   -     PRSU July 30, 2019   -   -   -       -   -   33,750   38,813     Notes: Note: (1) Option – refers to stock options granted under our 2020 Plan. PSO – refers to performance stock options granted under our 2020 Plan. RSU – refers to restricted stock units granted under our 2020 Plan. PRSU – refers to performance based restricted stock units granted under our 2020 Plan. (1) (2) Mr. Abraham RSUs granted July 30, 2019 vest in substantially equal installments on each of July 30, 2020, 2021 and 2022. RSUs granted July 16, 2020 vest one-half on July 16, 2021 and one-half in substantially equal installments on each of July 16, 2021, 2022 and 2023. (3) The value shown is based on the closing price of our common stock of $0.97 on July 31, 2020. (4) Represents unearned shares under PRSUs granted on July 30, 2019. The PRSUs accrue one-quarter on each of July 30, 2020, 2021 and 2022 depending on one-year relative TSR performance and one-quarter on July 30, 2022 depending on three-year relative TSR performance. 90,001 PRSUs and their underlying shares were earned in Fiscal 2020: that being Amir Adnani for 60,675; Pat Obara for 20,225; and Scott Melbye for 9,101 PRSUs. The vested PRSUs accrue annually and settle after 36 months. (5) The grant date fair value of each PRSU is $1.15 per share, which incorporates the potential to vest, depending on performance, from 0% to 200% of the number of PRSU units. The fair value of each PRSU was appointed as non-executive Chairman effective March 2, 2017calculated using a Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted: expected risk free interest rate: 1.99% to 2.20%; expected volatility: 56.74% to 61.75%; expected dividend yield: 0%; expected life in years: 3.0; and served as Executive Chairman from October 14, 2015 to March 2, 2017.  Information for Mr. Abraham in his role as Executive Chairman is disclosed above in the “Outstanding Equity Awards” table and is not reported in the “Director Compensation” table of this Annual Report.correlation: 57.10%.   101 Option Exercises and Stock Vested   The following table sets forth the value realized on stock options exercised and stock awards vested for the Named Executive Officers for Fiscal 2017:2020:     Option Awards     Stock Awards   Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise     Value Realized on Exercise ($)     Number of Shares Acquired on Vesting     Value Realized on Vesting ($)   Number of Shares Acquired on Exercise Value Realized on Exercise ($)   Number of Shares Acquired on Vesting Value Realized on Vesting (1) ($) Amir Adnani, President and Chief Executive Officer     139,634     $ 93,555       N/A       N/A    Nil   N/A    100,000 101,000 Spencer Abraham, Chairman of the Board(1)     Nil       N/A       N/A       N/A   Pat Obara, Secretary, Treasurer and Chief Financial Officer     180,000     $ 84,600       N/A       N/A    Nil   N/A                           33,333 33,666 Scott Melbye, Executive Vice President     Nil       N/A       N/A       N/A    Nil   N/A                           15,000 15,150   Note: Note: (1) Mr. Abraham was appointed This amount represents the number of RSUs vested multiplied by the closing price of our common stock as non-executive Chairman effective March 2, 2017 and served as Executive Chairman from October 14, 2015 to March 2, 2017.  Information for Mr. Abraham in his role as Executive Chairman is disclosed above inof the “Option Exercises and Stock Vested” tablevesting date, and is not reported in the “Director Compensation” tablecalculated before payment of this Annual Report.any applicable withholding taxes.   No Pension Benefits   The Company does not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.   104 No Nonqualified Deferred Compensation   The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.   Director Compensation   Directors receive cash and equity compensation for their services as such, as well as options.annual service. The numbervalue and form of stock optionsequity awards granted to each director is based on the experience of the director, time spent on Company matters and the compensation paid to other directors of other companies in the industry. In Fiscal 2017,2020 stock options were awarded to the directors. The stock optionsdirectors vest over 24 months. In Fiscal 2017, due RSUs granted to prevailing market conditions,Mr. Abraham, the Compensation Committee approved an overall decrease in compensation forChairman of the Company’s directors. Effective from May 1, 2016, director feesCompany, vest over 36 months. Restricted stock awards were reduced by 10% ongranted as a non-accrued basis,bonus to Messrs. Kong, Mani and Della Volpe and Ms. Ballesta, the independent directors of which a portion of feesthe Company. Stock awards were paid in stockissued in lieu of cash compensation in order to reduce cash outlays.   In Fiscal 2017, cash bonuses and stock awards were paid to the directors. The stock awards were issued to the directors in lieu of cash compensation to reduce cash outlays. 102   The following table sets forth information relating to compensation paid to our directors for Fiscal 2017:2020:   Name(1)   Fees Earned Or Paid In Cash     Cash Bonus     Stock Awards(2)     Options Awards(3)     Non-Equity Incentive Plan Compensation     Non-Qualified Deferred Compensation Earnings     All Other Compensation     Total   Fees Earned Or Paid In Cash   Stock Awards (2)     Option Awards (3)   Non-Equity Incentive Plan Compensation   Non-Qualified Deferred Compensation Earnings   All Other Compensation   Total   Spencer Abraham(4)   $ 12,000     $ -     $ 6,000     $ -     $ -     $ -     $ -     $ 18,000   $ 89,250   $ 122,500   (4) $ 91,219   $ -   $ -   $ -   $ 302,969   David Kong     11,329       7,500       33,849       22,190       -       -       -       74,868     11,050     37,234   (5)   34,207     -     -     -     82,491   Ganpat Mani     12,000       4,000       29,200       22,190       -       -       -       67,390     11,900     37,350   (5)   34,207     -     -     -     83,457   Ivan Obolensky     12,000       5,500       29,200       22,190       -       -       -       68,890   Gloria Ballesta   8,840     36,133   (5)   34,207     -     -     -     79,180   Vincent Della Volpe     14,500       7,500       32,500       22,190       -       -       -       76,690     11,900     37,350   (5)   34,207     -     -     -     83,457     Notes: Notes: (1) Information for Mr. Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Annual Report. (2) These amounts represent the fair value of the shares at the date of issuance.  The stock awards were issued in lieu of cash compensation to reduce cash outlays. (3) These amounts includerepresent the grant date fair value of the stock options granted towhich was estimated using the directors approved by our Compensation Committee and Board of Directors on August 22, 2017 and having an effective grant date on July 31, 2017.Black-Scholes option pricing model. The following assumptions were used to value the stock options:options granted July 16, 2020: exercise price: $1.28;$0.91; expected risk free interest rate: 1.489%0.280%; expected annual volatility: 73.678%60.004%; expected life in years: 3.10;5.0; expected annual dividend yield: Nil;$Nil; and Black ScholesBlack-Scholes value: $0.634.$0.456. (4) These amounts include: (i) stock issued in lieu of cash compensation in order to reduce cash outlays; and (ii) RSUs granted to Mr. Abraham was appointed as non-executive Chairman effective March 2, 2017on July 16, 2020. The RSUs granted July 16, 2020 vest one-half on July 16, 2021 and served as Executive Chairman from October 14, 2015one-half in substantially equal installments on each of July 16, 2021, 2022 and 2023. (5) These amounts include (i) stock issued in lieu of cash compensation in order to March 2, 2017.  Information for Mr. Abraham in his position as Executive Chairman including stock optionsreduce cash outlays; and (ii) stock awards are disclosed above in the “Summary Compensation Table” and are not reported in the “Director Compensation” table of this Annual Report.granted as a bonus on July 16, 2020.   As ofat July 31, 2017,2020 our directors held stock options to acquire an aggregate of 4,720,0004,990,000 shares of our common stock as follows: Spencer Abraham: 1,225,0001,520,000 stock options; Amir Adnani: 2,215,0002,415,000 stock options; Ivan Obolensky: 385,000 stock options;options including PSOs; Vincent Della Volpe: 425,000265,000 stock options; David Kong: 285,000275,000 stock options; Ganpat Mani: 250,000 stock options; and Ganpat Mani: 185,000Gloria Ballesta: 265,000 stock options.   The Company appointed Spencer Abraham has served as non-executive Chairman (non-executive) of our Board of Directors effectivesince March 2, 2017. Mr. Abraham served as Executive Chairman from October 14, 2015 to March 2, 2017, and as Chairman of our Advisory Board from December 2012 to October 2015. Mr. Abraham is retained according to an appointment letter with our Company and is to be compensated at a rate of $10,833.33$10,833 per month, paid in monthly installments, and $20,000 per year, paid in quarterly installments, for his services as a director of the Company. Effective from May 1, 2016, and again effective on April 1, 2020, the fees payable to Mr. Abraham were reduced on a non-accrued basis as more particularly described under “Director Services Agreement” herein. Effective on October 1, 2020, the fees payable were reinstated to the levels in effect prior to April 1, 2020.   Amir Adnani serves as the Company’s Chief Executive Officer, President and a director. Within his capacity as President and Chief Executive Officer, and through an executive services agreement with a private company, Amir Adnani Corp., controlled by Mr. Adnani, he provides various consulting services to the Company, all as disclosed in the “Summary Compensation Table” above.Company. Mr. Adnani does not receive additional compensation in connection with his service as a director of the Company. Mr. Adnani’s direct and indirect compensation as an executive officer of the Company is disclosed above in the “Summary Compensation Table”.   105 In Fiscal 2020 David Kong, Ivan Obolensky, Vincent Della Volpe, and Ganpat Mani areand Gloria Ballesta served as independent directors of the Company. Mr. Kong serves as the Company’s lead independent director and as Chairman of the Company’s Audit Committee. Mr. Della Volpe serves as Chairman of each of the Company’s Compensation Committee and as Chairman of the Company’s Corporate Governance and Nominating Committee. The Company’s independent directors are retained on a yearly basis for their services and are paid quarterly based on annual retainer fees, which are as follows: David Kong (CA$25,000 per year); Vincent Della Volpe ($20,000 per year); Ganpat Mani ($20,000 per year); and Gloria Ballesta (CA$20,000 per year).   · David Kong (CAD$25,000 per year); · Ivan Obolensky ($20,000 per year); · Vincent Della Volpe ($20,000 per year); and · Ganpat Mani ($20,000 per year). Effective from May 1, 2016 retainer fees paid to our independent directors were reduced on a non-accrued basis as follows: David Kong (CA$22,500 per year); Vincent Della Volpe ($18,000 per year); Ganpat Mani ($18,000 per year); and Gloria Ballesta (CA$18,000 per year), of which a portion of fees were paid in shares of common stock of our Company. 103 Effective from April 1, 2020, due to the COVID-19 pandemic, retainer fees paid to our independent directors were reduced on a non-accrued basis as follows: David Kong (CA$14,625 per year); Vincent Della Volpe ($11,700 per year); Ganpat Mani ($11,700 per year); and Gloria Ballesta (CA$11,700 per year). Effective on October 1, 2020, the retainer fees payable were reinstated to the levels in effect prior to April 1, 2020.   The amounts listed above are all-inclusive retainer fees and there are no additional committee and/or chairmanship fees or meeting attendance fees above and beyond such annual retainer fees for Fiscal 2017.fees.   In addition to such retainers, directors may, from time to time, directors may receive bonus payments or options,equity compensation, which areis granted on a discretionary basis. The amount of any bonus payments or the numbervalue and form of options grantedequity compensation is based on the experience of the director, time spent on Company matters and a comparison of the compensation paid to other directors of other companies in the industry.   Standard retainer amounts paid to directors, as well as any bonus payments or options,and equity compensation, are determined by the Company’s Compensation Committee and ratified by the Board of Directors.   Directors’Pay Ratio As required by the Dodd-Frank Wall Street Reform and Officers’ InsuranceConsumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Amir Adnani, our President and Chief Executive Officer (“CEO”; and the “CEO Pay Ratio”). For Fiscal 2020, our last completed fiscal year: ● the median of the annual total compensation of all employees of our Company (other than our CEO) was $66,835; and ● the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this Annual Report, was $1,488,665. Based on this information, for Fiscal 2020 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 22 to 1. We believe our CEO Pay Ratio for Fiscal 2020 demonstrates our pay-for-performance philosophy. Our compensation program consists of both fixed and variable components and is designed to motivate all employees to produce superior short and long-term corporate performance. The ratio of our CEO’s base compensation to the base compensation of our median employee was approximately 22 to 1 because the fixed portion of our CEO’s compensation was positioned near the 50th percentile of his position per the review conducted by GGA. Given our CEO’s level of responsibility, experience and potential, the Compensation Committee awards him a mix of compensation with a higher variable component (i.e., annual company bonus, stock options, PSOs, RSUs and PRSUs) that is based upon individual performance. As a result, a substantial percentage of our CEO’s total compensation is at risk every year, providing our CEO with greater incentive to increase shareholder value and improve corporate performance over the long term. To identify the median of the annual total compensation of all our employees, we took the following steps: ● we selected July 31, 2020 as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations; ● we determined that, as of July 31, 2020, our employee population consisted of approximately 46 individuals working for us and our consolidated subsidiaries, with approximately 52% of these individuals located in the United States, 20% in Canada and 28% in Paraguay. This population consisted of our full-time, part-time and temporary employees. We do not have seasonal employees; ● to identify the median employee from our employee population, we examined the annual base compensation and annual bonus target for Fiscal 2020 for all full-time, part-time and temporary employees employed by us and our consolidated subsidiaries at the start of business on July 31, 2020. We believe that these pay elements are appropriate because it was impractical to gather actual data from multiple payroll systems utilized to pay our worldwide workforce, and the actual achievement of the variable portion of compensation can vary widely from year to year; ● we annualized compensation for any permanent employees that were only employed for part of Fiscal 2020; ● no adjustments were made for cost-of-living differences; ● an average exchange rate for U.S. dollar for Fiscal 2020 was applied to compensation reported in a foreign currency; and ● all employees except for our CEO were ranked from lowest to highest with the median determined from this list. 104 Once we identified our median employee, we combined all of the elements of such employee’s compensation for Fiscal 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $66,835. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “Summary Compensation Table” included in this Annual Report.   The Company has purchased directors’ and officers’ liability insurance (“D&O Liability Insurance”) for the benefit of its directors and officers,CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the directorsmethodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and officers of its subsidiaries, against liability incurredto make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by themother companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in the performance ofcalculating their duties as directors and officers of the Company, or its subsidiaries, as the case may be. The amount of premium paid with respect to D&O Liability Insurance for Fiscal 2017 was CAD$305,000. The entire premium is paid by the Company. The Company’s D&O Liability Insurance is comprised of the following policies:own pay ratios. D&O Liability Insurance   Annual Limit     Deductible   Primary and Excess Policy   CAD$ 10,000,000     $ 1.5 million   Side A – DIC Policy(1)   CAD$ 2,500,000     $ 0   Note: (1) Provides broad Difference in Condition coverage to individual directors and officers for non-indemnifiable loss.   Executive Services Agreements   Adnani Executive Services Agreement   On July 23, 2009, our Board of Directors approved the entering into of an executive services agreement with Amir Adnani Corp. (“Adnani Corp.”), Mr. Adnani’s services corporation, as amended by certain letter agreements, dated for reference effective as at July 1, 2010 and February 1, 2012, respectively, with a term expiring on July 23, 2012 (the “2009 Adnani Agreement”). The 2009 Adnani Agreement was subject to automatic renewal and remained in effect until June 30, 2013. On July 24, 2013, our Board of Directors approved the entering into of a further amended and restated executive services agreement with Adnani Corp. with an initial term commencing retroactively on July 1, 2013 and expiring on July 1, 2016, as amended by a letter agreement dated August 1, 2015 (collectively the “Adnani Agreement”).   The Adnani Agreement is subject to automatic renewal on a three-month to three-month term renewal basis unless either the Company or Adnani Corp. provides written notice not to renew the Adnani Agreement no later than 90 days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Adnani Agreement: (a)(i) through Adnani Corp., Mr. Adnani provides various consulting services to the Company which are in addition to his duties and responsibilities as our President and Chief Executive Officer; and (b)(ii) we shall pay to Adnani Corp. a monthly fee of $34,000. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Adnani Corp. was reduced by 10% on a non-accrued basis, from its original and stated amount to $30,600, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Compensation Committee to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Adnani Corp. was reduced on a non-accrued basis from its original and stated amount to $16,830. Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020. 106   If the Company elects to not renew the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a severancetermination package to Adnani Corp. as follows: (a)(i) a cash payment equating to an aggregate of four months of the then monthly fee for each full year, and any portion thereof, of the initial term effective from July 23, 2009 and any renewal period during which the Adnani Agreement was in force and effect and during which Adnani Corp. rendered services thereunder, together with a cash payment equating to Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (b)(ii) any expense payment reimbursements which would then be due and owing by the Company to Adnani Corp. to the effective termination date, payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Expense Reimbursements”); (c) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Adnani to the effective termination date and payable within 14 calendar days of the effective termination date (the “Adnani Outstanding Vacation Pay”); (d)(iii) subject to applicable provisions of the Adnani Agreement and the Company’s Stock Incentive Plan, all of Adnani Corp.’s and Mr. Adnani’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of two years from the effective termination date (the “Adnani Options Extension”); and (e)(iv) confirmation that all of Adnani Corp.’s and Mr. Adnani’s then benefits coverage would be extended to Mr. Adnani for a period ending two years from the effective termination date (the “Adnani Benefits Extension”).   105 If the Company elects to terminate the Adnani Agreement without just cause (as defined therein), or if Adnani Corp. terminates the Adnani Agreement for just cause, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a severancetermination package to Adnani Corp. as follows: (a)(i) a cash payment equating to an aggregate of 24 months of the then monthly fee, together with a cash payment equating to two times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. within 14 calendar days of the effective termination date; (b)(ii) all Adnani Outstanding Expense Reimbursements; (c) all Adnani Outstanding Vacation Pay; (d)(iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (e)(iv) the Adnani Benefits Extension.   If Adnani Corp. elects to terminate the Adnani Agreement for good reason as(as defined in the Adnani Agreement,therein) and including, without limitation, a material diminution of Mr. Adnani’s duties, a failure of the Company to deliver a written agreement to be entered into with any successor, assignee or transferee of the Company to assume and agree to perform the Adnani Agreement, a failure of the Company to pay remuneration or any other breach by the Company of a material provision of the Adnani Agreement, and provided that Adnani Corp. is in compliance with the relevant terms and conditions of the Adnani Agreement, the Company shall be obligated to provide a severancetermination package to Adnani Corp. as follows: (a)(i) a cash payment equating to an aggregate of 18 months of the then monthly fee, together with a cash payment equating to one and one-half times the sum of Adnani Corp.’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. over a period of 12 months from the effective termination date; (b)(ii) all Adnani Outstanding Expense Reimbursements; (c) all Adnani Outstanding Vacation Pay; (d)(iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension; and (e)(iv) the Adnani Benefits Extension.   If Adnani Corp. elects to terminate the Adnani Agreement, except for just cause, or if the Company terminates the Adnani Agreement for just cause, Adnani Corp. is not entitled to a severance package.termination package of any kind.   The Adnani Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr. Adnani, in which case the Company shall be obligated to provide a severancetermination package to Adnani Corp. or Mr. Adnani’s estate as follows, provided that Adnani Corp. is or was in compliance with the relevant terms and conditions of the Adnani Agreement: (a)(i) a cash payment equating to an aggregate of 12 months of the then monthly fee, together with a cash payment equating to Adnani Corp’s average annual bonus during the most recent two years, payable by the Company to Adnani Corp. or Mr. Adnani’s estate within 14 calendar days of the effective termination date; (b)(ii) all Adnani Outstanding Expense Reimbursements; (c) all Adnani Outstanding Vacation Pay; and (d)(iii) subject to applicable provisions of the Adnani Agreement, the Adnani Options Extension. 107 Abraham Appointment Letter On October 14, 2015, our Board of Directors approved the entering into of an appointment letter with Spencer Abraham dated for reference effective as at October 1, 2015 (the “Abraham Agreement”). Pursuant to the Abraham Agreement: (a) Mr. Abraham was appointed as Chairman of our Board of Directors and shall provide duties to us commensurate with his position; (b) we shall pay to Mr. Abraham a monthly fee of $10,833.33; and (c) we shall pay to Mr. Abraham an annual fee of $20,000 in connection with his tenure as a director of our Company. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016: (a) the monthly fee payable to Mr. Abraham was reduced by 10% on a non-accrued basis, from its original and stated amount to $9,750, of which a portion was paid in stock in lieu of cash; and (b) the annual fee payable to Mr. Abraham was reduced by 10% on a non-accrued basis, from its original amount to $18,000, of which a portion was paid in stock in lieu of cash at the discretion of the Company management to alter from time to time.   Melbye Executive Employment Agreement   On December 15, 2014, our Board of Directors approved the entering into of an executive services agreement with Scott Melbye, as amended by a letter agreement, dated for reference effective as at May 1, 2016, with an initial term commencing retroactively on September 1, 2014 and expiring on February 28, 2017 (collectively, the “Melbye Agreement”).   The Melbye Agreement is subject to automatic renewal on a one-month to one-month term renewal basis unless either the Company or Mr. Melbye provides written notice not to renew the Melbye Agreement no later than 30 calendar days prior to the end of the then current or renewal term.   106 Pursuant to the terms and provisions of the Melbye Agreement: (a)(i) Mr. Melbye shall provide duties to us commensurate with his position as our Executive Vice President; and (b)(ii) we shall pay to Mr. Melbye a monthly fee of $20,833.33.$20,833. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Mr. Melbye was reduced by 10% on a non-accrued basis, from its original and stated amount to $18,750. Effective from June 1, 2016, a portion of monthly fees were paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Melbye was reduced on a non-accrued basis from its original and stated amount to $12,187.50. Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020.   If the Company elects to not renew the Melbye Agreement, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement,same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (a)(i) a cash payment equating to any outstanding fees and bonuses which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Fees and Bonuses”); (b)(ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Expense Reimbursements”); (c)(iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date (the “Melbye Outstanding Vacation Pay”); (d)(iv) subject to applicable provisions of the Melbye Agreement and the Company’s Stock Incentive Plan, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall immediately vest, if not otherwise vested, and shall continue to be exercisable for a period of 90 calendar days from the effective termination date (the “Melbye Options Extension”); and (e)(v) confirmation that all of Mr. Melbye’s then benefits coverage would be extended to Mr. Melbye for a period ending 90 calendar days from the effective termination date (the “Melbye Benefits Extension”).   If the Company elects to terminate the Melbye Agreement without just cause (as defined therein), or if Mr. Melbye terminates the Melbye Agreement for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement,same, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (a)(i) all Melbye Outstanding Fees and Bonuses, together with a cash payment equating to any additional fees which Mr. Melbye would have been entitled to receive until the end of the applicable initial term or renewal period; (b)(ii) all Melbye Outstanding Expense Reimbursements; (c)(iii) all Melbye Outstanding Vacation Pay; (d)(iv) the Melbye Options Extension; and (e)(v) the Melbye Benefits Extension. 108   If Mr. Melbye elects to terminate the Melbye Agreement, except for just cause, and provided that Mr. Melbye is in compliance with the relevant terms and conditions of the Melbye Agreement, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (a)(i) all Melbye Outstanding Fees and Bonuses; (b)(ii) all Melbye Outstanding Expense Reimbursements; (c)(iii) all Melbye Outstanding Vacation Pay; and (d)(iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of 90 calendar days from the effective termination date.   If the Company elects to terminate the Melbye Agreement for just cause, the Company shall be obligated to provide a severance package to Mr. Melbye as follows: (a)(i) a cash payment equating to any outstanding fees which would then be due and owing by the Company to Mr. Melbye to the effective termination date, payable within 14 calendar days of the effective termination date; (b)(ii) all Melbye Outstanding Expense Reimbursements; and (c)(iii) all Melbye Outstanding Vacation Pay.   The Melbye Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr. Melbye, in which case the Company shall be obligated to provide a severance package to Mr. Melbye or Mr. Melbye’s estate as follows, provided that Mr. Melbye is or was in compliance with the relevant terms and conditions of the Melbye Agreement: (a)(i) all Melbye Outstanding Fees and Bonuses; (b)(ii) all Melbye Outstanding Expense Reimbursements; (c)(iii) all Melbye Outstanding Vacation Pay; and (d)(iv) subject to applicable provisions of the Melbye Agreement, all of Mr. Melbye’s then issued and outstanding stock-based equity awards in and to the Company that have vested as at the effective termination date shall continue to be exercisable for a period of one year from the effective termination date.   107 ObaraConsulting Services Agreement   On August 15, 2007, our Board of Directors approved the entering into of a consulting services agreement with Obara Builders Ltd. (“Obara Ltd.”), Mr. Obara’s services corporation, as amended by a letter agreement, dated for reference effective as at October 14, 2015 (collectively, the “Obara Agreement”). The Obara Agreement is subject to automatic renewal on a three-month to three-month basis unless the Company provides written notice not to renew the Obara Agreement no later than 90 days prior to the end of the then current or renewal term.   Pursuant to the terms and provisions of the Obara Agreement: (a) through Obara Ltd.,(i) Pat Obara provides various consulting services to the Company which are in addition to his duties and responsibilities as our Secretary, Treasurer and Chief Financial Officer of the Company; and (b)(ii) we shall pay to Mr. Obara Ltd. a monthly fee of CAN$CA$13,750. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016, the monthly fee payable to Mr. Obara Ltd. was reduced by 10% on a non-accrued basis, from its original and stated amount to CAN$CA$12,375, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Compensation Committee to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic, the monthly fee payable to Mr. Obara was reduced on a non-accrued basis from its original and stated amount to CA$8,043.75. Effective on October 1, 2020, the monthly fee payable was reinstated to the level in effect prior to April 1, 2020.   If the Company elects to not renew the Obara Agreement or any party elects to terminate the Obara Agreement, Obara Ltd.’sMr. Obara’s obligation to provide the services to the Company will continue only until the effective termination date and the Company shall be obligated to provide to Obara Ltd.: (a)Mr. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara Ltd. to the effective termination date; (b)(ii) any expense payment reimbursements which would then be due and owing by the Company to Mr. Obara Ltd. to the effective termination date (the “Obara Outstanding Expense Reimbursements”); (c)(iii) any pro rata and unused vacation pay which would then be due and owing by the Company to Mr. Obara to the effective termination date (the “Obara Outstanding Vacation Pay”); (d)(iv) subject to applicable provisions of the Obara Agreement and the Company’s Stock Incentive Plan, the vested portion of all Obara Ltd.’s and Mr. Obara’s then issued and outstanding stock-based equity awards in and to the Company as at the effective termination date shall continue to be exercisable for a period of 90 calendar days following the effective termination date (the “Obara Options”); and (e)(v) confirmation that all of Mr. Obara’s then benefits coverage would be covered until the effective termination date (the “Obara Benefits”).   The Obara Agreement will be deemed terminated on the 30th calendar day following the death or disability of Mr. Obara, in which case the Company shall be obligated to provide to Obara Ltd.: (a)Mr. Obara: (i) any fees which would then be due and owing by the Company to Mr. Obara Ltd. to the effective termination date; (b)(ii) Obara Outstanding Expense Reimbursements; (c)(iii) the Obara Outstanding Vacation Pay; (d)(iv) the Obara Options; and (e)(v) the Obara Benefits. 109   Obara Ltd. was dissolved in Fiscal 2016 and, as a result the Obara Agreement was terminated. However, the Company’s and Mr. Obara’s ongoing obligations remain as contemplated and set forth in the Obara Agreement. 108 Director Services Agreement Abraham Appointment Letter On October 14, 2015, our Board of Directors approved the entering into of an appointment letter with Spencer Abraham dated for reference effective as at October 1, 2015 (the “Abraham Agreement”). Pursuant to the Abraham Agreement: (i) Mr. Abraham was appointed as Chairman of our Board of Directors and shall provide duties to us commensurate with his position; (ii) we shall pay to Mr. Abraham a monthly fee of $10,833; and (iii) we shall pay to Mr. Abraham an annual fee of $20,000 in connection with his tenure as a director of our Company. In consultation with the Compensation Committee and Board of Directors, effective from May 1, 2016: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $9,750, of which a portion was paid in shares of common stock in lieu of cash; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $18,000, of which a portion was paid in shares of common stock in lieu of cash at the discretion of the Company management to alter from time to time. Effective from April 1, 2020, due to the COVID-19 pandemic: (i) the monthly fee payable to Mr. Abraham was reduced on a non-accrued basis from its original and stated amount to $6,337.50; and (ii) the annual fee payable to Mr. Abraham was reduced on a non-accrued basis, from its original and stated amount to $11,700. Effective on October 1, 2020, the fees payable were reinstated to the levels in effect prior to April 1, 2020.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The following table sets forth information regarding the beneficial ownership of our common stock as of October 10, 201727, 2020, by: · ● each person who is known by us to beneficially own more than 5% of our shares of common stock; and · ● each executive officer, each director and all of our directors and executive officers as a group.   The number of shares beneficially owned and the related percentages are based on 155,857,502197,376,792 shares of common stock outstanding as of October 10, 2017.27, 2020. 109   For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following October 10, 2017,27, 2020, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.   Name and Address of Beneficial Owner (1)   Amount and Nature of Beneficial Ownership (1)     Percentage of Beneficial Ownership                 Directors and Officers:                                   Amir Adnani 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3     4,429,779 (2)     2.8 %                   Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401     1,239,560 (3)     *                     Ivan Obolensky 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401     382,585 (4)     *                     Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401     402,932 (5)     *                     David Kong 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3     282,843 (6)     *                     Ganpat Mani 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401     194,700 (7)     *                     Pat Obara 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3     835,522 (8)     *                     Scott Melbye 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401     834,389 (9)     *                     All directors and executive officers as a group (8 persons)     8,602,310 (10)     5.3 % Name and Address of Beneficial Owner (1) 110 Amount and Nature of Beneficial Ownership (1) Percentage of Beneficial Ownership Directors and Executive Officers: Amir Adnani 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 3,955,571 (2) 2.0% Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 479,587 (3) * Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 398,677 (4) * David Kong 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 328,333 (5) * Ganpat Mani 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 310,633 (6) *  Gloria Ballesta 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 241,538 (7) *  Pat Obara 1030 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 2Y3 791,586 (8) * Scott Melbye 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401 901,238 (9) * All directors and executive officers as a group (8 persons) 7,407,163 (10) 3.7% Major Shareholder:   BlackRock, Inc. 55 East 52nd Street New York, NY, U.S.A., 10055 12,281,857 (11) 6.2%   Name and Address of Beneficial Owner (1)   Amount and Nature of Beneficial Ownership (1)     Percentage of Beneficial Ownership                     Major Shareholders:                                   Pacific Road Capital Management G.P. Limited  190 Elgin Avenue George Town, Grand Cayman KY1-9007 Cayman Islands     20,498,803 (11)     12.5 %                   Global X Management Co. LLC 600 Lexington Avenue, 20th Floor New York, NY, U.S.A., 10022     12,271,622 (12)     7.9 % Notes: Notes: * Less than one percent. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report.hereof. As of October 10, 2017,27, 2020, there were 155,857,502197,376,792 shares of common stock of the Company issued and outstanding. (2) This figure represents (i) 2,431,1542,733,146 shares of common stock, (ii) 3,000 shares of common stock held of record by Mr. Adnani’s wife, and (iii) stock options to purchase 1,995,6251,158,750 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof.hereof, and (iv) performance based restricted stock units to receive 60,675 shares of our common stock on settlement, which have vested. 110 (3) This figure represents (i) 73,935184,587 shares of common stock and (ii) stock options to purchase 1,165,625295,000 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (4) This figure represents (i) 40,710224,302 shares of common stock and (ii) stock options to purchase 341,875174,375 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (5) This figure represents (i) 24,807 shares of common stock and (ii) stock options to purchase 378,125 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (6) This figure represents (i) 40,218136,958 shares of common stock, (ii) 7,000 shares of common stock held of record by Mr. Kong’s wife and (iii) stock options to purchase 235,625184,375 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (7) (6) This figure represents (i) 52,825151,258 shares of common stock and (ii) stock options to purchase 141,875159,375 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (8) (7) This figure represents (i) 234,52277,163 shares of common stock and (ii) stock options to purchase 601,000164,375 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof. (9) (8) This figure represents (i) 181,264387,736 shares of common stock, and (ii) stock options to purchase 653,125383,625 shares of our common stock, which have vested or will begin to vest within 60 days of the date hereof.hereof and (iii) performance based restricted stock units to receive 20,225 shares of our common stock on settlement, which have vested. (10) (9) This figure represents (i) 3,089,435314,012 shares of common stock, and (ii) stock options to purchase 5,512,875578,125 shares of our common stock.stock, which have vested or will vest within 60 days of the date hereof and (iii) performance based restricted stock units to receive 9,101 shares of our common stock on settlement, which have vested. (11) (10) This information is based on a Schedule 13G filed with the SEC by Pacific Road Capital Management G.P. Limited (“Pacific Road GP”) on August 18, 2017 (the “Schedule 13G”).   This figure represents:represents (i) 3,416,7324,219,162 shares of common stock, held by Pacific Road Resources Reno Creek Cayco 1 Ltd. (“Cayco 1”); (ii) 3,416,732stock options to purchase 3,098,000 shares of our common stock, held by Pacific Road Resources Reno Creek Cayco 2 Ltd. (“Cayco 2”);which have vested or will vest within 60 days of the date hereof and (iii) 2,847,277performance based restricted stock units to receive 90,001 shares of our common stock held by Pacific Road Resources Reno Creek Cayco 3 Ltd. (“Cayco 3”); (iv) 2,002,661 shares of common stock held by Pacific Road Resources Reno Creek Cayco 4 Ltd. (“Cayco 4”); (v) 2,578,005 shares of common stock issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days; (vi) 2,578,005 shares of common stock issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days; (vii) 2,148,337 shares of common stock issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days; and (viii) 1,511,054 shares of common stock issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.  As set out in the Schedule 13G, Pacific Road GP disclaims beneficial ownership of such shares of common stock. As further set out in the Schedule 13G, Pacific Road GP, together with Cayco 1, Cayco 2, Cayco 3, Cayco 4 and the other signatories to the share purchase agreement with the Company dated May 9, 2017, as amended August 7, 2017, may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Exchange Act by virtue of having acted together in negotiating the sale of the Reno Creek Project and Reno Creek Holdings Inc. to the Company. This figure excludes (i) 2,895,336 shares of common stock held by Reno Creek Unit Trust of L2 88 George St., Sydney, NSW, Australia (“RCUT”); and (ii) 2,184,599 shares of common stock issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days.on settlement, which have vested. (12) (11) This information is based on a Form 13F filed with the SEC by Global X Management Co. LLCBlackRock Inc. on August 1, 2017.  14, 2020.   Changes in Control   We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent date, result in a change in our control. 111   Item 13. Certain Relationships and Related Transactions, and Director Independence   Related Party Transactions   Except as described in this Annual Report, the Company was not involved in any transactions during Fiscal 2017,2020, and is not involved in any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 in which a related personsperson had or will have a direct or indirect material interest.   During Fiscal 2017, the Company2020, we incurred $174,299$98,150 (Fiscal 2019: $149,692 and Fiscal 2018: $148,081) in general and administrative costs paidexpenses due to Blender Media Inc. (“Blender”), a company controlled by Arash Adnani, the brothera direct family member of our President and Chief Executive Officer, for various services including information technology, corporate branding, media, website design, maintenance and hosting, provided to theour Company.  During Fiscal 2017, the Company2018, we issued 148,368 restricted common104,706 shares with a fair value of $170,060$141,678 as settlement of the equivalent amounts owed to Blender. At July 31, 2020, amounts owed to Blender totaled $31,334 (July 31, 2019: $68,680).  These amounts are unsecured, non-interest bearing and due on demand.   Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to the Board of Directors, or approving any contracts or other transactions with any of our current or former executive officers.  The charterCharter of the Audit Committee sets forth the Company’s written policy for the review of related party transactions.   Director Independence   The Board of Directors has determined that Ivan Obolensky, Vincent Della Volpe, David Kong, and Ganpat Mani and Gloria Ballesta each qualify as independent directors under the listing standards of the NYSE American. 111   Item 14. Principal Accounting Fees and Services   Ernst & Young LLP serveserved as our independent registered public accounting firm for Fiscal 2019 and from August 2019 to April 2020 and audited our financial statements for the fiscal yearsyear ended July 31,2019. PricewaterhouseCoopers LLP serves as our independent registered public accounting firm from May 2020 and audited our financial statements for the fiscal year ended July 31, 2017 and 2016.2020.  Aggregate fees for professional services rendered to us by our auditors for our last two years are set forth below:     Year Ended July 31, 2017     Year Ended July 31, 2016     Year Ended July 31, 2020     Year Ended July 31, 2019   Audit Fees   $ 248,014     $ 243,204     $ 297,707     $ 357,995   Audit Related Fees     -       -       -       -   Tax Fees     39,250       29,350       52,680       72,277   Total   $ 287,264     $ 272,554     $ 350,387     $ 430,272     Audit Fees.  Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements, quarterly reviews of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.   Audit-Related Fees.  Audit-related fees consist of aggregate fees for assurance and related services related to the audit or review of our financial statements that are not reported under “Audit Fees” above.   Tax Fees.  Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.   112 Pre-Approval of Services by the Independent Auditor   The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor, Ernst & Young LLP.auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by Ernst & Young LLP.the Company’s independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by Ernst & Young LLPthe Company’s independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by Ernst & Young LLP.the Company’s independent auditor. The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, PricewaterhouseCoopers LLP, and its former independent auditor, Ernst & Young LLP for the year ended July 31, 2017.Fiscal 2020.   113 112   Part iv   Item 15. Exhibits, Financial Statement Schedules   The following exhibits are filed with this Annual Report on Form 10-K:   Exhibit Number Description of Exhibit     2.1 Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated May 5, 2011, including the Concentric Disclosure Schedule pursuant thereto(15) 2.2 2.2 Amendment to Merger Agreement & Plan of Merger between Uranium Energy Corp. and Concentric Energy Corp. dated July 5, 2011. (17) 2.3 2.3 Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.à.r.l and Uranium Energy Corp., dated May 9, 2017(43) 2.4 2.4 Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017(44) 2.5 Purchase Agreement between Uranerz Energy Corporation and Uranium Energy Corp., dated November 1, 2017 (47) 3.1 Articles of Incorporation, as amended(1) 3.1.1 3.1.1 Certificate of Amendment to Articles of Incorporation(2) 3.2 3.2 Bylaws, as amended(30) 4.1 4.1 Form of Indenture(27) 4.2 4.2 Form of Indenture(40) 10.1 10.1 Letter Agreement between La Merced del Pueblo de Cebolleta and Neutron Energy, Inc.(3) 10.2 10.2 Limited Liability Company Members’ Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp.(3) 10.3 10.3 Limited Liability Company Operating Agreement of Cibola Resources LLC between Neutron Energy, Inc. and Uranium Energy Corp.(3) 10.4 10.4 Consulting Services Agreement between Uranium Energy Corp. and Obara Builders Ltd.(4) 10.5 10.5 Agreement to Purchase Assets between the Uranium Energy Corp. and Melvin O. Stairs, Jr.(5) 10.6 10.6 Option and Joint Venture Letter Agreement between Uran Limited and the Company dated January 14, 2009(6) 10.7 10.7 Variation Agreement between Uran Limited and the Company dated May 28, 2009(7) 10.8 10.8 Mineral Property Option and Joint Venture Agreement between the Company and Strategic Resources Inc.(8) 10.9 10.9 Further Amended and Restated Executive Services Agreement with Amir Adnani Corp. dated July 23, 2009(9) 10.10 10.10 Further Amended and Restated Executive Services Agreement with Harry L. Anthony dated July 23, 2009(9) 10.11 10.11 2009 Stock Incentive Plan(10) 10.12 10.12 Uranium Mining Lease dated October 6, 2004(11) 10.13 10.13 Uranium Mining Lease dated August 24, 2005(11) 113 10.14 10.14 Uranium Mining Lease dated August 24, 2005(11) 10.15 10.15 Uranium Mining Lease dated October 6, 2004(11) 10.16 114 10.16 Uranium Mining Lease dated December 19, 2005(11) 10.17 10.17 Uranium Mining Lease dated April 9, 2007(11) 10.18 10.18 Plant Site Surface Lease dated May 30, 2007(30) 10.19 10.19 Uranium Mining Lease dated September 1, 2005(30) 10.20 10.20 Uranium Mining Lease dated January 14, 2005(30) 10.21 10.21 Uranium Mining Lease dated March 24, 2005(30) 10.22 10.22 Uranium Mining Lease dated February 15, 2006(30) 10.23 10.23 Uranium Mining Lease dated May 24, 2008(30) 10.24 10.24 Uranium Mining Lease dated February 20, 2012(30) 10.25 10.25 Uranium Mining Lease dated May 15, 2009(30) 10.26 10.26 Uranium Mining Lease dated February 21, 2012(30) 10.27 10.27 State Mining Lease dated July 6, 2011(30) 10.28 10.28 Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated February 22, 2010(12) 10.29 10.29 2009 Stock Incentive Plan, as amended on May 25, 2010(13) 10.30 10.30 Executive Employment Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated January 5, 2011(14) 10.31 10.31 Share Exchange Agreement among Transandes Resources, Inc., Piedra Rica Mining S.A., UEC Paraguay Corp., and Uranium Energy Corp. dated May 11, 2011, including schedules attached thereto(16) 10.32 10.32 Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated October 25, 2011(18) 10.33 10.33 Property Acquisition Agreement between Cooper Minerals, Inc. and Uranium Energy Corp. dated November 7, 2011(19) 10.34 10.34 Amendment No. 1 to Property Acquisition Agreement between Minas Rio Bravo S.A., Compania Minera Rio Verde S.A., Minas La Roca S.A. and Piedra Rica Mining S.A. dated February 28, 2012(20) 10.35 10.35 Credit Agreement dated as of July 30, 2013(21) 10.36 10.36 Form of Indemnification Agreement(22) 10.37 10.37 Engagement Letter, dated as of October 17, 2013, between Uranium Energy Corp. and H.C. Wainwright & Co., LLC.(23) 10.38 10.38 Form of Securities Purchase Agreement, dated as of October 17, 2013(23) 10.39 10.39 Form of Warrant Certificate related to Securities Purchase Agreement dated as of October 17, 2013(23) 10.40 10.40 Form of Warrant Certificate with respect to 2,600,000 warrants issued by Uranium Energy Corp. pursuant to Credit Agreement dated July 30, 2013(24) 10.41 10.41 2013 Stock Incentive Plan(25) 10.42 10.42 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated July 24, 2013(26) 10.43 10.43 Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Harry L. Anthony, dated July 24, 2013(26) 114 10.44 10.44 Restated and Amended Executive Consulting Services Agreement between Uranium Energy Corp. and Mark Katsumata, dated July 24, 2013(26) 10.45 10.45 Controlled Equity OfferingSM Sales Agreement, dated December 31, 2013, between Uranium Energy Corp. and Cantor Fitzgerald & Co.(28) 10.46 115 10.46 Amended and Restated Credit Agreement dated March 13, 2014(29) 10.47 10.47 2014 Stock Incentive Plan(31) 10.48 10.48 Executive Services Agreement between Uranium Energy Corp. and Scott Melbye, executed December 15, 2014(32) 10.49 10.49 2015 Stock Incentive Plan(33) 10.50 10.50 Engagement Letter, dated as of June 22, 2015, by and between Uranium Energy Corp. and H.C. Wainwright & Co., LLC and amendment thereto dated June 23, 2015(34) 10.51 10.51 Engagement Letter, dated as of June 24, 2015, among Uranium Energy Corp., Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation(34) 10.52 10.52 Form of Warrant(34) 10.53 10.53 Form of Securities Purchase Agreement, dated June 22, 2015, by and between Uranium Energy Corp. and investors in the offering(34) 10.54 10.54 Amendment Letter Agreement to the Further Restated and Amended Executive Services Agreement between Uranium Energy Corp. and Amir Adnani Corp., dated August 13, 2015(35) 10.55 10.55 Appointment Letter dated October 1, 2015 with Spencer Abraham * 10.56 10.56 Second Amended and Restated Credit Agreement dated February 9, 2016(36) 10.57 10.57 Share Purchase and Option Agreement between CIC Resources Inc. and Uranium Energy Corp. dated March 4, 2016(37) 10.58 10.58 Placement Agency Agreement, dated March 9, 2016, by and between Uranium Energy Corp., Dundee Securities Ltd., Dundee Securities Inc. and H.C. Wainwright & Co., LLC(38) 10.59 10.59 Form of Warrant(38) 10.60 10.60 Form of Securities Purchase Agreement, dated March 6, 2016, by and between Uranium Energy Corp. and investors in the offering(38) 10.61 10.61 2016 Stock Incentive Plan(39) 10.62 10.62 Underwriting Agreement, dated January 17, 2017, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC and Haywood Securities Inc.(41) 10.63 10.63 Form of Warrant(41) 10.64 10.64 Amendment to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated March 3, 2017(42) 10.65 10.65 Amendment No. 2 to the Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated June 29, 2017 *(46) 10.66 10.66 Form of Warrant Certificate with respect to 11,308,728 warrants issued by Uranium Energy Corp. pursuant to the Share Purchase Agreement dated May 9, 2017, as amended on August 7, 2017(45) 10.67 Royalty Purchase Agreement between Uranium Energy Corp. and Uranium Royalty Corp., dated August 20, 2018 (49) 21.1 10.68 2018 Stock Incentive Plan (48) 10.69 Underwriting Agreement, dated as of October 1, 2018, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital, Roth Capital Partners, LLC and Sprott Private Wealth LP (50) 10.70 Third Amended and Restated Credit Agreement dated December 5, 2018 (51) 115 10.71 Securities Exchange Agreement, dated March 14, 2019, as entered between the Company and each of Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust (52) 10.72 At The Market Offering Agreement, dated April 9, 2019, by and between Uranium Energy Corp., H. C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital Corp., Roth Capital Partners, LLC and Cormark Securities (USA) Limited (53) 10.73 2019 Stock Incentive Plan (54) 10.74 Amending Agreement, dated March 19, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities (USA) Inc., TD Securities (USA) Inc., Eight Capital, Roth Capital Partners, LLC and Cormark Securities (USA) Limited (55) 10.75 Underwriting Agreement, dated as of September 21, 2020, by and between Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities Inc., Eight Capital and Roth Capital Partners, LLC (56) 10.76 Form of Warrant (56) 21.1 Subsidiaries of Uranium Energy Corp. * 23.1 Consent of Independent Auditors, PricewaterhouseCoopers LLP * 23.2 23.1 Consent of Independent Auditors, Ernst & YoungLLP * 31.1 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 31.2 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) * 32.1 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 * 101.1NS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 101.1NS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 116   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 Notes: * Filed herewith. (1) Notes: (1) Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on August 4, 2005. (2) (2) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 9, 2006. (3) (3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2007. (4) (4) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 9, 2007. (5) (5) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2007. (6) (6) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 16, 2009. (7) (7) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 2, 2009. (8) (8) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 9, 2009. (9) (9) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 27, 2009. (10) (10) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on October 1, 2009. (11) (11) Incorporated by reference to our Annual Report on Form 10-K/A filed with the SEC on April 21, 2010. (12) (12) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2010. (13) (13) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on February 7, 2011. (14) (14) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 10, 2011. (15) (15) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 11, 2011. (16) (16) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2011. (17) (17) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 11, 2011. (18) (18) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 31, 2011. (19) (19) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 8, 2011. 116 (20) (20) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 5, 2012. (21) (21) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 5, 2013. (22) (22) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 2, 2013. (23) (23) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 23, 2013. (24) (24) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on November 19, 2013. (25) (25) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on November 21, 2013. (26) (26) Incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on December 6, 2013. (27) (27) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on December 27, 2013. (28) (28) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 31, 2013. (29) (29) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2014. (30) (30) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 14, 2014. (31) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015. (32) (31) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on January 9, 2015. (32) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on March 12, 2015. (33) (33) Incorporated by reference to our Schedule 14A Definitive Proxy Statement filed with the SEC on June 19, 2015. (34) (34) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 25, 2015. (35) (35) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on December 8, 2015. (36) (36) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 16, 2016 (37) (37) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (38) (38) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2016. (39) (39) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 2, 2016. (40) (40) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on January 5, 2017. (41) (41) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 17, 2017. (42) (42) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 9, 2017. (43) (43) Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 9, 2017. (44) (44) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 11, 2017. (45) (45) Incorporated by reference to our Registration Statement on Form S-3 filed with the SEC on September 8, 2017. (46) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 16, 2017. (47) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 6, 2017. (48) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on October 15, 2018. (49) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on August 27, 2018. (50) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 1, 2018. (51) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 7, 2018. (52) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 18, 2019. (53) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 9, 2019. (54) Incorporated by reference to our Registration Statement on Form S-8 filed with the SEC on September 12, 2019. (55) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 19, 2020. (56) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 21, 2020. _________ * Filed herewith   117   117   URANIUM ENERGY CORP.   CONSOLIDATED FINANCIAL STATEMENTS   JULY 31, 20172020   Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Loss F-5 Consolidated Statements of Cash Flows F-6 Consolidated Statements of Stockholders’ Equity F-7 Notes to the Consolidated Financial Statements F-9 Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Cash Flows Consolidated Statements of Stockholders’ Equity Notes to the Consolidated Financial Statements    F-1   Report of Independent Registered Public Accounting Firm   To the Shareholders and Board of Directors and Shareholders of Uranium Energy Corp.   Opinion on the Financial Statements We have audited the accompanying consolidated balance sheetssheet of Uranium Energy Corp. and its subsidiaries (together, the Company) as of July 31, 2017 and 2016,2020 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’stockholders' equity for eachthe year then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the three yearsCompany as of July 31, 2020 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the period ended July 31, 2017. United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, Canada October 28, 2020 We have served as the Company's auditor since 2020. PricewaterhouseCoopers LLP PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T: +1 604 806 7000, F: +1 604 806 7806 “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Uranium Energy Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Uranium Energy Corp. (the Company) as of July 31, 2019, the related consolidated statements of operations and comprehensive loss, cash flows and stockholders' equity for each of the two years in the period ended July 31, 2019, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2019, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.   In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uranium Energy Corp. at July 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended July 31, 2017, in conformity with U.S. generally accepted accounting principles./s/ Ernst & Young LLP   Chartered Professional Accountants We also have audited, in accordance withserved as the standards of the Public Company Accounting Oversight Board (United States), Uranium Energy Corp.’s internal control over financial reporting as of July 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated Company's auditor from 2007 to 2020. Vancouver, Canada October 13, 2017 expressed an unqualified opinion thereon.14, 2019   Vancouver, Canada /s/ Ernst & Young LLP URANIUM ENERGY CORP. October 13, 2017 CONSOLIDATED BALANCE SHEETS Chartered Professional Accountants   F-2     Note(s)     July 31, 2020     July 31, 2019                           CURRENT ASSETS                       Cash and cash equivalents   5     $ 5,147,703     $ 6,058,186   Term deposits           -       11,831,671   Inventories           211,662       211,662   Prepaid expenses and deposits           1,111,152       1,343,458   Other current assets           119,362       264,956   TOTAL CURRENT ASSETS           6,589,879       19,709,933                           MINERAL RIGHTS AND PROPERTIES   3       63,655,503       63,536,895   PROPERTY, PLANT AND EQUIPMENT   4       7,019,817       7,042,359   RESTRICTED CASH   5       1,839,216       1,821,392   EQUITY-ACCOUNTED INVESTMENT   6       11,515,327       8,680,449   OTHER NON-CURRENT ASSETS   7       769,875       249,214   TOTAL ASSETS         $ 91,389,617     $ 101,040,242                                                   CURRENT LIABILITIES                       Accounts payable and accrued liabilities         $ 1,858,499     $ 3,002,688   Other current liabilities   12       147,569       -   Due to a related party   8       31,334       68,680   TOTAL CURRENT LIABILITIES           2,037,402       3,071,368                           LONG-TERM DEBT   9       19,869,477       19,599,963   GOVERNMENT LOAN PAYABLE   10       307,092       -   ASSET RETIREMENT OBLIGATIONS   11       3,734,314       3,541,082   OTHER NON-CURRENT LIABILITIES   12       479,714       50,010   DEFERRED TAX LIABILITIES   15       545,000       550,551   TOTAL LIABILITIES           26,972,999       26,812,974                           STOCKHOLDERS' EQUITY                       Capital stock                       Common stock $0.001 par value: 750,000,000 shares authorized, 184,635,870 shares issued and outstanding (July 31, 2019 - 180,896,431)   13       184,636       180,896   Additional paid-in capital           341,059,972       336,047,595   Share issuance obligation   13       103,554       187,100   Accumulated deficit           (276,811,300 )     (262,200,784 ) Accumulated other comprehensive (loss) income           (120,244 )     12,461   TOTAL EQUITY           64,416,618       74,227,268   TOTAL LIABILITIES AND EQUITY         $ 91,389,617     $ 101,040,242                           SUBSEQUENT EVENT   1,13                   Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Uranium Energy Corp. We have audited Uranium Energy Corp.’s internal control over financial reporting as of July 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Uranium Energy Corp.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Uranium Energy Corp. maintained, in all material respects, effective internal control over financial reporting as of July 31, 2017, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Uranium Energy Corp. as of July 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended July 31, 2017, and our report dated October 13, 2017 expressed an unqualified opinion thereon. Vancouver, Canada /s/ Ernst & Young LLP October 13, 2017 Chartered Professional Accountants F-3 URANIUM ENERGY CORP. CONSOLIDATED BALANCE SHEETS                       Note(s)   July 31, 2017     July 31, 2016                     CURRENT ASSETS                     Cash and cash equivalents       $ 12,575,973     $ 7,142,571   Short-term investments         10,000,000       -   Inventories         211,662       275,316   Prepaid expenses and deposits         685,992       533,977   Other current assets         117,770       48,777             23,591,397       8,000,641                         MINERAL RIGHTS AND PROPERTIES   3,4     38,931,976       37,973,951   PROPERTY, PLANT AND EQUIPMENT   5     6,791,182       6,942,304   RECLAMATION DEPOSITS   6     1,706,028       1,706,027   EQUITY-ACCOUNTED INVESTMENT   7     151,676       -   OTHER LONG-TERM ASSETS   3     1,004,975       1,553,388           $ 72,177,234     $ 56,176,311                         CURRENT LIABILITIES                     Accounts payable and accrued liabilities   18   $ 2,446,854     $ 1,822,447   Due to related parties   8     768       -             2,447,622       1,822,447                         DEFERRED INCOME TAX LIABILITIES         609,470       643,825   LONG-TERM DEBT   9     19,254,835       19,198,178   OTHER LONG-TERM LIABILITY   3     -       315,519   ASSET RETIREMENT OBLIGATIONS   10     3,729,902       3,746,464             26,041,829       25,726,433                         STOCKHOLDERS' EQUITY                     Capital stock                     Common stock $0.001 par value: 750,000,000 shares authorized, 139,815,124 shares issued and outstanding (July 31, 2016 - 116,670,457)   11     139,815       116,670   Additional paid-in capital         272,697,152       239,701,884   Share issuance obligation   18     638,142       -   Accumulated deficit         (227,325,002 )     (209,353,946 ) Accumulated other comprehensive loss         (14,702 )     (14,730 )           46,135,405       30,449,878           $ 72,177,234     $ 56,176,311                         COMMITMENTS AND CONTINGENCIES   16                 SUBSEQUENT EVENTS   17,18                   The accompanying notes are an integral part of these consolidated financial statements   F-4 F-2   URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS         Year Ended July 31,           Year Ended July 31,     Note(s)   2017     2016     2015     Note(s)     2020     2019     2018                     SALES       $ -     $ -     $ 3,080,000                           COSTS AND EXPENSES                                                       Cost of sales       -       -       2,326,674   Inventory write-down       60,694       -       -   Mineral property expenditures   4     4,120,388       4,061,159       5,706,080     3     $ 4,582,403     $ 4,487,537       4,552,151   General and administrative   8,11     10,241,681       9,297,746       13,230,840     8,13       9,441,898       10,142,035       11,407,206   Depreciation, amortization and accretion   4,5,10     497,728       875,724       1,802,443     3,4,11       310,222       347,441       354,624   Impairment loss on mineral properties   4     297,942       97,114       349,805         15,218,433       14,331,743       23,415,842   LOSS FROM OPERATIONS       (15,218,433 )     (14,331,743 )     (20,335,842 )           (14,334,523 )     (14,977,013 )     (16,313,981 )                                                       OTHER INCOME (EXPENSES)                                                       Interest income       137,863       24,177       12,797             181,520       433,031       227,534   Interest expenses and finance costs   9     (2,914,862 )     (3,005,391 )     (3,071,235 )   9       (3,460,970 )     (3,249,881 )     (2,952,202 ) Loss on disposition of assets       (1,055 )     (2,186 )     (38 ) Loss on settlement of liabilities       (49,002 )     (46,968 )     -   Realized loss on available-for-sale securities       -       -       (3,023 ) Income (loss) from equity-accounted investment   6       2,967,583       (1,103,356 )     423,657   Other income       40,078       -       -             27,980       134,545       82,543         (2,786,978 )     (3,030,368 )     (3,061,499 ) Gain (loss) on disposition of assets   3       2,343       1,595,513       (1,696 ) OTHER EXPENSES           (281,544 )     (2,190,148 )     (2,220,164 ) LOSS BEFORE INCOME TAXES       (18,005,411 )     (17,362,111 )     (23,397,341 )           (14,616,067 )     (17,167,161 )     (18,534,145 )                                                       DEFERRED INCOME TAX BENEFIT       34,355       32,239       35,413   DEFERRED TAX BENEFITS   15       5,551       14,372       707,511   NET LOSS FOR THE YEAR       (17,971,056 )     (17,329,872 )     (23,361,928 )           (14,610,516 )     (17,152,789 )     (17,826,634 )                                                       OTHER COMPREHENSIVE INCOME (LOSS),NET OF INCOME TAXES       28       (99 )     (1,092 ) OTHER COMPREHENSIVE (LOSS) INCOME, NET OF INCOME TAXES   6       (132,705 )     12,461       118,343   TOTAL COMPREHENSIVE LOSS FOR THE YEAR     $ (17,971,028 )   $ (17,329,971 )   $ (23,363,020 )         $ (14,743,221 )   $ (17,140,328 )   $ (17,708,291 )                                                       NET LOSS PER SHARE, BASIC AND DILUTED   12   $ (0.14 )   $ (0.16 )   $ (0.25 )   14     $ (0.08 )   $ (0.10 )   $ (0.11 )                                                       WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED       128,244,751       106,086,782       92,397,547             183,041,766       175,844,624       157,123,025     The accompanying notes are an integral part of these consolidated financial statements   F-5 F-3   URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS           Year Ended July 31,       Note(s)   2017     2016     2015   CASH PROVIDED BY (USED IN):                                                           OPERATING ACTIVITIES                             Net loss for the year       $ (17,971,056 )   $ (17,329,872 )   $ (23,361,928 ) Adjustments to reconcile net loss to cash flows in operating activities                             Stock-based compensation   11,18     3,769,370       3,084,163       5,617,748   Depreciation, amortization and accretion   4,5,10     497,728       875,724       2,193,160   Amortization of long-term debt discount   9     1,156,657       1,245,615       1,353,773   Impairment loss on mineral properties   4     297,942       97,114       349,805   Inventory write-down         60,694       -       -   Re-valuation of asset retirement obligations   4     (187,255 )     (308,398 )     -   Loss on disposition of assets         1,055       2,186       38   Deferred income tax benefit         (34,355 )     (32,239 )     (35,413 ) Realized loss on available-for-sale securities         -       -       3,023   Loss on settlement of liabilities         49,002       46,968       -   Changes in operating assets and liabilities                             Inventories         2,960       (23,317 )     1,316,959   Prepaid expenses and deposits         190,580       (85,673 )     46,866   Other current assets         (68,965 )     (30,165 )     (2,954 ) Accounts payable and accrued liabilities   15     1,816,199       (622,713 )     243,686   NET CASH FLOWS USED IN OPERATING ACTIVITIES         (10,419,444 )     (13,080,607 )     (12,275,237 )                               FINANCING ACTIVITIES                             Shares issuance for cash, net of issuance costs   11     26,889,996       10,209,632       9,650,530   Due to related parties   8     768       (14,660 )     3,426   NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES         26,890,764       10,194,972       9,653,956                                 INVESTING ACTIVITIES                             Net cash received from (used in) asset acquisitions   3     34,972       (46,084 )     -   Investment in mineral rights and properties         -       -       (78,626 ) Purchase of property, plant and equipment         (56,407 )     (18,934 )     (23,041 ) Purchase of equity-accounted investment         (151,676 )     -       -   Increase in other long-term assets         (864,806 )     -       -   Purchase of short-term investments         (16,000,671 )     -       -   Redemption of short-term investments         6,000,671       -       -   Proceeds from disposition of assets         -       818       2,860   Proceeds from the release of reclamation deposits         -       -       5,663,158   Payment of surety bonds collateral         -       -       (1,690,208 ) Increase in reclamation deposits         (1 )     (2 )     (346 ) NET CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES         (11,037,918 )     (64,202 )     3,873,797                                 NET CASH FLOWS         5,433,402       (2,949,837 )     1,252,516   CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR         7,142,571       10,092,408       8,839,892   CASH AND CASH EQUIVALENTS, END OF YEAR       $ 12,575,973     $ 7,142,571     $ 10,092,408                                 SUPPLEMENTAL CASH FLOW INFORMATION   15                                   Year Ended July 31,       Note(s)     2020     2019     2018   NET CASH PROVIDED BY (USED IN):                                                               OPERATING ACTIVITIES                               Net loss for the period         $ (14,610,516 )   $ (17,152,789 )   $ (17,826,634 ) Adjustments to reconcile net loss to cash flows in operating activities                               Stock-based compensation   13       3,493,218       2,948,041       3,504,058   Depreciation, amortization and accretion   3,4,11       310,222       347,441       354,624   Amortization of long-term debt discount   9       1,669,514       1,464,989       1,180,139   Re-valuation of asset retirement obligations           -       (274,195 )     -   (Gain) loss on disposition of assets           (2,343 )     (1,595,513 )     1,696   (Income) loss from equity-accounted investment   6       (2,967,583 )     1,103,356       (423,657 ) Deferred tax benefits           (5,551 )     (14,372 )     (707,511 ) Realized loss on available-for-sale securities           -       799       -   Reimbursable Expenses for Reno Creek acquisition           -       -       483,829   Changes in operating assets and liabilities                               Prepaid expenses and deposits           453,949       (62,225 )     302,258   Other current assets           145,594       (86,395 )     (61,416 ) Accounts payable and accrued liabilities           (1,243,838 )     679,522       681,286   Due to a related party   8       (37,346 )     67,873       39   Other liabilities           (76,031 )     -       -   NET CASH USED IN OPERATING ACTIVITIES           (12,870,711 )     (12,573,468 )     (12,511,289 )                                 FINANCING ACTIVITIES                               Proceeds from share issuance, net of issuance costs           -       23,843,995       604,209   Proceeds from government loans   10       307,092       -       -   NET CASH PROVIDED BY FINANCING ACTIVITIES           307,092       23,843,995       604,209                                   INVESTING ACTIVITIES                               Net cash and restricted cash received from a mineral property acquisition           -       -       289,038   Investment in mineral rights and properties           (80,000 )     (155,000 )     (3,588,759 ) Purchase of property, plant and equipment           (83,838 )     (137,287 )     (12,304 ) Increase in other non-current assets           -       -       (346,474 ) Investment in term deposits           -       (29,858,126 )     (21,771,253 ) Proceeds from redemption of term deposits           11,831,671       18,026,455       31,771,253   Proceeds from disposition of assets           3,127       16,587       -   NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           11,670,960       (12,107,371 )     6,341,501                                   NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH           (892,659 )     (836,844 )     (5,565,579 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD           7,879,578       8,716,422       14,282,001   CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD   5     $ 6,986,919     $ 7,879,578     $ 8,716,422                                   SUPPLEMENTAL CASH FLOW INFORMATION   18                             The accompanying notes are an integral part of these consolidated financial statements   F-6 F-4   URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS' EQUITY     Common Stock   Additional Paid-in   Share Issuance   Accumulated   Accumulated Other Comprehensive   Stockholders'     Common Stock     Additional Paid-in     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'     Shares     Amount     Capital     Obligation     Deficit     Loss     Equity     Shares     Amount     Capital     Obligation     Deficit     Income (Loss)     Equity                                 Balance, July 31, 2014     90,966,558     $ 90,972     $ 208,008,312     $ -     $ (168,662,146 )   $ (13,539 )   $ 39,423,599   Balance, July 31, 2017     139,815,124     $ 139,815     $ 272,697,152     $ 638,142     $ (227,325,002 )   $ (14,702 )   $ 46,135,405   Common stock                                                                                                                 Issued for equity financing, net of issuance costs     5,280,045       5,280       7,653,859       -       -       -       7,659,139   Issued upon exercise of stock options     304,657       305       24,245       -       -       -       24,550       1,094,589       1,095       528,955       -       -       -       530,050   Stock-based compensation                                                         Common stock issued for consulting services     1,108,390       1,111       1,849,963       -       -       -       1,851,074   Common stock issued for bonuses     174,437       173       235,317       -       -       -       235,490   Stock options issued to consultants     -       -       588,207       -       -       -       588,207   Stock options issued to management     -       -       1,617,937       -       -       -       1,617,937   Stock options issued to employees     -       -       1,325,040       -       -       -       1,325,040   Warrants                                                         Issued for equity financing     -       -       1,418,116       -       -       -       1,418,116   Issued for equity financing as share issuance costs     -       -       206,533       -       -       -       206,533   Net loss for the year     -       -       -       -       (23,361,928 )     -       (23,361,928 ) Other comprehensive loss     -       -       -       -       -       (1,092 )     (1,092 ) Balance, July 31, 2015     97,834,087     $ 97,841     $ 222,927,529     $ -     $ (192,024,074 )   $ (14,631 )   $ 30,986,665   Common stock                                                         Issued for equity financing, net of issuance costs     12,364,704       12,365       8,352,672       -       -       -       8,365,037   Issued upon exercise of stock options     682,167       682       224,433       -       -       -       225,115   Issued upon exercise of warrants     61,799       62       74,097       -       -       -       74,159   Issued for credit facility     1,711,933       1,712       1,698,288       -       -       -       1,700,000       641,574       641       899,359       -       -       -       900,000   Issued for asset acquisition     1,333,560       1,334       1,225,541       -       -       -       1,226,875   Issued in connection with mineral property acquisitions     17,061,592       17,062       23,754,561       -       -       -       23,771,623   Issued for advance royalty payment     46,134       46       61,774       -       -       -       61,820   Issued for settlement of liabilities     487,574       487       452,957       -       -       -       453,444       565,499       566       845,258       -       -       -       845,824   Stock-based compensation                                                                                                                 Common stock issued for consulting services     1,429,650       1,429       1,370,952       -       -       -       1,372,381       225,168       225       349,609       -       -       -       349,834   Common stock issued under Stock Incentive Plan     826,782       820       725,424       -       -       -       726,244       1,664,285       1,664       2,348,057       (638,142 )     -       -       1,711,579   Stock options issued to consultants     -       -       78,014       -       -       -       78,014   Stock options issued to management     -       -       735,991       -       -       -       735,991   Stock options issued to employees     -       -       171,533       -       -       -       171,533   Amortization of stock-based compensation     -       -       1,414,629       -       -       -       1,414,629   Warrants                                                                                                                 Warrants extension for mineral property     -       -       1,619,480       -       -       -       1,619,480   Warrants extension for credit facility     -       -       104,915       -       -       -       104,915   Warrants extension for mineral property     -       -       14,155       -       -       -       14,155   Issued in connection with mineral property acquisition     -       -       5,088,928       -       -       -       5,088,928   Net loss for the year     -       -       -       -       (17,329,872 )     -       (17,329,872 )     -       -       -       -       (17,826,634 )     -       (17,826,634 ) Other comprehensive loss     -       -       -       -       -       (99 )     (99 ) Balance, July 31, 2016     116,670,457     $ 116,670       239,701,884     $ -     $ (209,353,946 )   $ (14,730 )   $ 30,449,878   Other comprehensive income     -       -       -       -       -       118,343       118,343   Balance, July 31, 2018     161,175,764       161,176       308,062,379       -       (245,151,636 )     103,641       63,175,560   Common stock                                                         Issued for equity financing, net of issuance costs     12,613,049       12,613       15,978,348       -       -       -       15,990,961   Issued upon exercise of stock options     125,879       126       72,237       -       -       -       72,363   Issued upon exercise of warrants     3,999,881       4,000       4,818,357       -       -       -       4,822,357   Issued in exchange of warrants pursuant to Securities Exchange Agreement     750,000       750       976,814       -       -       -       977,564   Issued for credit facility     1,180,328       1,180       1,398,820       -       -       -       1,400,000   Stock-based compensation                                                         Common stock issued for consulting services     165,404       163       226,376       -       -       -       226,539   Common stock issued under Stock Incentive Plan     886,126       888       1,173,956       187,100       -       -       1,361,944   Amortization of stock-based compensation     -       -       1,359,558       -       -       -       1,359,558   Warrants                                                         Issued for equity financing     -       -       2,978,250       -       -       -       2,978,250   Exchanged for common stock pursuant to Securities Exchange Agreement     -       -       (4,950,000 )     -       -       -       (4,950,000 ) Difference from Securities Exchange Agreement     -       -       3,952,500       -       -       -       3,952,500   Net loss for the year     -       -       -       -       (17,152,789 )     -       (17,152,789 ) Reclassification upon adoption of ASU No. 2016-01     -       -       -       -       103,641       (103,641 )     -   Other comprehensive income     -       -       -       -       -       12,461       12,461   Balance, July 31, 2019     180,896,431     $ 180,896     $ 336,047,595     $ 187,100     $ (262,200,784 )   $ 12,461     $ 74,227,268     The accompanying notes are an integral part of these consolidated financial statements   F-7 F-5   URANIUM ENERGY CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS' EQUITY       Common Stock     Additional Paid-in     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     Capital     Obligation     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 upon exercise of stock options     264,727       266       56,659       -       -       -       56,925   Issued upon exercise of warrants     1,989,717       1,989       2,385,671       -       -       -       2,387,660   Issued for credit facility     738,503       739       1,099,261       -       -       -       1,100,000   Issued for property acquisition     61,939       62       87,555       -       -       -       87,617   Issued for mineral property     46,800       46       48,626       -       -       -       48,672   Issued for settlement of liabilities     1,015,940       1,016       1,523,634       -       -       -       1,524,650   Stock-based compensation                                                         Common stock issued for consulting services     865,386       862       1,107,075       -       -       -       1,107,937   Common stock issued under Stock Incentive Plan     830,819       834       945,418       638,142       -       -       1,584,394   Stock options issued to consultants     -       -       469,815       -       -       -       469,815   Stock options issued to management     -       -       473,811       -       -       -       473,811   Stock options issued to employees     -       -       369,663       -       -       -       369,663   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 year     -       -       -       -       (17,971,056 )     -       (17,971,056 ) Other comprehensive income     -       -       -       -       -       28       28   Balance, July 31, 2017     139,815,124     $ 139,815     $ 272,697,152     $ 638,142     $ (227,325,002 )   $ (14,702 )   $ 46,135,405       Common Stock     Additional Paid-     Share Issuance     Accumulated     Accumulated Other Comprehensive     Stockholders'       Shares     Amount     in Capital     Obligation     Deficit     Income (Loss)     Equity   Balance, July 31, 2019     180,896,431     $ 180,896     $ 336,047,595     $ 187,100     $ (262,200,784 )   $ 12,461     $ 74,227,268   Common stock                                                         Issued for credit facility     1,743,462       1,743       1,398,257       -       -       -       1,400,000   Issued (accrued) upon vesting of RSUs and PRSUs     105,844       106       (153,307 )     103,554       -       -       (49,647 ) Stock-based compensation                                                         Common stock issued for consulting services     380,933       381       350,696       -       -       -       351,077   Common stock issued under Stock Incentive Plan     1,509,200       1,510       1,308,507       (187,100 )     -       -       1,122,917   Amortization of stock-based compensation     -       -       2,085,491       -       -       -       2,085,491   Warrants                                                         Issued for consulting services     -       -       22,733       -       -       -       22,733   Net loss for the year     -       -       -       -       (14,610,516 )     -       (14,610,516 ) Other comprehensive loss     -       -       -       -       -       (132,705 )     (132,705 ) Balance, July 31, 2020     184,635,870     $ 184,636   �� $ 341,059,972     $ 103,554     $ (276,811,300 )   $ (120,244 )   $ 64,416,618     The accompanying notes are an integral part of these consolidated financial statements   F-8 F-6   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 20172020   NOTE 1: NATURE OF OPERATIONS   Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium and titanium concentrates, on projects located in the United States, Canada and Paraguay.   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 sales of uranium concentrates was realized for the fiscal year ended July 31, 2017 (“Fiscal 2017”), 2016 (“Fiscal 2016”), and 2014 (“Fiscal 2014”) or for any periods prior to Fiscal 2012. Historically, the Company has been reliant primarily on equity financings from the sale of its common stock and, during Fiscal 2014 and 2013, on debt financing in order to fund its operations, and this reliance is expected to continue for the foreseeable future. On January 20, 2017, the Company completed a public offering of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $26.0 million, which substantially improved the Company’s working capital position. At July 31, 2017, the Company2020, we had a working capital of $21.1$4.6 million including cash and cash equivalents of $12.6$5.1 million. Subsequent to July 31, 2020, we completed a public offering (the “September 2020 Offering”) of 12,500,000 units at a price of $1.20 per unit for gross proceeds of $15 million, which substantially increased our cash and short-term investments of $10.0 million. Thecash equivalent and improved our working capital position. Refer to Note 13: Capital Stock herein. As a consequence, our existing cash resources as at July 31, 2017and cash received from the September 2020 Offering are expected to provide sufficient funds to carry out theour planned operations for 12 months from the date that theour consolidated financial statements are issued. The Company’sOur continuation as a going concern for a period beyond those 12 months will be dependent upon itsour ability to obtain adequate additional financing, as the Company’sour operations are capital intensive and future capital expenditures are expected to be substantial. The Historically, we have been reliant primarily on equity financings from the sale of our common stock and on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future. Our continued operations, of the Company, including the recoverability of the carrying values of our assets, are dependent ultimately on the Company’sour ability to achieve and maintain profitability and positive cash flow from our operations.   NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation and Principles of Consolidation   These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in United States dollars. The accompanying consolidated financial statements include the accounts of Uranium Energy Corp. and its wholly-owned subsidiaries, UEC Resources Ltd., UEC Concentric Merge Corp., URN Texas GP, LLC, URN South Texas Project, Ltd. and a controlled partnership, South Texas Mining Venture, L.L.P; UEC Paraguay Corp. and its subsidiary, Piedra Rica Mining S.A.; Cue Resources Ltd. and its subsidiary, Transandes Paraguay S.A.; JDL Resources Inc. and its subsidiary, Trier S.A.; CIC Resources (Paraguay) Inc. and its subsidiaries, Paraguay Resources Inc. and its subsidiary Metalicos Y No Metalicos S.R.L. (“MYNM”), Paraguay Exploration Inc. and its subsidiary Exploradora Del Paraguay S.A., Paraguay Minerals Inc. and its subsidiary, Exploraciones Almirante Grau S.A., PDL Resources Inc. and its subsidiary Rostock Industrias Mineras S.A., and PEL Minerals Inc. and its subsidiary Proyectos Mineros Parana S.A. All significant inter-company transactions and balances have been eliminated upon consolidation.   Certain comparative figures have been reclassified to conform to the current year’s presentation. Exploration Stage   The Company hasWe have established the existence of mineralized materials for certain uranium projects, including the Palangana Mine. The Company hasWe 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 itsour uranium projects, including the Palangana Mine. Furthermore, the Company haswe have no plans to establish proven or probable reserves for any of itsour uranium projects for which the Company planswe plan on utilizing in-situ recovery (“ISR”) mining, such as the Palangana Mine. As a result, and despite the fact that the Companywe commenced extraction of mineralized materials at the Palangana Mine in November 2010, the Company remainswe 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.   F-9 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 Since the Companywe 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.   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 the Company exitswe 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.   F-7 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 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. The Company isWe are in the Exploration Stage which has resulted in theour Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mill and mine development activities. Additionally, there would be no corresponding amortizationdepletion allocated to future reporting periods of theour 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 the Companywe 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, the Company’sour consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.   Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities asand disclosure of contingent assets and liabilities at the date of the balance sheet datefinancial statements and the correspondingreported revenues and expenses forduring the periods reported. By their nature, these estimates and assumptions are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates and assumptions in future periods could be significant.reported periods. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving shares of common stock, valuation and measurement of impairment losses on mineral rights and properties, valuation of stock-based compensation net realizable value of inventory, valuation of investments in equity, valuation of other long-term assets, and valuation of long-term debt and asset retirement obligations. Other areas requiring estimates include allocations of expenditures to inventories, depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions.   Foreign Currency Translation   The functional currency of theour Company, including its subsidiaries, is the United States dollar. Our subsidiaries, UEC Resources Ltd., UEC Resources (SK) Ltd. and Cue Resources Ltd., maintain their accounting records in their local currency, the Canadian dollar. Piedra Rica Mining S.A., Transandes Paraguay S.A,S.A., MYNM, Trier S.A. and other Paraguayan subsidiaries maintain their accounting records in their local currency, the Paraguayan Guarani. In accordance with Accounting Standards Codification (“ASC”)ASC 830: Foreign Currency Matters, the financial statements of the Company’sour subsidiaries are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than theour Company’s functional currency are included in the determination of net income (loss)loss in the period. F-10 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   Cash and Cash Equivalents   Cash and cash equivalents consist of cash balances and highly-liquid instrumentsterm deposits with an original maturity of three months or less.   Short-Term InvestmentsTerm Deposits   Short-term investments consist of highly-liquid instrumentsTerm deposits include short-term deposits held with banks with maturities from three months to one year from the date of the initial investments. Financial Instruments The fair values Term deposits are classified as available-for-sale investments as they represent investments of cash and cash equivalents, short-term investments, otheravailable for current assets which includes available-for-sale securities and accounts and interest receivable, accounts payable and accrued liabilities and due to related parties amounts were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Reclamation deposits are deposits mainly investedoperations. Change in short-term funds at major financial institutions and their fair values were estimated to approximate their carrying values. The Company’s operations and financing activities are conducted primarily in United States dollars and as a result, the Company is not significantly exposed to market risks from changes in foreign currency rates. The Company is exposed to credit risk through its cash and cash equivalents and short-term investments, but mitigates this risk by keeping deposits at major financial institutions. Fair Value Measurements The Company measures its available-for-sale securities at fair value of the available-for-sale investments are recorded in accordance with ASC 820: Fair Value Measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have resulted in the following fair value hierarchy: · Level 1: Quoted prices for identical instruments in active markets; · Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and · Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company has determined that its available-for-sale securities are Level 1 financial instruments.other comprehensive income (loss).   Equity-Accounted Investments   Investments in an entity in which the Company’sour ownership is greater than 20% but less than 50%, or where other facts and circumstances indicate that the Company haswe have the ability to exercise significant influence over the operating and financing policies of an entity, are accounted for using the equity method in accordance with ASC 323: Investments – Equity Method and Joint Ventures. Equity-Accounted Investments are recorded initially at cost and adjusted subsequently to recognize the Company’sour share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition. The CompanyWe periodically evaluatesevaluate whether declines in fair values of itsour equity investments below the carrying value are other-than-temporary and if so, whether an impairment loss is required.   F-8 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 Other Long-TermNon-Current Assets   Other long-termnon-current assets include future expenditures that the Company haswe have paid in advance but will not receive benefits within one year. Expenses are recognized over the period the expenditures are used or the benefits from the expenditures are received. Transaction costs incurred in connection with acquisitions of long-term assets are also included in other long-termnon-current assets, which will be capitalized as acquisition costs if the transaction succeeds or will be written off if the transaction does not complete. F-11 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 Inventories Inventories Right-of-use (“ROU”) assets recognized in connection with recognition of lease liabilities are comprised of supplies, uranium concentrates and work-in-progress. Expenditures include mining and processing activities that resultalso included in extraction of uranium concentrates and depreciation and depletion charges. Mining and processing costs include labor, chemicals, directly attributable uranium extraction expenditures and overhead related to uranium extraction. Inventories are carried at the lower of cost or net realizable value and are valued and charged to cost of sales using the average costing method.Other Non-Current Assets.   Mineral Rights   Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves, as defined by the SEC under Industry Guide 7, are established for that project. 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 project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.   Where proven and probable reserves have been established, in accordance with Industry Guide 7, the project’s capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project’s capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. The Company hasWe have not established proven or probable reserves for any of itsour projects. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value.   Databases   Expenditures relating to mineral property databases are capitalized upon acquisition while those developed internally are expensed as incurred. Mineral property databases are tested for impairment whenever events or changes indicate that the carrying values may not be recoverable. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value. Mineral property databases are amortized using the straight-line method over a five-year period during which management believes these assets will contribute to the Company’sour cash flows. Databases are included in Mineral Rights and Properties on the balance sheet. Land Use Agreements Expenditures relating to mineral property land use agreements are capitalized upon acquisition. Mineral property land use agreements are tested for impairment whenever events or changes indicate that the carrying values may not be recoverable. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value. Mineral property land use agreements are amortized using the straight-line method over a ten-year period during which management believes these assets will contribute to the Company’s cash flows. Land use agreements are included in Mineral Rights and Properties on the balance sheet.our Consolidated Balance Sheets.   Property, Plant and Equipment   Property, plant and equipment are recorded at cost and depreciated to their estimated residual values using the straight-line method over their estimated useful lives, as follows:   · ● Hobson processing facility: 1520 years; F-12 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 · ● Mining and logging equipment and vehicles: 5 to 10 years; · ● Computer equipment: 3 years; · ● Furniture and fixtures: 5 years; and · ● Leasehold improvements: Term of lease Building: 20 years   Impairment of Long-Lived Assets   Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison ofcomparing the carrying amountsvalue to the future undiscounted cash flows expected to be generated by the assets. AnWhen the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recognized whenrecorded by writing down the carrying amountvalue of the related asset to its estimated fair value, which is not recoverable and exceedsdetermined using discounted future cash flows or other measures of fair value. F-9 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020   Income Taxes   The Company followsWe account for income taxes under the asset and liability method which requires the recognition of accounting fordeferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable toof temporary differences between the financial statement carrying amounts and tax bases of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income for the years in which those differences are expected to be recovered or settled. The effectliabilities. We provide a valuation allowance on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. The Company recognizes deferred taxes on unrealized gains directly within other comprehensive income, and concurrently releases part of the valuation allowance resulting in no impact within other comprehensive income or on the balance sheet. The Company’s policy is to accrue any interest and penalties related to unrecognized tax benefits in its provision for income taxes. Additionally, ASC 740: Income Taxes, requires that the Company recognize in its financial statements the impact of a tax position thatunless it is more likely than not tothat such assets will be sustained upon examination based on the technical merits of the position.realized.   Restoration and Remediation Costs (Asset Retirement Obligations)   Various federal and state mining laws and regulations require theour Company to reclaim the surface areas and restore underground water quality for its mine projects to the pre-existing mine area average quality or class of use after the completion of mining. Future reclamation We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which include extractionwe incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation are accrued atcosts to be incurred by our Company in the end of each periodfuture. The asset retirement obligation is estimated based on management’s best estimatethe current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The asset retirement obligations are capitalized as part of the costs expected to be incurred for each project. Such estimates considerof the costs of future surfaceunderlying assets and groundwater activities, current regulations, actual expenses incurred, and technology and industry standards. In accordance with ASC 410: Asset Retirement and Environmental Obligations, the Company capitalizes the measured fair value of asset retirement obligations to mineral rights and properties.amortized over its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until the time at which they are expected to be settled. The accretion expense isexpenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.   On a quarterly basis,Long-Term Debt Long-Term Debt is carried at amortized cost. Debt issuance costs, debt premiums and discounts and annual fees are included in the Company reviewslong-term debt balance and amortized using the assumptions used to estimateeffective interest rate over the expected cash flows required to settle the asset retirement obligations, including changes in estimated probabilities, amounts and timing of cash flows for settlementcontractual terms of the asset retirement obligations, as well as changesLong-Term Debt. Leases We determine if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 months are included in any regulatoryOther Non-Current Assets, Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheet. Assets under finance leases are included in Property, Plant and Equipment and the related lease liabilities in Other Current Liabilities and Other Non-Current Liabilities in our Consolidated Balance Sheets. Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. When the rate implicit to the lease cannot be readily determined, we utilize the incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest our Company would have to pay to borrow on a collateralized basis over a similar term and the amount equal to the lease payments in a similar economic environment. The operating lease expenses are recognized on a straight-line basis over the lease term and included in general and administration expenses. Short-term leases, which have an initial term of 12 months or legal obligationsless, are not recorded in our Consolidated Balance Sheets. We have leases arrangements that include both lease and non-lease components. We account for each separate lease component and its associated non-lease components as a single lease component for all of its mineral projects. Changes in any one or more of these assumptions may cause revision ofour asset retirement obligations and the associated underlying assets. Revisions to the asset retirement obligations associated with fully depleted projects (with a carrying value of $Nil) are charged to the statement of operations.classes.   F-13 F-10   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 20172020   Revenue Recognition Stock-Based Compensation   The recognition of revenue from sales of uranium concentrates is in accordance withWe measure stock-based awards at fair value on the guidelines outlined in ASC Section 605-10-25, Revenue Recognition. The Company delivers its uranium concentrates to a uranium storage facility and once the product is confirmed to meet the required specifications, the Company receives credit for a specified quantity measured in pounds. Future sales of uranium concentrates are expected to generally occur under uranium supply agreements or through the uranium spot market. Once a sale of uranium concentrates is negotiated, the Company will notify the uranium storage facility with instructions for a title transfer to the customer. Revenue is recognized once a title transferdate of the uranium concentrates is confirmed bygrant and expense the uranium storage facility at which pointawards in our Consolidated Statements of Operations and Comprehensive Loss over the customer is invoiced by the Company. Stock-Based Compensation The Company follows ASC 718: Compensation - Stock Compensation, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awardsrequisite service period of shares for propertyemployees or services are recorded at the more readily measurable fair value of the stock and the fair value of the service.consultants. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of stock option awards under ASC 718.options is determined using the Black-Scholes valuation model. The fair value of restricted stock units (“RSU”s) is chargeddetermined using the share price of the Company at the date of grant. The fair value of performance based restricted stock units (“PRSU”s) is determined using the Monte Carlo simulation model. Stock-based compensation expense related to earningsstock option awards is recognized over the requisite service period in which the award was earned, depending on the terms and conditions of the award and the nature of the relationship between the recipient and the Company. For employees and management, the fair value is charged to earnings on an accelerated basis over the vesting period of the award. For consultants, the fair value is charged to earnings over the term of the service period, with unvested amounts revalued at each reporting period over the service period.accelerating basis. Forfeitures are accounted for whenas they occur.   From timeThe Company’s estimates may be impacted by certain variables including, but not limited to, time,stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company issues shares of its common stock as compensation to the Company’s directors, officersCompany's performance and employees and for various consulting services. The fair values of the shares are measured using the closing price of the Company’s shares on the issuance date.related tax impacts.   Earnings (Loss) PerPer Common Share   Basic earnings (loss)or loss per share includes no potential dilution and is computed by dividing the earnings (loss)or loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss)or loss per share reflect the potential dilution of securities that could share in the earnings (loss)or loss of our Company. Since our Company has reported net losses since inception, all outstanding stock options, share purchase warrants, RSUs and PRSUs were excluded from the Company.computation of diluted loss per share as their effects would be anti-dilutive.   Recently RecentlyAdopted Accounting Standards   In August 2014,February 2016 the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15: DisclosureASC 2016-02, “Leases”, (Topic “842”), together with subsequent amendments. The new standard requires a lessee to recognize on its balance sheet a liability to make lease payments (the lease liability) and ROU asset representing the right to the underlying asset for the lease term. Effective August 1, 2019, we adopted this new standard using the modified retrospective approach with a cumulative-effect adjustment recorded at the beginning of Uncertainties about an Entity’s Abilitythe period of adoption. Therefore, upon adoption, we have recognized and measured leases without revising comparative period information or disclosure. We elected the package of practical expedients permitted under the transition guidance, which applies to Continue asexpired or existing leases and allows our Company not to reassess whether a Going Concern (“ASU 2014-15”), which provides guidancecontract contains a lease, the lease classification and any initial direct costs incurred. We elected the following optional practical expedients: ● we elected the short-term lease recognition exemption whereby ROU assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year; ● we elected the land easements practical expedient whereby existing land easements are not reassessed under the new standard; ● we elected hindsight practical expedient when determining lease term; and ● we elected the practical expedient not to separate non-lease components from lease components. Based on determining when and how to disclose going-concern uncertaintiescontracts outstanding at August 1, 2019, the adoption of the new standard resulted in the financial statements. ASU 2014-15 requires management to perform interimrecognition of operating lease ROU assets of $876,590, including $92,235 reclassified from Prepaid Expenses and annual assessmentsDeposits and lease liabilities 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.The Company adopted ASU 2014-15 effective August 1, 2016 for the fiscal year ended July 31, 2017.$784,355. Adoption of this standard hasdid not hadhave a significantmaterial impact on the Company’s consolidated financial statements. In March 2016, FASB issued Accounting Standards Update No. 2016-09: Improvement to Employee Share-Based Payment Accounting (“ASU 2016-09”), as partour Consolidated Statements of its simplification initiative. ASU 2016-09 allows an entityOperations and Comprehensive Loss and our Consolidated Statements of Cash Flows. See Note 12: Lease Liabilities herein for additional qualitative and quantitative disclosures related 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. The Company has made an election to account for forfeitures when they occur effectiveAugust 1, 2016 for Fiscal 2017. The election of this standard has not had a significant impact on the Company’s consolidated financial statements.leasing arrangements.   F-14 F-11   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 20172020   Accounting Policies Not Yet Adopted In May 2014, FASB issued ASU 2014-09, which provides a comprehensive revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition to achieve the objective of recognizing revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The five-step model includes: (i) identifying the contract; (ii) identifying the separate performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the separate performance obligations; and (v) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2017 and early adoption is not permitted. Accordingly, the Company will adopt the standard effective August 1, 2018. Companies are allowed to use either full retrospective or modified retrospective adoption. The Company continues to evaluate the impact of the adoption of this standard up to August 1, 2018 but doesn’t anticipate the adoption of this standard will have a significant impact on its consolidated financial statements. NOTE 3: ACQUISITON OF ALTO PARANA TITANIUM PROJECT On March 4, 2016, the Company entered into a share purchase and option agreement (the “Share Purchase and Option Agreement”) with CIC Resources Inc. (the “CICRI”) pursuant to which the Company acquired all of the issued and outstanding shares of JDL Resources Inc. (“JDL”; the “JDL Acquisition” ), a wholly-owned subsidiary of the CICRI. As consideration, the Company issued 1,333,560 restricted common shares and paid $50,000 in cash to CICRI to complete the JDL Acquisition. Pursuant to the Share Purchase and Options Agreement, the Company was granted an option to acquire all of the issued and outstanding shares of CIC Resources (Paraguay) Inc. (“CIC”; the “CIC Option”), a wholly-owned subsidiary of CICRI.  CIC is the beneficial owner of Paraguay Resources Inc. which is the 100% owner of certain titanium mineral concessions (collectively, the “Alto Paraná Titanium Project”), located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay. On June 29, 2017, the Share Purchase and Option Agreement was amended, among other things, to increase the CIC Option payment from $250,000 to $275,000. On July 7, 2017, the Company exercised the CIC Option to acquire all of the issued and outstanding shares of CIC (the “CIC Acquisition”). As a result, the Company now controls 100% of the Alto Paraná Titanium Project, which covers an area of 174,200 acres under five mining permits. In accordance with the terms of the Share Purchase and Option Agreement, the Company issued 664,879 restricted common shares of the Company with a fair value of $1,070,455 (the “Consideration”) to settle certain payables totaling $1,021,453, which were comprised of the CIC Option exercise payment of $275,000 and the property maintenance costs of $746,453 (included in Mineral Property Expenditures in Note 4) incurred by CIC since the execution of the Share Purchase and Option Agreement. As a result, a loss of $49,002 on settlement of liabilities was recognized on the consolidated statements of operations and comprehensive loss. In accordance with ASC 360: Property, Plant and Equipment, the JDL Acquisition in March 2016 and the CIC Acquisition in July 2017 are accounted for as asset acquisitions as it was determined that the operations of JDL and CIC do not meet the definition of a business as defined in ASC 805: Business Combinations.    F-15 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 At March 4, 2016, the fair value of the consideration transferred and its allocation to the identifiable assets acquired and liabilities assumed from JDL are summarized as follows: Consideration transferred       1,333,560 UEC common shares at $0.92 per share   $ 1,226,875   Cash consideration     50,000   Amount payable upon exercise the CIC Option     250,000   Transaction costs     63,090       $ 1,589,965             Assets acquired and liabilities assumed         Cash and cash equivalents   $ 3,916   Prepaid expenses     3,804   Land     344,376   Other long-term asset     1,553,388   Due to CIC     (315,519 )     $ 1,589,965   Prior to the exercise of the CIC Option, the Company held a variable interest in CIC but was not the primary beneficiary due to the fact that the Company did not have the power over decisions that could significantly affect CIC’s economic performance. Accordingly, at July 31, 2016, the Company did not consolidate the results of CIC and instead reported as other long-term asset of $1,553,388, which effectively represented the amount paid in advance for CIC’s assets totaling $1,303,388 and $250,000 to be paid at that time for the exercise of the CIC Option. Upon exercise of the CIC Option on July 7, 2017, the fair value of consideration transferred and its allocation to the identifiable assets acquired and liabilities assumed from CIC are summarized as follows: Consideration transferred         Consideration previously transferred   $ 1,303,388   CIC Option exercise payment     275,000   Transaction costs     57,926       $ 1,636,314             Assets acquired and liabilities assumed         Cash   $ 34,972   Prepaid expenses     18,727   Due from JDL     279,489   Mineral rights & properties     1,433,030   Accounts payable & accrued liabilities     (26,954 ) Asset retirement obligation     (102,950 )     $ 1,636,314   Prior to the exercise of the CIC Option, JDL made payments of $36,030 on behalf of CIC and as a result, the balance between JDL and CIC of $315,519, which was reported as other long-term liability at July 31, 2016, was reduced to $279,489 on July 7, 2017. Upon exercise of the CIC Option, the balance between JDL and CIC was eliminated upon consolidation. In addition to the Consideration, the Company has also granted CICRI a 1.5% net smelter returns royalty (the “Royalty”) on the Alto Parana Titanium Project. The Company has the right, exercisable at any time for a period of six years following exercise of the CIC Option, to acquire 0.5% of the Royalty at a purchase price of $500,000. The Royalty has not been valued as part of the Consideration due to the uncertainty of the timing and amount of Royalty payments. F-16 NOTE 3: URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 The Company is required to pay annual maintenance fees totaling $146,000 for the Alto Parana Titanium Project. NOTE 4: MINERAL RIGHTS AND PROPERTIES   Mineral Rights   At July 31, 2017, the Company2020, we had mineral rights in the States of Arizona, Colorado, New Mexico, Texas and Wyoming, in Canada and the Republic ofin Paraguay. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. At July 31, 2017,2020, annual maintenance payments of approximately $1,625,000$1,506,000 were required to maintain these mineral rights.   MineralThe carrying value of these mineral rights and property acquisition costs consisted of the following:     July 31, 2017     July 31, 2016   Mineral Rights and Properties                 Palangana Mine   $ 6,285,898     $ 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   Alto Paraná Titanium Project     1,433,030       -   Other Property Acquisitions     91,080       234,248         42,755,064       41,728,434   Accumulated Depletion     (3,929,884 )     (3,929,884 )       38,825,180       37,798,550                     Databases     2,410,038       2,410,038   Accumulated Amortization     (2,392,196 )     (2,364,019 )       17,842       46,019                     Land Use Agreements     404,310       404,310   Accumulated Amortization     (315,356 )     (274,928 )       88,954       129,382       $ 38,931,976     $ 37,973,951   During Fiscal 2017, the Company abandoned the 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 the consolidated statements of operations.are as follows:    F-17     July 31, 2020     July 31, 2019   Mineral Rights and Properties                 Palangana Mine   $ 6,027,784     $ 6,027,784   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   Anderson Project     3,470,373       3,470,373   Workman Creek Project     799,854       699,854   Los Cuatros Project     257,250       257,250   Slick Rock Project     30,000       -   Reno Creek Project     31,527,870       31,527,870   Diabase Project     546,938       546,938   Yuty Project     11,947,144       11,947,144   Oviedo Project     1,133,412       1,133,412   Alto Paraná Titanium Project     1,433,030       1,433,030   Other Property Acquisitions     91,080       91,080         67,581,387       67,451,387   Accumulated Depletion     (3,929,884 )     (3,929,884 )       63,651,503       63,521,503                     Databases     2,410,038       2,410,038   Accumulated Amortization     (2,410,038 )     (2,409,188 )       -       850                     Land Use Agreements     48,770       404,310   Accumulated Amortization     (44,770 )     (389,768 )       4,000       14,542       $ 63,655,503     $ 63,536,895     URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 During Fiscal 2016, the Company abandoned certain mineral interests at projects located in Colorado, New Mexico and Wyoming having a combined acquisition cost of $97,114. As a result, an impairment loss on mineral properties of $97,114 was reported on the consolidated statement of operations. During Fiscal 2015, the Company abandoned certain mineral interests which were outside of the previously established mineralized materials at the Salvo Project with a combined acquisition cost of $349,805. As a result, an impairment loss on mineral property of $349,805 was reported on the consolidated statement of operations. The Company hasWe have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, for any of itsour mineral projects. The Company hasWe have established the existence of mineralized materials for certain uranium projects, including the Palangana Mine. Since the Companywe 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.   The Palangana Mine has been the Company’s sole source for the uranium concentrates sold to generate its sales revenues from uranium concentrates. The Palangana Mine generated revenues during Fiscal 2015,2012, Fiscal 2013 and 2012,Fiscal 2015, with no sales revenues generated during Fiscal 2017, Fiscal 2016, Fiscal 2014 and prior to Fiscal 2012.any other fiscal years. The economic viability of the Company’s mining activities, including the expected duration and profitability of the Palangana Mine and of any future satellite ISR mines, such as the Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, hasand the Reno Creek Project in Wyoming, have 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. The Company’sOur 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.   The estimated depletion and amortization of mineral rights and properties for the next five fiscal years are as follows: Fiscal 2018   $ 52,028   Fiscal 2019     39,376   Fiscal 2020     11,350   Fiscal 2021     1,542   Fiscal 2022     291,132   Total   $ 395,428   F-18 F-12   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 20172020 During the year ended July 31, 2019 (“Fiscal 2019”), we completed a royalty purchase agreement (the "Royalty Purchase Agreement") whereby Uranium Royalty Corp (“URC”) purchased from our Company a 1% net smelter return royalty, for uranium only, on each of our Slick Rock Project, Workman Creek Project and Anderson Project. URC is an entity investing in the uranium sector over which our Company has the ability to exercise significant influence. Refer to Note 6: Equity-Accounted Investment herein. On December 4, 2018, we closed the Royalty Purchase Agreement and received 12,000,000 common shares of URC (the “Consideration Shares”) with a fair value of $9,077,842. The fair value of the Consideration Shares, net of transaction costs of $55,787, was allocated to the respective underlying projects based on their identified mineral resources as follows: Fair value of Consideration Shares   $ 9,077,842   Transaction costs     55,787   Net consideration   $ 9,022,055   Net consideration allocation to:   Allocation %   Net Consideration Allocation   Anderson Project     63 %   $ 5,683,895   Workman Creek Project     12 %     1,082,646   Slick Rock Project     25 %     2,255,514         100 %   $ 9,022,055   The net consideration allocation amounts have reduced the carrying value of the Anderson Project by $5,683,895, the Workman Creek Project by $1,082,646 and the Slick Rock Project by $676,650. The net consideration of $2,255,514 allocated to the Slick Rock Project exceeded its then carrying value of $676,650 by $1,578,864, which was recorded as a gain on disposition of asset and included in our Consolidated Statements of Operations and Comprehensive Loss for Fiscal 2019. F-13 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020    Mineral property expenditures incurred by major projects were as follows:     Year Ended July 31,     Year Ended July 31,     2017     2016   2015     2020     2019     2018   Mineral Property Expenditures                                                 Palangana Mine   $ 880,633     $ 1,273,002     $ 2,147,293     $ 1,342,927     $ 1,027,139     $ 1,047,635   Goliad Project     114,286       92,588       105,282       190,278       96,789       105,264   Burke Hollow Project     1,020,965       1,034,888       1,316,321       1,130,467       1,616,601       675,605   Longhorn Project     32,796       10,149       66,135       17,023       45,848       14,401   Salvo Project     37,551       34,289       54,462       28,318       35,923       36,056   Anderson Project     68,303       178,212       240,519       71,170       81,414       68,167   Workman Creek Project     31,265       32,820       31,702       32,700       30,709       31,300   Slick Rock Project     44,231       53,861       53,313       52,521       53,843       52,218   Reno Creek Project     596,551       655,807       1,278,959   Yuty Project     365,517       388,840       392,879       65,679       102,882       425,298   Oviedo Project     331,798       569,077       564,501       350,211       288,324       119,082   Alto Paraná Titanium Project (Note 3)     800,023       -       -   Alto Paraná Titanium Project     230,350       168,956       175,768   Other Mineral Property Expenditures     580,275       701,831       733,673       474,208       557,497       522,398   Revaluation of Asset Retirement Obligations     (187,255 )     (308,398 )     -       -       (274,195 )     -     $ 4,120,388     $ 4,061,159     $ 5,706,080     $ 4,582,403     $ 4,487,537     $ 4,552,151     Palangana Mine, TexasUnited States Projects   ● Palangana Mine, Texas The Company holds We hold various mining lease and surface use agreements granting the Companyus the exclusive right to explore, develop and mine for uranium at the Palangana Mine, a 6,987-acre6,987 acre property located in Duval County, Texas, approximately 100 miles south of theour Hobson Processing Facility. These agreements are subject to certain royalty and overriding royalty interests indexed to the sale price of uranium and generally have an initial five-year term with extension provisions.   During Fiscal 2017,2019, the asset retirement obligations (“ARO”) offor the Palangana Mine werewas revised due to changes in the estimated timing of restoration and reclamation ofat the Palangana Mine, resulting inMine. As a result, the corresponding mineral rights and properties beingwas reduced by $157,130,$258,114 and a credit amount for re-valuation of revaluation ofthe ARO totaling $187,255 being$274,195 was recognized as a result of a downward adjustment to the fully depleted underlying mineral rights and properties, which was recorded against the mineral property expenditures for the Palangana Mine. Refer to Note 10:11: Asset Retirement Obligations.Obligations herein.   During Fiscal 20172020, Fiscal 2019, and Fiscal 2016, the Company2018, we continued with the strategic plan of reduced operations implemented in Fiscal 2014 and further reduced operations at the Palangana Mine to capture residual uranium only. As a result, no depletion for the Palangana Mine was recorded on the Company’sour consolidated financial statements.   At July 31, 2017, capitalized costs of the Palangana Mine were $6,285,898 (July 31, 2016: $6,443,028), less accumulated depletion of $3,929,884 (July 31, 2016: $3,929,884), for a net book value of $2,356,014 (July 31, 2016: $2,513,144). ● Goliad Project, Texas   Goliad Project, Texas The Company holdsWe hold various mining lease and surface use agreements granting the Companyus the exclusive right to explore, develop and mine for uranium at the Goliad Project, a 1,139-acre995 acre property located in Goliad County, Texas. These agreements are subject to certain fixed royalty interests based on net proceeds from sales or indexed to the salesales price of uranium and have an initial five-year term with extension provisions. At July 31, 2017, capitalized costs totaled $8,689,127 (July 31, 2016: $8,689,127). F-19   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ● JULY 31, 2017 Burke Hollow Project, Texas   Burke Hollow Project, Texas The Company holdsWe hold various mining lease and surface use agreements granting the Companyus the exclusive right to explore, develop and mine for uranium at the Burke Hollow Project, a 19,335-acre19,335 acre property located in Bee County, Texas. These agreements are subject to certainfixed royalty interests indexed to the sale price of uraniumbased on net proceeds from sales and have an initial five-year term with extension provisions. At July 31, 2017, capitalized costs totaled $1,495,750 (July 31, 2016: $1,495,750).   F-14 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 ● Longhorn Project, Texas   The Company holdsWe hold various mining lease and surface use agreements granting the Companyus the exclusive right to explore, develop and mine for uranium at the Longhorn Project, a 651-acre651 acre property located in Live Oak County, Texas. These agreements are subject to certain royalty interests indexed to the sale price of uranium and have an initial five-year term with extension provisions. At July 31, 2017, capitalized costs totaled $116,870 (July 31, 2016: $116,870).   ● Salvo Project, Texas   The Company holdsWe hold various mining lease and surface use agreements granting the Companyus the exclusive right to explore, develop and mine for uranium at the Salvo Project, a 1,514-acre1,340 acre property located in Bee County, Texas. These agreements are subject to certain royalty interests indexed to the salesales price of uranium and have an initial five-year term with extension provisions. At July 31, 2017, capitalized costs totaled $14,905 (July 31, 2016: $14,905).   ● Anderson Project, Arizona   The Company holdsWe hold an undivided 100% interest in contiguous mineral lode claims and state leases inat the Anderson Project, a 8,268-acre8,268 acre property located in Yavapai County, Arizona. At During Fiscal 2019, in connection with the closing of the Royalty Purchase Agreement with URC, and as a result of allocation of the net consideration amount to the Anderson Project, the carrying value of the Anderson Project was reduced from $9,154,268 at July 31, 2017, capitalized costs totaled $9,154,268 (July2018 by $5,683,895 to a carrying value of $3,470,373 at July 31, 2016: $9,154,268).2019 and July 31, 2020.   ● Workman Creek Project, Arizona   The Company holdsWe hold an undivided 100% interest in contiguous mineral lode claims in the Workman Creek Project, a 4,036-acre4,036 acre property located in Gila County, Arizona. The Workman Creek Project is subject to a 3.0% net smelter royalty requiring an annual advance royalty payment of $50,000 for 2016 and 2017, and $100,000 thereafter. The Company hasWe have an exclusive right and option to acquire one-half (1.5%)1.5% of the net smelter royalty for $1,000,000 at any time until January 21, 2024. Additionally, certain individuals hold an option to acquire a 0.5% net smelter royalty exercisable by paying the Company the sum of $333,340 at any time until January 21, 2024.   During Fiscal 2017,2020, advance royalty payments of $100,000 (Fiscal 2019: $125,000) were capitalized as Mineral Rights and Properties and added to the Company issued 46,800 restricted shares with a faircarrying value of $48,672the Workman Creek Project. During Fiscal 2019, in connection with the closing of the Royalty Purchase Agreement with URC, and as an advance royalty payment fora result of allocation of the net consideration amount to the Workman Creek Project, whichthe carrying value of the Workman Creek Project was capitalized as Mineral Rights & Properties on the consolidated balance sheet.reduced by $1,082,646.   At July 31, 2017, capitalized costs totaled $1,520,680 (July 31, 2016: $1,472,008). ● Los Cuatros Project, Arizona   Los Cuatros Project, Arizona The Company holdsWe hold an undivided 100% interest in a state lease in the Los Cuatros Project, a 640-acre640 acre property located in Maricopa County, Arizona. At July 31, 2017, capitalized costs totaled $257,250 (July 31, 2016: $257,250).   ● Slick Rock Project, Colorado   The Company holdsWe hold an undivided 100% interest in contiguous mineral lode claims in the Slick Rock Project, a 5,333-acre5,333 acre property located in San Miguel County, Colorado. Certain claims of the Slick Rock Project are subject to a 1.0% or 3.0% net smelter royalty, the latter requiring an annual advance royalty payment of $30,000 beginning in November 2017.   F-20 F-15   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020    During Fiscal 2016,2020 and Fiscal 2019, advance royalty payments of $30,000 and $30,000, respectively, were capitalized as Mineral Rights and Properties on our Consolidated Balance Sheets for those fiscal years. During Fiscal 2019, in connection with the Company abandoned certain mineral interests inclosing of the Royalty Purchase Agreement with URC and as a result of allocation of the net consideration amount of $2,255,514 to the Slick Rock project with acquisition costProject, the carrying value of $45,621. Asthe Slick Rock Project was reduced by $676,650, and a result, an impairment lossgain on mineral propertiesdisposition of $45,621asset of $1,578,864 was reported on the consolidated statementrecognized and included in our Consolidated Statements of operationsOperations and comprehensive loss inComprehensive Loss for Fiscal 2016.2019.   At July 31, 2017, capitalized acquisition costs totaled $615,650 (July 31, 2016: $615,650). Yuty Project, Paraguay ● Reno Creek Project, Wyoming   The Company holds an undividedconsolidated Reno Creek Project consists of U.S. federal mineral lode claims, state mineral leases, various private mineral leases and certain surface use agreements which grant us the exclusive right to explore, develop and mine for uranium on a 18,763 acre area in Campbell County, Wyoming.  The mineral leases and surface use agreements are subject to certain royalty interests with terms ranging from five to 20 years, some of which have extension provisions. Canadian Project ● Diabase Project, Canada We hold a 100% interest in the Diabase Project which covers an area of 54,236 acres in 10 claim blocks located on the southern rim of the Athabasca Basin uranium district in Saskatchewan, Canada. Paraguay Projects During Fiscal 2018 and Fiscal 2019, we had communications and filings with the Ministry of Public Works and Communications (“MOPC”), the mining regulator in Paraguay, whereby the former MOPC took the position that certain concessions forming part of the Company’s Yuty and Alto Parana Projects were not eligible for extension as to exploration or continuation to exploitation in their current stages. While we remain fully committed to our development path forward in Paraguay, we have filed certain applications and appeals in Paraguay to reverse the MOPC’s position in order to protect our continuing rights in those concessions. ● Yuty Project, Paraguay The Yuty Project is a 289,680 acre property under one exploitation concession in the Yuty Project, a 289,680-acre property located in Paraguay. The Yuty Project is subject to an overriding royalty of $0.21 per pound of uranium produced from the Yuty Project. At July 31, 2017, capitalized costs totaled $11,947,144 (July 31, 2016: $11,947,144).   ● Oviedo Project, Paraguay   The Company holds an undivided 100% interest inOviedo Project is a 223,749 acre property under one exploration permit in the Oviedo Project, a 464,548-acre property located in Paraguay. The Oviedo Project is subject to a 1.5% gross overriding royalty over which the Company haswe have an exclusive right and option at any time to acquire one-half percent (0.5%)0.5% for $166,667 and a right of first refusal to acquire all or any portion of the remaining one percent (1.0%). At July 31, 2017, capitalized costs totaled $1,133,412 (July 31, 2016: $1,133,412)1.0%.   NOTE 5: ● Alto Paraná Titanium Project, Paraguay The Alto Paraná Titanium Project is a 174,200 acre property under certain titanium mineral concessions, located in the departments of Alto Parana and Canindeyú in Paraguay.  The Alto Paraná Titanium Project is subject to a 1.5% net smelter returns royalty. We have the right, exercisable to July 2023, to acquire 0.5% of the net smelter royalty at a purchase price of $500,000. F-16 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 NOTE 4: PROPERTY, PLANT AND EQUIPMENT   Property, plant and equipment consisted of the following:     July 31, 2017     July 31, 2016     July 31, 2020     July 31, 2019     Cost     Accumulated Depreciation     Net Book  Value     Cost   Accumulated Depreciation     Net Book Value     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     $ 6,642,835     $ (773,933 )   $ 5,868,902     $ 6,642,835     $ (773,933 )   $ 5,868,902   Mining Equipment     2,438,681       (2,378,737 )     59,944       2,438,920       (2,256,901 )     182,019       2,393,579       (2,342,518 )     51,061       2,467,557       (2,402,681 )     64,876   Logging Equipment and Vehicles     1,971,742       (1,825,389 )     146,353       1,962,895       (1,801,811 )     161,084       1,924,969       (1,736,806 )     188,163       1,950,229       (1,730,905 )     219,324   Computer Equipment     582,980       (565,223 )     17,757       586,116       (555,972 )     30,144       550,243       (486,467 )     63,776       572,551       (546,652 )     25,899   Furniture and Fixtures     170,701       (168,248 )     2,453       172,348       (167,966 )     4,382       170,701       (169,946 )     755       170,701       (169,379 )     1,322   Land     519,520       -       519,520       519,520       -       519,520   Land and Buildings     889,606       (42,446 )     847,160       889,606       (27,570 )     862,036     $ 12,502,712     $ (5,711,530 )   $ 6,791,182     $ 12,498,887     $ (5,556,583 )   $ 6,942,304     $ 12,571,933     $ (5,552,116 )   $ 7,019,817     $ 12,693,479     $ (5,651,120 )   $ 7,042,359     Hobson Processing Facility   During Fiscal 2017,2019, the ARO for the Hobson Processing Facility was revised due to changes in the estimated timing of decommissioning activities, which resulted in a reduction of $176,253 to the ARO asset of the Hobson Processing Facility. During Fiscal 2020, Fiscal 2019 and Fiscal 2018, no material amount of uranium concentrate was processed at the Hobson Processing Facility due to the further reduced operations at the Palangana Mine. As a result, no depreciation for the Hobson Processing Facility was recorded on the consolidated financial statementsin our Consolidated Financial Statements for Fiscal 2017.these fiscal years.   NOTE 6:5: RECLAMATION DEPOSITS RESTRICTED CASH   Reclamation deposits include interestRestricted cash includes cash and non-interest bearing deposits issuedcash equivalents and money market funds as collateral for various bonds posted in the Statesfavor of applicable state regulatory agencies in Arizona, Texas and Wyoming, relating to exploration, pre-extraction, extractionfor estimated reclamation costs associated with our Palangana Mine, Hobson Processing Facility, Reno Creek Project and Anderson Project. Restricted cash will be released upon completion of reclamation activitiesof a mineral property or restructuring of a surety and collateral arrangement.     July 31, 2020     July 31, 2019   Restricted cash, beginning of period   $ 1,821,392     $ 1,789,899   Interest received     17,824       31,493   Restricted cash, end of period   $ 1,839,216     $ 1,821,392   Cash, cash equivalents and restricted cash are included in the respective states. Reclamation deposits consisted of the following:following accounts at July 31, 2020 and 2019:   F-21     July 31, 2020     July 31, 2019   Cash and cash equivalents   $ 5,147,703     $ 6,058,186   Restricted cash     1,839,216       1,821,392   Total cash, cash equivalents and restricted cash   $ 6,986,919     $ 7,879,578     F-17   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020       July 31, 2017     July 31, 2016   Palangana Mine   $ 1,102,981     $ 1,102,981   Hobson Processing Facility     587,228       587,228   Arizona     15,000       15,000   Wyoming     819       818       $ 1,706,028     $ 1,706,027      NOTE 7: 6: EQUITY-ACCOUNTED INVESTMENT   InDuring Fiscal 2019, we closed the Royalty Purchase Agreement and received 12,000,000 Consideration Shares of URC, which increased our holdings to 14,000,000 URC shares, representing a 32.6% interest in URC at July 2017,31, 2019. Refer to Note 3: Mineral Rights and Properties herein. During Fiscal 2020, URC completed an initial public offering and is now listed for trading on the Company participatedTSX Venture Exchange. As at July 31, 2020, the fair value of our investment in URC was approximately $12.1 million. As at July 31, 2020, we owned a private placement of Uranium Royalty Corp. (“URC”19.5% (July 31, 2019: 32.6%; July 31, 2018: 11.3%), a private entity investing interest in the uranium sector, paying $151,676 in cash to acquire 2,000,000 common shares of URC. In addition, one officertwo of the Company was appointed as a memberour officers are members of theURC’s board of directors, one of URC. At the date that the consolidated financial statements are issued, the Company owns a 16.0% interest and certain officerswhich is also an officer of the Company collectively own an additional 12.8% interest in URC. As a result, the Company has theconsequence, our ability to exercise significant influence over URC’s operating and financialfinancing policies continued to exist at July 31, 2020. During Fiscal 2020, Fiscal 2019 and Fiscal 2018, the changes in accordance with ASC 323: Investments – Equity Method and Joint Ventures,carrying value of the investment in URC is accounted forare summarized as an equity investment.follows:   Balance, July 31, 2017   $ 151,676   Share of income from URC     29,001   Gain on ownership interest dilution     394,656   Share of other comprehensive income     118,169   Balance, July 31, 2018     693,502   Share consideration received from sale of royalty interests     9,077,842   Share of loss from URC     (1,858,901 ) Gain on ownership interest dilution     755,545   Translation gain     12,461   Balance, July 31, 2019     8,680,449   Share of loss from URC     (89,073 ) Gain on ownership interest dilution     3,056,656   Translation loss     (132,705 ) Balance, July 31, 2020   $ 11,515,327   URC is a recently incorporated company with an immaterial amount of expenses incurred since the Company’s investment. As a result, the Company did not record its share of any loss from URC and at NOTE 7: OTHER NON-CURRENT ASSETS At July 31, 2017, the equity-accounted investment2020, other non-current assets totaled $151,676$769,875 (July 31, 2016:2019: $249,214), which included ROU assets relating to the operating leases of $653,304 (July 31, 2019: $Nil) and the non-current portion of certain prepaid expenses of $116,571 (July 31, 2019: $249,214).   NOTE 8:8: DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS   During Fiscal 2017, the Company2020, we incurred $174,299$98,150 (Fiscal 2016: $164,566;2019: $149,692 and Fiscal 2015: $148,602)2018: $148,081) in general and administrative costs paidexpenses due to Blender Media Inc. (“Blender”), a company controlled by Arash Adnani, the brothera direct family member of our President and Chief Executive Officer, for various services, including information technology, corporate branding, media, website design, maintenance and hosting, provided to theour Company.   During Fiscal 2017, the Company2018, we issued 148,368 restricted common104,706 shares with a fair value of $170,060$141,678 as settlement of the equivalent amounts owed to Blender. As a result, no gain or loss on settlement of liabilities was recognized on the consolidated statements of operation and comprehensive loss. During Fiscal 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 liabilities of $11,367 was recognized on the consolidated statements of operations and comprehensive loss. During Fiscal 2015, the Company issued 15,000 restricted common shares with a fair value of $18,150 to Blender for consulting services, which was included in general and administrative expenses.   At July 31, 2017,2020, amounts owed to Blender totaled $768$31,334 (July 31, 2016: $Nil)2019: $68,680). These amounts are unsecured, non-interest bearing and due on demand.   F-22 During Fiscal 2019, we closed the Royalty Purchase Agreement and received 12,000,000 Consideration Shares of URC. Refer to Note 6: Equity-accounted Investment herein.   F-18   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020   NOTE 9:9: LONG-TERM DEBT   On February 9, 2016, the CompanyDecember 5, 2018, we entered into a second amended and restated credit agreement (the “Secondthe Third Amended and Restated Credit Agreement”)Agreement with the lenders,each of Sprott Resource Lending Partnership, CEF (Capital Markets) Limitedas agent, and Resource Income Partners Limited Partnershipour remaining lenders and participants (collectively, the “Lenders”), whereby the Companywe and the Lenders agreed to certain further amendments to theour $20,000,000 senior secured credit facility (the “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 key terms of the SecondThird Amended and Restated Credit Agreement are summarized as follows:   · ● extension of the maturity date from July 31, 2017January 1, 2020 to January 1, 2020;31, 2022; · ● deferral of the prior monthly principal payments (eachuntil the new maturity date of which is equal to one-twelfth of the principal balance then outstanding) commencement date from JulyJanuary 31, 2016 to February 1, 2019;2022; · ● re-pricing and extension issuance on signing in Fiscal 2019 of the existing bonus warrants comprised of 2,600,000 share purchase warrants, with each warrant exercisable for one share of common stock of the Company at an exercise price reduced from $2.50 to $1.35 per share until expiry, extended by a further one and a half years from July 30, 2018 to January 30, 2020, subject to accelerated exercise whereby, upon notification by the Company, the warrant holders will have 30 days to exercise their warrants should the ten trading-day volume-weighted average price of the Company’s shares equal or exceed $2.70; · issuance of secondthird extension fee shares equal to 4%7% of the principal balance outstanding or $800,000$1,400,000 paid to the Lenders by way of the issuance of 959,613 restricted common1,180,328 shares of the Company with a price per share based on a 10% discount to the five trading-day volume-weighted average price of the Company’s shares;Company; and · ● payment of anniversary fees to the Lenders on each of February 1, 2017, 2018November 30, 2019, 2020 and 2019,2021, of 5.5%7%, 4.5%6.5% and 4.5%6%, respectively, of the principal balance then outstanding, if any, payable at the option of the Company in cash or shares of the Company with a price per share calculated asat a 10% discount to the five trading-day volume-weighted average price of the Company’s shares immediately prior to the applicable date; and · maintenance at all times of a working capital ratio of not less than 1:1. The working capital ratio is calculated by dividing current assets by current liabilities, excluding the effects of principal payments on the determination of working capital.date.   Under the terms of the SecondThird Amended and Restated Credit Agreement, the non-revolving Credit Facility hasremains non-revolving with an amended term from inception of 8.5 years maturing on January 31, 2022, subject to an interest rate of 8% per annum, compounded and payable on a monthly basis. An underlying effective interest rate of 14.28%16.67% has been calculated under the assumption that the Company will carry the full principal balance of $20,000,000 to its contractual maturity on January 1, 202031, 2022 without exercising the prepayment feature and therefore,where we can repay a partial or the full amount of principal without causing any penalties. Therefore, the anniversary fee payments of $1,100,000, $900,000$1,400,000, $1,300,000 and $900,000,$1,200,000, which are calculated on the full principal balance, then outstanding and can be made in shares or cash at the Company’s discretion, will become due on each of February 1, 2017, 2018November 30, 2019, 2020 and 2019,2021, respectively.   The SecondThird Amended and Restated Credit Agreement supersedes, in their entirety, the Second Amended and Restated Credit Agreement, ofdated and effective February 9, 2016, the Amended and Restated Credit Agreement, dated and effective March 13, 2014, and the Credit Agreement, dated ofand effective July 30, 2013. F-23 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 The incremental value associated2013, with the re-pricing and extension of the bonus warrants was determined to be $104,915 and has been recorded as an additional discount on long-term debt. The incremental value was determined using the Black-Scholes option pricing model using the following assumptions:our Lenders. Expected Life in Years 3.98 Expected Annual Volatility 71.10 % Expected Risk Free Interest Rate 1.00 % Expected Dividend Yield       0.00 %   At July 31, 2017,2020, long-term debt consisted of the following:     July 31, 2017     July 31, 2016     July 31, 2020     July 31, 2019   Principal amount   $ 20,000,000     $ 20,000,000     $ 20,000,000     $ 20,000,000   Unamortized discount     (745,165 )     (801,822 ) Unamortized discount and accrued fees     (130,523 )     (400,037 ) Long-term debt, net of unamortized discount   $ 19,254,835     $ 19,198,178     $ 19,869,477     $ 19,599,963     During Fiscal 2017,2020 and pursuant to the terms of the Third Amended and Restated Credit Agreement, we issued an aggregate of 1,743,462 shares with a fair value of $1,400,000, representing 7% of the $20,000,000 principal balance outstanding at October 31, 2019, as payment of anniversary fees to the Lenders. During Fiscal 2018 and pursuant to the terms of the Second Amended and Restated Credit Agreement, the Companywe issued 738,503 restricted common 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. In Fiscal 2017, the amortization of debt discount totaled $1,156,657 (Fiscal 2016: $1,245,615; Fiscal 2015: $1,353,773), which was recorded as interest expense and included in the consolidated statements of operations and comprehensive loss. During Fiscal 2016, prior to the execution of the Second Amended and Restated Credit Agreement, and pursuant to the terms of the Amended and Restated Credit Agreement of March 13, 2014, the Company paid bonus shares to its lenders through the issuance of 752,320 restricted common641,574 shares with a fair value of $900,000, representing 4.5% of the $20,000,000 principal balance outstanding at JulyJanuary 31, 2015.2018, as payment of anniversary fees to the Lenders. In Fiscal 2020, the amortization of debt discount and accrued fees totaled $1,669,514 (Fiscal 2019: $1,464,989; Fiscal 2018: $1,180,139), which was recorded as interest expense and included in our Consolidated Statements of Operations and Comprehensive Loss.   The shares issued to the Lenders either as anthe third extension fees or the anniversary fee or as a bonusfees have been recorded as discounts on long-term debt, which are amortized using the respective effective interest raterates at the time of issuance over the remaining contractual life of the long-term debt.   The aggregate yearly maturities of long-term debt based on principal amounts outstanding at July 31, 20172020 are as follows:   Fiscal 2018   $ -   Fiscal 2019     10,000,000   Fiscal 2020     10,000,000   Total   $ 20,000,000   Fiscal 2021   $ -   Fiscal 2022     20,000,000   Total   $ 20,000,000   F-19   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 NOTE 10: GOVERNMENT LOAN PAYABLE In April 2020, our Canadian subsidiary received a loan of $29,842 (CAD$40,000) through the CEBA Program, which provides financial relief for Canadian small businesses during the COVID-19 pandemic. The CEBA Loan has an initial term date on December 31, 2022 (the “Initial Term Date”) and may be extended to December 31, 2025. The CEBA Loan is non-revolving, with an interest rate being 0% per annum prior to the Initial Term Date and 5% per annum thereafter during any extended term, which is calculated daily and paid monthly. The CEBA Loan can be repaid at any time without penalty and, if at least 75% of the CEBA Loan is paid prior to the Initial Term Date, the remaining balance of the CEBA Loan will be forgiven. We anticipate repaying the CEBA Loan prior to the Initial Term Date. On April 28, 2020, we entered into a business loan agreement with Kleberg Bank, N.A., under the PPP Program administered by the Small Business Administration. The PPP Program is a part of the Coronavirus Aid, Relief, and Economic Security Act enacted by the U.S. Congress on March 27, 2020 in response to the COVID-19 pandemic. The total loan amount we qualified for was $277,250, which was received on May 5, 2020. Under the PPP Program the repayment of these loans, including interest, will be forgiven based on payroll, payroll-related and other allowable costs incurred in the eight-week period following the funding of the loan pursuant to the following requirements: ● that not less than 60% of the loan proceeds be applied to eligible payroll costs; ● that the remaining 40% of the loan proceeds be applied to any additional payroll costs above 60%, rent payments on leases dated before February 15, 2020 and/or utility payments under any services agreements dated before February 15, 2020; and ● to maintain employee compensation levels (subject to specific program requirements). The PPP Program provides for an initial six-month deferral of payments, which was subsequently further deferred by another 10 months. The PPP Loan has a two-year maturity ending on April 28, 2022 with an interest rate of 1% per annum. At July 31, 2020, both the CEBA Loan and the PPP Loan are accounted for as a loan under ASC 470: Debt, which are reported as Government Loan Payable of $307,092 (July 31, 2019: $Nil) on our Consolidated Balance Sheets. An income will be recognized in the period when the PPP Loan and the CEBA Loan are forgiven. Subsequent to July 31, 2020, we submitted an application for the forgiveness of the PPP Loan and the application is still in process at the date of these Consolidated Financial Statements. F-20 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 NOTE 11: ASSET RETIREMENT OBLIGATIONS   The Company’s asset retirement obligations (AROs) relate to future remediation and decommissioning activities at theour Palangana Mine, Hobson Processing Facility and the Alto Parana Titanium Project pilot plant in Paraguay.    Balance, July 31, 2016   $ 3,746,464   Accretion     224,873   Assumed from CIC Acquisition     102,950   Revision in estimate of asset retirement obligations     (344,385 ) Balance, July 31, 2017   $ 3,729,902   F-24 Balance, July 31, 2019   $ 3,541,082   Accretion     193,232   Balance, July 31, 2020   $ 3,734,314   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   During Fiscal 2017 and Fiscal 2016,2019, the ARO for the Palangana Mine and the Hobson Processing Facility was revised due to changes in the estimated timing of restoration and reclamation of the Palangana Mine.Mine and decommissioning of the Hobson Processing Facility. As a result, ARO liabilities associated with the Palangana Mine were reduced by $344,385 (Fiscal 2016: $452,505),$532,309, and ARO liabilities associated with the corresponding mineral rights and properties wereHobson Processing Facility reduced by $157,130 (Fiscal 2016: $144,107)$176,253. Refer to Note 3: Mineral Rights and a credit amount of re-valuation of ARO totaling $187,255 (Fiscal 2016: $308,398) was recognized as a result of a downward adjustment to fully depleted underlying mineral rightsProperties and properties, which was recorded against the mineral property expenditures for the Palangana Mine.Note 4: Property, Plant and Equipment herein.   The estimated amounts and timing of cash flows and assumptions used for the ARO estimates are as follows:     July 31, 2017     July 31, 2016     July 31, 2020     July 31, 2019   Undiscounted amount of estimated cash flows   $ 7,098,581     $ 6,650,255     $ 8,221,018     $ 8,221,018                                            Payable in years     5.0 to 17       4.1 to 15       9 to 21       9 to 21   Inflation rate     1.37% to 2.14%       1.15% to 2.25%       1.56% to 2.17%       1.56% to 2.17%   Discount rate     5.48% to 6.40%       5.02% to 8.00%       5.50% to 5.96%       5.50% to 5.96%     The undiscounted amounts of estimated cash flows for the next five years and beyond are as follows:   Fiscal 2018   $ -   Fiscal 2019     -   Fiscal 2020     -   Fiscal 2021     -     $ -   Fiscal 2022     148,391       -   Fiscal 2023     -   Fiscal 2024     -   Fiscal 2025     -   Remaining balance     6,950,190       8,221,018     $ 7,098,581     $ 8,221,018   NOTE 12: LEASE LIABILITIES The Company primarily has operating leases for corporate offices and a processing facility with a remaining term of 0.7 to 18.8 years at July 31, 2020. The lease for the processing facility has an evergreen option that can continue for so long as it is in operation. Short-term leases, which have an initial term of 12 months or less, are not recorded on our Consolidated Balance Sheets. During Fiscal 2020 total lease expenses include the following components:     Year Ended       July 31, 2020   Operating leases   $ 229,706   Short-term leases     445,287   Total Lease Expenses   $ 674,993   As at July 31, 2020, the weighted average remaining lease term was 15.4 years and weighted average discount rate was 4.7%. F-21   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 During Fiscal 2020, cash paid for amounts included in the measurement of operating lease liabilities totaled $176,425. Minimum future lease payments under operating leases with terms longer than one year are as follows: Fiscal 2021   $ 161,747   Fiscal 2022     220,000   Fiscal 2023     20,000   Fiscal 2024     20,000   Fiscal 2025     20,000   Thereafter     300,000   Total lease payments     741,747   Less: imputed interest     (164,474 ) Present value of lease liabilities   $ 577,273             Currrent portion of lease liabilities   $ 139,069   Non-curent portion of lease liabilities   $ 438,204   Current lease liabilities are included in Other Current Liabilities, and non-current liabilities are included in Other Non-Current Liabilities in our Consolidated Balance Sheets. NOTE 11:13: 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 forSubsequent to July 31, 2020, we completed the public offer and saleSeptember 2020 Offering 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, the Company completed a public offering of 17,330,83612,500,000 units at a price of $1.50 per unit$1.20 for gross proceeds of $25,996,254 (the “January 2017 Offering”) pursuant to a prospectus supplement to the 2014 Shelf.$15,000,000. Each unit iswas comprised of one share of theour Company and one-half of one share purchase warrant, however, as a result of rounding, since the Company will not issue fractional shares, there were only actually 9,571,929 whole warrants issued instead of 9,571,934 whole warrants. Eachand each whole warrant entitles its holder to acquire one share at an exercise price of $2.00$1.80 per share, exercisable six monthsimmediately upon issuance and expiring three years24 months from the date of issuance. In connection with the January 2017September 2020 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 906,516583,333 shares of our Company exercisable at an exercise price of $2.00$1.80 per share and expiring three years24 months from the date of issuance. On October 3, 2018, we completed a public offering of 12,613,049 units at a price of $1.60 per unit for gross proceeds of $20,180,878 (the “October 2018 Offering”). Each unit was comprised of one share of the Company and one-half of one share purchase warrant and each whole warrant entitles its holder to acquire one share at an exercise price of $2.05 per share, exercisable immediately upon issuance and expiring 30 months from the date of issuance. In connection with the October 2018 Offering, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 756,782 shares of our Company, exercisable at an exercise price of $2.05 per share and expiring 30 months from the date of issuance.   The shares were valued at the Company’s closing price of $1.54 per share at January 20, 2017.October 3, 2018. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions:   Expected Risk Free Interest Rate     1.502.90 % Expected Annual Volatility     76.9663.30 % Expected Contractual Life in Years     3.002.50   Expected Annual Dividend Yield     0.00 %   F-25 F-22   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020    The net proceeds from the January 2017October 2018 Offering 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   On March 10, 2016, the Company completed a registered offering of 12,364,704 units at a price of $0.85 per unit for gross proceeds of $10,510,000 (the “March 2016 Offering”) pursuant to a prospectus supplement to the 2014 Shelf. Each unit is comprised of one share of the Company and half of one share purchase warrant, with each whole warrant being exercisable at a price of $1.20 to purchase one share of the Company for a three year period from the date of issuance. The Company issued share purchase warrants to agents as part of share issuance costs to purchase 411,997 shares of the Company exercisable at a price of $1.20 per share also for a three year period. The shares were valued at the Company’s closing price of $0.81 per share at March 10, 2016. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions: Expected Risk Free Interest Rate 1.11 % Expected Annual Volatility 74.34 % Expected Contractual Life in Years 3.00 Expected Annual Dividend Yield 0.00 % The net proceeds from the March 2016 Offering were allocated to the fair value of the shares and share purchase warrants as presented below: Fair Value of Shares   $ 10,015,410   Fair Value of Share Purchase Warrants     1,938,995   Total Fair Value Before Allocation to Net Proceeds   $ 11,954,405             Gross Proceeds   $ 10,510,000   Share Issuance Costs - Cash     (525,483 ) Net Cash Proceeds Received   $ 9,984,517             Relative Fair Value Allocation to:         Shares   $ 8,365,037   Share Purchase Warrants     1,619,480       $ 9,984,517   On June 25, 2015, the Company completed a public offering of 5,000,000 units at a price of $2.00 per unit for gross proceeds of $10,000,000 (the “June 2015 Offering”) pursuant to a prospectus supplement to the 2014 Shelf. Each unit was comprised of one share of common stock of the Company and one-half of one share purchase warrant, with each whole warrant being exercisable at a price of $2.35 for a three year period to purchase one share of the Company. The Company issued share purchase warrants to agents as part of share issuance costs to purchase 350,000 shares of the Company exercisable at a price of $2.35 per share for a three year period. F-26 Fair Value of Shares   $ 19,424,095   Fair Value of Share Purchase Warrants     3,094,693   Total Fair Value Before Allocation to Net Proceeds   $ 22,518,788             Gross Proceeds   $ 20,180,878   Share Issuance Costs - Cash     (1,211,667 ) Net Cash Proceeds Received   $ 18,969,211             Relative Fair Value Allocation to:         Shares   $ 16,362,327   Share Purchase Warrants     2,606,884       $ 18,969,211   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 The shares were valued at the Company’s closing price of $1.60 at June 25, 2015. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions: Expected Risk Free Interest Rate 1.06 % Expected Annual Volatility 71.23 % Expected Contractual Life in Years 3.00 Expected Annual Dividend Yield 0 % The net proceeds from the June 2015 Offering were allocated to the fair value of the shares and share purchase warrants as presented below: Fair Value of Shares   $ 8,000,000   Fair Value of Share Purchase Warrants     1,475,235   Total Fair Value Before Allocation to Net Proceeds   $ 9,475,235             Gross Proceeds   $ 10,000,000   Share Issuance Costs - Cash     (891,635 ) Net Cash Proceeds Received   $ 9,108,365             Relative Fair Value Allocation to:         Shares   $ 7,690,249   Share Purchase Warrants     1,418,116       $ 9,108,365   During Fiscal 2015, the Company completed a sale of 280,045 shares at a price of $1.70 per share for gross proceeds of $474,788 through the “at-the-market” offerings pursuant to a Controlled Equity OfferingSM Sales Agreement effective December 31, 2013 between Cantor Fitzgerald & Co. and the Company.  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. F-27 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   Share Transactions   A summaryDuring Fiscal 2019, we entered into a Securities Exchange Agreement (the “Securities Exchange Agreement”) with Pacific Roads Resources Funds (“PRRF”), who we acquired the Reno Creek Project from and who collectively owned 11,000,000 outstanding warrants (“PRRF Warrants”) of the Company. Pursuant to the Securities Exchange Agreement, PRRF exchanged their collective 11,000,000 outstanding PRRF Warrants for an aggregate of 750,000 shares of the Company with a fair value of $1.33 per share.   The PRRF Warrants, with an exercise price of $2.30 and expiry date of August 9, 2022, were valued at $0.45 per share using the Barrier Option Pricing Model at the date of issuance on August 9, 2017, in connection with the acquisition of the Reno Creek Project. The difference of $4,950,000 between the carrying value of the PRRF Warrants and fair value of the shares of $997,500 was recorded as additional paid in capital and had no impact on our Company’s share transactions for Fiscal 2017, Fiscal 2016,Consolidated Statements of Operations and Fiscal 2015 are as follows:     Common     Value per Share     Issuance   Period / Description   Shares Issued     Low     High     Value   Balance, July 31, 2014     90,966,558                           Equity Financing     5,280,045       1.70       2.00       7,659,139   Consulting Services     1,108,390       1.07       2.90       1,851,074   Options Exercised(1)     304,657       0.33       1.32       24,550   Share Bonuses     174,437       1.35       1.35       235,490   Balance, July 31, 2015     97,834,087                           Equity Financing     12,364,704       0.85       0.85       9,984,517   Credit Facility     1,711,933       0.83       1.20       1,700,000   Asset Acquisition     1,333,560       0.92       0.92       1,226,875   Settlement of Current Liabilities     487,574       0.93       0.93       453,444   Consulting Services     1,429,650       0.72       1.38       1,372,381   Options Exercised     682,167       0.33       0.33       225,115   Shares Issued Under Stock Incentive Plan     826,782       0.73       1.08       726,244   Balance, July 31, 2016     116,670,457                           Equity Financing     17,330,836       1.50       1.50       25,996,254   Credit Facility     738,503       1.49       1.49       1,100,000   Asset Acquisition     61,939       1.35       1.43       87,617   Mineral Property     46,800       1.04       1.04       48,672   Settlement of Current Liabilities     1,015,940       1.03       1.54       1,524,650   Consulting Services     865,386       0.86       1.64       1,107,937   Warrants Exercised     1,989,717       1.20       1.20       2,387,660   Options Exercised(2)     264,727       0.45       1.32       146,448   Shares Issued Under Stock Incentive Plan     830,819       0.88       1.61       946,252   Balance, July 31, 2017     139,815,124                           (1) 535,000 options were exercised on a forfeiture basis resulting in 230,267 net shares issued. (2) 309,634 options were exercised on a forfeiture basis resulting in 162,227 net shares issued.Comprehensive Loss.   Share Purchase Warrants During Fiscal 2019, we received cash proceeds totaling $4,822,357 from the exercise of 3,999,881 share purchase warrants at a weighted average exercise price of $1.21 per share.   A continuity schedule of outstanding share purchase warrants as at July 31, 2020, and the changes during the periods, is as follows:     Number of Warrants     Weighted Average Exercise Price     Number of Warrants     Weighted Average Exercise Price   Balance, July 31, 2014     5,009,524     $ 2.38   Issued     2,850,000       2.35   Balance, July 31, 2015     7,859,524       2.38   Issued     6,594,348       1.20   Expired     (500,000 )     1.00   Balance, July 31, 2016     13,953,872       1.65   Balance, July 31, 2017     19,676,560     $ 1.78   Issued     9,571,929       2.00       11,358,728       2.30   Exercised     (1,989,717 )     1.20       (61,799 )     1.20   Expired     (1,859,524 )     2.60       (50,000 )     1.95   Balance, July 31, 2017     19,676,560     $ 1.78   Balance, July 31, 2018     30,923,489       1.97   Issued     7,063,253       2.05   Exercised     (3,999,881 )     1.21   Expired     (3,542,951 )     2.13   Exchanged for shares pursuant to Securities Exchange Agreement     (11,000,000 )     2.30   Balance, July 31, 2019     19,443,910       1.94   Issued     300,000       1.38   Expired     (12,021,929 )     1.87   Balance, July 31, 2020     7,721,981     $ 2.03     F-28 F-23   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020    A summary of share purchase warrants outstanding and exercisable as at July 31, 20172020 are as follows:   Weighted Average  Exercise Price     Number of Warrants Outstanding     Expiry Date     Weighted Average Remaining Contractual Life (Years)   $ 1.20       4,604,631     March 10, 2019       1.61     1.35       2,600,000     January 30, 2020       2.50     1.95       50,000     June 3, 2018       0.84     2.00       9,571,929     January 20, 2020       2.47     2.35       2,850,000     June 25, 2018       0.90   $ 1.78       19,676,560             2.04   On February 9, 2016, as part of the terms of the Second Amended and Restated Credit Agreement, the 2,600,000 bonus warrants originally issued under the Credit Agreement were re-priced to $1.35 from $2.50 and extended by one and a half years to January 30, 2020. Refer to Note 9.   Weighted Average Exercise Price     Number of Warrants Outstanding     Weighted Average Remaining Contractual Life (Years)   Expiry Date   $ 1.25       150,000       0.40   December 23, 2020     1.50       150,000       0.40   December 23, 2020     2.05       7,063,253       0.67   April 3, 2021     2.30       308,728       2.02   August 9, 2022     1.64       50,000       2.80   May 21, 2023   $ 2.03       7,721,981       0.73       Stock Options   At July 31, 2017,2020, we had one stock option plan, the 20172020 Stock Incentive Plan (the “2017“2020 Plan”).  The 2017 Plan provides for not more than 22,439,420 shares of the Company that may be issued and consists of (i) 12,305,500 shares issuable pursuant to awards previously granted that were outstanding under the 2016 Stock Incentive Plan (the “2016 Plan”); (ii) 4,133,920 shares remaining available for issuance under the 2016 Plan; and (iii) 6,000,000 additional shares that may be issued pursuant to awards that may be granted under the 2017 Plan.  The 2017 Plan superseded and replaced the Company’s 2016 Plan,, which superseded and replaced the Company’s prior 2015, 2014, 2013, 2009 and 20062019 Stock Incentive PlansPlan (collectively the “Stock Incentive Plan”), such that no further shares are issuable under thosethe prior plans.plan.   During Fiscal 2017, the Company2020, we granted stock options under the Stock Incentive Plan to the Company’scertain of our directors, officers, employees and consultants to purchase a totalan aggregate of 672,5004,838,900 (Fiscal 2019: 2,006,350; Fiscal 2018: 4,083,000) shares of the Company, exercisable from $0.93 to $1.35 per share over a five-year term. During Fiscal 2016, the Company granted stock options under the Stock Incentive Plan to the Company’s directors, officers, employees and consultants to purchase a total of 3,033,000 shares of the Company exercisable from $0.93 to $1.32 per share over a five-year term. During Fiscal 2015, the Company granted stock options under the Stock Incentive Plan to the Company’s directors, officers, employees and consultants to purchase a total of 7,640,000 shares of the Company exercisable from $1.20 to $1.32 per share over a five-year term. The majority of these stock optionswhich are subject to an 18-montha 24 month vesting provision whereby, at the end of each of the first three and six 12months after the grant date, 12.5% of the total stock options become exercisable, and 18whereby at the end of each of the 12,18 and 24 months after the grant date, 25% of the total stock option grant becomesoptions become exercisable. In addition, we granted performance stock options (the “Performance Stock Options”) under the Stock Incentive Plan to certain of our directors and officers to purchase an aggregate of 1,325,000 shares of the Company. The Performance Stock Options are subject to a three year vesting provision whereby one-third of the total Performance Stock Options become exercisable at the end of each of the first, second and third year after the date of grant. The stock options including the Performance Stock Options granted in Fiscal 2020 and Fiscal 2019 have a term of 10 years, whereas the options granted during Fiscal 2018 have a term of five years.   The five-year contractual term for the above grants is significantly different from the 10-year contractual term generally applicable to thefair value of these stock options previously granted bywas estimated at the Company. Since no relevant historical information was available to provide a reasonable basis in estimatingdate of grant, using the expected life,Black-Scholes Option Valuation Model, with the Company adopted the simplified method, being the mid-point of thefollowing weighted average vesting date and the end of the contractual term, to estimate the expected life for these stock options.assumptions:   F-29     Year Ended July 31,       2020     2019     2018   Expected Risk Free Interest Rate     0.40 %     1.86 %     2.24 % Expected Volatility     60.48 %     65.62 %     67.60 % Expected Life in Years     4.9       4.9       3.1   Expected Dividend Yield     0 %     0 %     0 % Weighted-Average Grant Date Fair Value   $ 0.45     $ 0.53     $ 0.68     F-24   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020   A summary of stock options granted by the Company during Fiscal 2017, including corresponding grant date fair values and assumptions using the Black-Scholes option pricing model, is as follows: Date of Grant   Options Granted     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     $ 90,222       2.90       0.78 %     0.00 %     84.14 % August 12, 2016     190,000       1.12       5       106,339       2.90       0.81 %     0.00 %     78.07 % December 9, 2016     50,000       1.07       5       25,999       2.50       1.29 %     0.00 %     80.90 % December 9, 2016     100,000       1.07       5       53,819       2.90       1.40 %     0.00 %     77.87 % March 13, 2017     50,000       1.33       5       36,314       2.90       1.65 %     0.00 %     85.80 % April 4, 2017     50,000       1.35       5       36,785       2.90       1.44 %     0.00 %     85.86 % May 9, 2017     50,000       1.35       5       35,524       2.90       1.54 %     0.00 %     82.10 % Total   672,500                   $ 385,002                                      A continuity schedule of outstanding stock options for the underlying common shares at July 31, 2017,2020, and the changes during the periods, is as follows:     Number of Stock Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)     Number of Stock Options     Weighted Average Exercise Price   Balance, July 31, 2014     7,987,214     $ 2.10       4.97   Balance, July 31, 2017     12,260,500     $ 1.33   Granted     7,640,000       1.32       4.10       4,083,000       1.40   Exercised     (609,390 )     1.16       3.87       (1,365,625 )     0.70   Expired     (15,599 )     5.13       -   Forfeited     (126,250 )     2.52       6.20       (66,250 )     1.24   Cancelled     (4,294,000 )     2.59       5.59   Balance, July 31, 2015     10,581,975       1.38       3.68   Balance, July 31, 2018     14,911,625       1.41   Granted     3,033,000       1.02       4.65       2,006,350       0.97   Exercised     (682,167 )     0.33       0.01       (259,625 )     1.12   Cancelled/Forfeited     (910,000 )     2.41   Expired     (1,950 )     5.90       -       (10,000 )     1.50   Forfeited     (825,000 )     1.48       0.02   Balance, July 31, 2016     12,105,858       1.34       3.36   Balance, July 31, 2019     15,738,350       1.30   Granted     672,500       1.11       4.24       6,163,900       0.95   Exercised     (412,134 )     0.56       -   Cancelled/Forfeited     (179,344 )     1.02   Expired     (100,724 )     4.35       -       (6,208,156 )     1.39   Forfeited     (5,000 )     0.93       -   Balance, July 31, 2017   12,260,500     $ 1.33     2.45   Balance, July 31, 2020     15,514,750     $ 1.13   The table below sets forth the number of shares issued and cash received upon exercise of the stock options:     Year Ended July 31,       2020     2019     2018   Number of Shares Issued Upon Exercise of Options     -       125,879       1,094,589   Number of Options Exercised on Forfeiture Basis     -       193,375       580,625   Number of Net Shares Issued     -       59,629       309,589   Number of Options Exercised on Cash Basis     -       66,250       785,000   Cash Received from Exercise of Stock Options   $ -     $ 72,363     $ 530,050   Total Intrinsic Value of Options Exercised   $ -     $ 134,174     $ 1,049,694   A continuity schedule of outstanding unvested stock options at July 31, 2020, and the changes during the periods, is as follows:     Number of Unvested Stock Options     Weighted Average Grant-Date Fair Value   Balance, July 31, 2017     765,750     $ 0.58   Granted     4,083,000       0.68   Vested     (1,303,000 )     0.65   Forfeited     (66,250 )     0.62   Balance, July 31, 2018     3,479,500       0.68   Granted     2,006,350       0.53   Vested     (2,055,250 )     0.68   Forfeited     (120,000 )     0.67   Balance, July 31, 2019     3,310,600       0.59   Granted     6,163,900       0.45   Vested     (2,590,154 )     0.60   Cancelled/Forfeited     (86,875 )     0.43   Balance, July 31, 2020     6,797,471     $ 0.46   F-25 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020    At July 31, 2017,2020, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options granted was estimated at $4,910,235$391,508 (vested: $4,473,982$95,261 and unvested: $436,253)$296,247). At July 31, 2017,2020, the unrecognized compensation cost related to non-vestedunvested stock options granted under the Company’s Stock Incentive Plan was $187,530$2,500,153 expected to be recognized over 0.621.31 years.   A summary of stock options outstanding and exercisable at July 31, 20172020 is as follows:         Options Outstanding     Options Exercisable   Range of Exercise Prices Outstanding at July 31, 2020     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)     Exercisable at July 31, 2020     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (Years)   $0.80 to $0.99   8,169,500     $ 0.92       7.64       2,843,279     $ 0.94       4.03   $1.00 to $1.49   5,005,000       1.19       3.81       3,533,750       1.22       1.47   $1.50 to $3.28   2,340,250       1.75       2.59       2,340,250       1.75       2.59           15,514,750     $ 1.13       5.64       8,717,279     $ 1.27       2.61       Options Outstanding     Options Exercisable   Range of Exercise Prices   Outstanding at July 31, 2017     Weighted Average Exercise Price     Exercisable at July 31, 2017     Weighted Average Exercise Price   $0.45 to $0.99     2,980,500     $ 0.79       2,484,750     $ 0.76   $1.00 to $1.99     8,007,500       1.29       7,737,500       1.29   $2.00 to $3.86     1,272,500       2.89       1,272,500       2.89       12,260,500     $ 1.33     11,494,750     $ 1.35   Restricted Stock Units During Fiscal 2020, the Company granted an aggregate of 1,305,000 RSUs with a fair value of $0.91 per RSU, determined using the share price at the date of grant, to certain directors and officers of the Company under the Stock Incentive Plan. These RSUs have a vesting period of three years from the grant date, whereby one-half of the RSUs will vest at the end of the first year, and one-third of the remaining one-half will vest at the end of each of the first, second and third year, respectively, from the date of grant. During Fiscal 2019, the Company granted an aggregate of 465,000 RSUs with a fair value of $0.9421 per RSU, determined using the share price at the date of grant, to certain directors and officers of the Company under the Stock Incentive Plan. These RSUs have a vesting period of three years from the grant date such that one-third of the RSUs will vest at the end of each of the first, second and third year, respectively, from the date of grant. A summary of outstanding unvested RSUs at July 31, 2020 is as follows:   F-30 Grant Date   Number of Restricted Stock Units     Grant Date Fair Value     Remaining Life (Years)     Aggregate Intrinsic Value   July 30, 2019     310,000     $ 0.94       2.00     $ 8,649   July 16, 2020     1,305,000       0.91       2.96       78,300         1,615,000     $ 0.92       2.77     $ 86,949     A continuity schedule of outstanding RSUs at July 31, 2020, and the changes during the periods, is as follows:     Number of Restricted Stock Units     Weighted Average Grant Date Fair Value   Balance, July 31, 2018     -     $ -   Granted     465,000       0.94   Balance, July 31, 2019     465,000       0.94   Granted     1,305,000       0.91   Vested     (155,000 )     0.94   Balance, July 31, 2020     1,615,000     $ 0.92   During Fiscal 2020, stock-based compensation relating to the RSUs totaled $310,127 (Fiscal 2019: $Nil; Fiscal 2018: $Nil). During Fiscal 2020, 155,000 RSUs were vested resulting in 105,844 net RSU shares being issued with 49,156 RSUs forfeited as payments for payroll withholding amounts. At July 31, 2020, outstanding unvested RSUs totaled 1,615,000 (July 31, 2019: 465,000), and unrecognized compensation costs relating to unvested RSUs totaled $1,315,500, which is expected to be recognized over a period of approximately 1.48 years. F-26   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 2020   Stock-Based Performance Based Restricted Stock Units During Fiscal 2019, the Company granted 445,000 target PRSUs (the “Target PRSUs”) and allocated up to an additional 445,000 PRSUs (the “Additional PRSUs”, and together with the Target PRSUs, the “PRSUs”) to the Company’s executive officers. These PRSUs vest based on certain performance goals measured on the Company’s share price relative to the Global X Uranium ETF share price on each anniversary from the grant date over the next three years (the “Performance Period”). The PRSUs will vest based on three (3) one-year relative Total Shareholder Return’s (“TSR”) (stock price appreciation) and one (1) three-year relative TSR from the grant date of the PRSUs (each such measurement period being a “Measurement Period”). Each Measurement Period will be equally weighted 25% as to the number of PRSUs that may vest for such Measurement Period. Depending on the TSR performance, the percentage eligible to vest at the end of each Measurement Period would range from 0% to 200% of the Target PRSUs for that Measurement Period. The vested PRSUs will accrue annually and will not settle until the end of the Performance Period. Each vested PRSU converts into one common share of the Company at the end of the three years Performance Period with no cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSU as an equity-settled plan. These PRSUs have a market condition considered in the determination of the fair value such that the ultimate number of PRSUs that vest will be determined by the Company’s share performance relative to the Global X Uranium ETF share price on each anniversary from the grant date over the Performance Period. The fair value of the Target PRSUs was estimated at $1.15 per Target PRSU at the date of grant using the Monte Carlo simulation model with the following principal assumptions: Expected Risk Free Interest Rate    1.99% to 2.20% Expected Volatility    56.74% to 61.75% Expected Dividend Yield     0%   Expected Life in Years     3   Correlation     57.10%   On July 30, 2020, 90,001 of PRSUs vested based on UEC’s share performance then relative to the Global X Uranium ETF. As a result, 90,001 underlying shares were accrued and recorded as share issuance obligations on our Consolidated Balance Sheets. During Fiscal 2020, stock-based compensation related to amortization of Target PRSUs totaled $272,658 (Fiscal 2019: $Nil; Fiscal 2018: $Nil). At July 31, 2020, outstanding unvested Target PRSUs totaled 333,750 (July 31, 2019: 445,000) and unrecognized compensation costs relating to unvested Target PRSUs totaled $239,352, which is expected to be recognized over a period of approximately 2.0 years. F-27 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 Stock-Based Compensation   A summary of stock-based compensation expense for Fiscal 2017,2020, Fiscal 2016,2019 and Fiscal 20152018 is as follows:      Year Ended July 31,     Year Ended July 31,     2017     2016   2015     2020     2019     2018   Stock-Based Compensation for Consultants                                                 Common stock issued for consulting services   $ 1,184,660     $ 1,630,635     $ 1,869,074     $ 539,552     $ 644,307     $ 740,640   Stock options issued to consultants     469,815       78,014       588,207   Amortization of stock option expenses     240,912       153,549       582,842       1,654,475       1,708,649       2,457,281       780,464       797,856       1,323,482   Stock-Based Compensation for Management                                                 Common stock issued to management     686,584       262,130       105,998       225,217       269,688       702,505   Stock options issued to management     473,811       735,991       1,617,937   Amortization of stock option expenses     644,516       516,266       284,556   Amortization of RSU & PRSU expenses     582,785       -       -       1,160,395       998,121       1,723,935       1,452,518       785,954       987,061   Stock-Based Compensation for Employees                                                 Common stock issued to employees     584,837       205,860       111,492       635,414       674,488       773,899   Stock options issued to employees     369,663       171,533       1,325,040   Amortization of stock option expenses     640,011       689,743       547,231       954,500       377,393       1,436,532       1,275,425       1,364,231       1,321,130     $ 3,769,370     $ 3,084,163     $ 5,617,748                           Settlement of share issuance obligation     (15,189 )     -       (127,615 )   $ 3,493,218     $ 2,948,041     $ 3,504,058     During Fiscal 2020, we issued 188,914 shares with a fair value of $171,911 as settlement of share issuance obligations of $187,100 relating to the Fiscal 2019 share bonuses under our Stock Incentive Plan. During Fiscal 2018, we issued 398,839 shares with a fair value of $510,527 as settlement of share issuance obligations of $638,142 relating to the Fiscal 2017 share bonuses under our Stock Incentive Plan. NOTE 12:14: NET LOSS PER SHARE   The following table reconciles the weighted average number of shares used in the computation of basic and diluted loss per share for Fiscal 2017,2020, Fiscal 2016,2019 and Fiscal 2015:2018:     Year Ended July 31,     Year Ended July 31,     2017     2016   2015     2020     2019     2018   Numerator                                       Net Loss for the Year   $ (17,971,056 )   $ (17,329,872 )   $ (23,361,928 )   $ (14,610,516 )   $ (17,152,789 )   $ (17,826,634 )                                                 Denominator                                                 Basic Weighted Average Number of Shares     128,244,751       106,086,782       92,397,547       183,041,766       175,844,624       157,123,025   Dilutive Stock Options and Warrants     -       -       -   Dilutive Stock Options, RSUs, PRSUs and Warrants     -       -       -   Diluted Weighted Average Number of Shares     128,244,751       106,086,782       92,397,547       183,041,766       175,844,624       157,123,025                                                   Net Loss per Share, Basic and Diluted   $ (0.14 )   $ (0.16 )   $ (0.25 )   $ (0.08 )   $ (0.10 )   $ (0.11 )   For Fiscal 2017,2020, Fiscal 20162019 and Fiscal 2015,2018, all outstanding stock options, and share purchase warrants and, in particular to Fiscal 2020 and Fiscal 2019, RSUs and PRSUs, were excluded from the computation of diluted loss per share since the Company reported net losses for those periods andas their effects would be anti-dilutive.   F-28 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 NOTE 13:15: INCOME TAXES   At July 31, 2017, the Company2020, we had U.S. and Canadian net operating loss carry-forwards of approximately $160.7$167.3 million and $5.8$5.1 million in Canadian dollars, respectively, that may be available to reduce future years’ taxable income. These carry-forwards will begin to expire, if not utilized, commencing in 2023. In addition, at July 31, 2020, we had U.S. net operating loss totalling $37.3 million and interest expenses of $3.4 million subject to IRC section 163(j) limitation, which will be carried forward indefinitely as a result of the Tax Cut and Jobs Act enacted on December 22, 2017. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization has been determined not likely to occur and, accordingly, the Company haswe have recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.   F-31 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 The Company reviews itsWe review the valuation allowance requirements on an annual basis based on projected future operations. When circumstances change resulting in a change in management’s judgement about the recoverability of futuredeferred tax assets, the impact of the change on the valuation allowance will generally be reflected in current income.   A reconciliation of income tax computed at the federal and state statutory tax rates including the Company’s effective tax rate is as follows:     Year Ended July 31,     Year Ended July 31,     2017     2016   2015     2020     2019     2018   Federal income tax provision rate     35.00 %     35.00 %     35.00 %   21.00 %   21.00 %   26.87 % State income tax provision rate, net of federal income tax effect     0.43 %     0.35 %     0.32 %   0.72 %   0.52 %   0.59 % Total income tax provision rate     35.43 %     35.35 %     35.32 %   21.72 %   21.52 %   27.46 %   The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to the Company’sour loss before income taxes. The components of these differences are as follows:       Year Ended July 31,       2017     2016     2015   Loss before income taxes   $ (18,005,411 )   $ (17,362,111 )   $ (23,397,341 ) Corporate tax rate     35.43 %     35.35 %     35.32 % Expected tax recovery     (6,379,317 )     (6,137,506 )     (8,263,941 ) Increase (decrease) resulting from                         Foreign tax rate differences     185,700       230,148       223,980   Permanent differences     446,377       806,736       1,473,225   Prior year true-up     (804,822 )     (647,307 )     50,025   State tax rate true-up     (223,770 )     (105,843 )     (205,285 ) Property acquisition     (491,798 )     -       -   Foreign exchange rate differences     (3,248 )     129,015       144,242   Other     81,660       59,705       62,398   Change in valuation allowance     7,149,654       5,627,606       6,474,775   Tax adjustment from operations     (39,564 )     (37,446 )     (40,581 ) Unrealized loss, other comprehensive loss     5,209       5,207       5,168   Deferred income tax benefit     (34,355 )   $ (32,239 )   $ (35,413 )     Year Ended July 31,       2020     2019     2018   Loss before income taxes   $ (14,616,067 )   $ (17,167,161 )   $ (18,534,145 ) Corporate tax rate     21.72 %     21.52 %     27.46 % Expected tax recovery     (3,174,610 )     (3,694,373 )     (5,089,476 ) Increase (decrease) resulting from                         Foreign tax rate differences     85,796       90,391       167,162   Permanent differences     170,023       2,427,665       434,863   Prior year true-up     (435,565 )     (160,019 )     (141,814 ) Foreign exchange rate differences     17,456       39,667       (41,014 ) Other     71,805       (94,291 )     35,706   Recognition of deferred tax assets     -       -       430,121   Change in valuation allowance     3,233,427       1,373,462       4,156,768   Tax adjustment from operations     (31,668 )     (17,498 )     (47,684 )                           Re-measurement of deferred tax liability at 21%     -       -       (232,843 ) Recognition of deferred tax assets to offset deferred tax liability     -       -       (430,121 ) Unrealized loss, other comprehensive loss     26,117       3,126       3,137   Deferred tax benefits   $ (5,551 )   $ (14,372 )   $ (707,511 )   The Company hasWe have incurred taxable losses for all years since inception and, accordingly, no provision for current income tax has been recorded for the current or any prior fiscal year.years. During Fiscal 2017, the Company2020 and Fiscal 2019, we recorded a deferred income tax benefit of $34,355 (Fiscal 2016: $32,239;$5,551 and $14,372, respectively. During Fiscal 2015: $35,413)2018, we recognized a deferred tax benefit of $707,511, of which $232,843 resulted from the re-measurement of deferred tax liabilities to the enacted tax rate of 21% on December 22, 2017, and $430,121 resulted from the consolidated statementsrecognition of operations.deferred tax assets relating to the taxable losses incurred in Fiscal 2018 to offset the remaining deferred tax liabilities relating to the acquisition of the Reno Creek Project. F-29 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 At July 31, 2020, we re-evaluated the realizability of our tax loss carry-forwards and our conclusion that the realization of these tax loss carry-forwards is not likely to occur remains unchanged. As a result, we will continue to record a full valuation allowance for the deferred tax assets relating to the remaining tax loss carry-forwards.   The components of income (loss) from operations before income taxes, by tax jurisdiction, are as follows:       Year Ended July 31,       2017     2016     2015   United States   $ (17,303,682 )   $ (16,488,447 )   $ (22,612,974 ) Canada     45,316       54,216       158,616   Paraguay   $ (747,045 )     (927,880 )     (942,983 )       (18,005,411 )   $ (17,362,111 )   $ (23,397,341 ) F-32 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017     Year Ended July 31,       2020     2019     2018   United States   $ (13,962,287 )   $ (16,560,132 )   $ (17,709,866 ) Canada     53,960       120,362       145,267   Paraguay     (707,740 )     (727,391 )     (969,546 )     $ (14,616,067 )   $ (17,167,161 )   $ (18,534,145 )   The Company’s deferred tax assets (liabilities) are as follows:     July 31, 2017     July 31, 2016     July 31, 2020     July 31, 2019   Deferred tax assets (liabilities)                                 Mineral property acquisitions   $ 2,533,819     $ 1,917,796   Mineral properties   $ 1,270,292     $ 1,256,327   Exploration costs     10,950,241       10,648,043       6,384,265       6,551,403   Stock option expense     7,031,732       7,081,853       4,594,159       4,570,905   Depreciable property     (367,164 )     (66,912 )     (1,157,934 )     (937,614 ) Inventories     (5,471,486 )     (3,632,178 )     (3,550,814 )     (3,343,361 ) Asset retirement obligations     (130,740 )     (220,209 )     62,626       20,561   Other     179,518       271,468       58,559       35,983   Loss carry forward     57,989,069       49,565,476   Section 163(j) interest expense carry forwards     733,343       384,109   Loss carry forwards     46,552,687       43,198,434       72,714,989       65,565,337       54,947,183       51,736,747   Valuation allowance     (72,720,198 )     (65,570,544 )     (54,973,300 )     (51,739,873 ) Deferred tax assets     (5,209 )     (5,207 )     (26,117 )     (3,126 ) Deferred tax assets, other comprehensive loss     5,209       5,207       26,117       3,126                                   Deferred tax liabilities                                 Mineral property acquisition     (609,470 )     (643,825 ) Mineral properties     (545,000 )     (550,551 ) Net deferred tax liabilities   $ (609,470 )   $ (643,825 )   $ (545,000 )   $ (550,551 )   As the criteria for recognizing futuredeferred income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior years.   The Company’s U.S. net operating loss carry-forwards expire as follows:   July 31, 2023   $ 180,892   July 31, 2024     228,757   July 31, 2025     507,833   July 31, 2026     5,895,221   July 31, 2027     3,892,722   July 31, 2028     9,913,533   July 31, 2029     8,469,032   July 31, 2030     7,319,644   July 31, 2031     14,420,187   July 31, 2032     15,014,013   July 31, 2033     16,332,007   July 31, 2034     21,605,546   July 31, 2035     19,357,683   July 31, 2036     18,490,648   July 31, 2037     19,087,066       $ 160,714,784   July 31, 2023   $ 180,892   July 31, 2024     228,757   July 31, 2025     507,833   July 31, 2026     5,895,221   July 31, 2027     3,892,722   Remaining balance     156,594,095       $ 167,299,520     For U.S. federal income tax purposes, a change in ownership under IRC Section 382 may havehas occurred as a result of the acquisition of the Reno Creek Project during Fiscal 2018 and also in a prior year. Ifyears. When an ownership change has occurred, the utilization of these losses against future income would be subject to an annual limitation. The annual limitation, which would be equal to the value of the Companyacquired company immediately prior to the change in ownership multiplied by the IRC Section 382 rate in effect during the month of the change.   F-33 F-30 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020    The Company’s Canadian net operating loss carry-forwards in Canadian dollars expire as follows:   July 31, 2027   $ 183,105     $ 183,105   July 31, 2028     629,788       629,788   July 31, 2029     769,072       769,072   July 31, 2030     1,035,403       764,230   July 31, 2031     2,210,551       1,747,548   July 31, 2032     761,843   July 31, 2033     69,854   July 31, 2034     61,769   July 31, 2035     41,173   July 31, 2036     9,917   Remaining balance     958,124     $ 5,772,475     $ 5,051,867   NOTE 16: FAIR VALUE MEASUREMENT Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:   NOTE 14: ● SEGMENTED INFORMATION Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities; ● Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and ● Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).   The Companyfinancial instruments, including cash and cash equivalents, term deposits, accounts payable and accrued liabilities and due to related party amounts, are carried at cost, which approximate their fair values due to the immediate or short-term maturity. Restricted cash are primarily investments in money market funds at major financial institutions and their fair values approximate their carrying values. Government loan payable is carried at amortized cost which approximates its fair value. Long-term debt is carried at amortized costs which approximates its fair value. NOTE 17: SEGMENTED INFORMATION We currently operatesoperate in a single reportable segment and iswe are focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.   At July 31, 2017,2020, long-term assets located in the U.S. were $33,543,723$57,786,932 or 69%68% of the Company’sour total long-term assets of $48,585,837.$84,799,738.   The table below provides a breakdown of the Company’s long-term assets by geographic segment:        July 31, 2017     United States                     Balance Sheet Items   Texas     Arizona     Other States     Canada     Paraguay     Total   Mineral Rights and Properties   $ 12,780,728     $ 10,932,199     $ 705,464     $ -     $ 14,513,585     $ 38,931,976   Property, Plant and Equipment     6,414,329       -       -       11,185       365,668       6,791,182   Reclamation Deposits     1,690,209       15,000       819       -       -       1,706,028   Equity-Accounted Investment     -       -       -       151,676       -       151,676   Other Long-Term Assets     422,769       -       582,206       -       -       1,004,975   Total Long-Term Assets   $ 21,308,035     $ 10,947,199     $ 1,288,489     $ 162,861     $ 14,879,253     $ 48,585,837     July 31, 2016     United States                 July 31, 2020   Balance Sheet Items   Texas   Arizona   Other States   Canada   Paraguay   Total     United States                             Texas     Arizona     Wyoming     Other States     Canada     Paraguay     Total   Mineral Rights and Properties   $ 13,191,408     $ 10,891,861     $ 810,127     $ -     $ 13,080,555     $ 37,973,951     $ 12,422,661     $ 4,527,477     $ 31,527,870     $ 116,971     $ 546,938     $ 14,513,586     $ 63,655,503   Property, Plant and Equipment     6,573,079       -       -       14,909       354,316       6,942,304       6,299,786       -       327,639       -       29,677       362,715       7,019,817   Reclamation Deposits     1,690,209       15,000       818       -       -       1,706,027   Other Long-Term Assets     -       -       -       -       1,553,388       1,553,388   Restricted Cash     1,750,243       15,000       73,973       -       -       -       1,839,216   Equity-Accounted Investment     -       -       -       -       11,515,327       -       11,515,327   Other Non-Current Assets     703,312       -       22,000       -       44,563       -       769,875   Total Long-Term Assets   $ 21,454,696     $ 10,906,861     $ 810,945     $ 14,909     $ 14,988,259     $ 48,175,670     $ 21,176,002     $ 4,542,477     $ 31,951,482     $ 116,971     $ 12,136,505     $ 14,876,301     $ 84,799,738     F-34     July 31, 2019   Balance Sheet Items   United States                               Texas     Arizona     Wyoming     Other States     Canada     Paraguay     Total   Mineral Rights and Properties   $ 12,433,203     $ 4,427,477     $ 31,527,870     $ 87,822     $ 546,938     $ 14,513,585     $ 63,536,895   Property, Plant and Equipment     6,333,950       -       342,515       -       14,223       351,671       7,042,359   Restricted Cash     1,732,419       15,000       73,973       -       -       -       1,821,392   Equity-Accounted Investment     -       -       -       -       8,680,449       -       8,680,449   Other Non-Current Assets     221,214       -       28,000       -       -       -       249,214   Total Long-Term Assets   $ 20,720,786     $ 4,442,477     $ 31,972,358     $ 87,822     $ 9,241,610     $ 14,865,256     $ 81,330,309     URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 F-31   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020    The table below provides a breakdown of the Company’sour operating results by geographic segment. All intercompany transactions have been eliminated.       Year Ended July 31, 2017   Statement of Operations   United States                         Texas     Arizona     Other States     Canada     Paraguay     Total   Sales   $ -     $ -     $ -     $ -     $ -     $ -                                                     Costs and Expenses:                                                 Cost of sales     -       -       -       -       -       -   Inventory write-down     60,694       -       -       -       -       60,694   Mineral property expenditures     2,450,834       101,628       70,588       -       1,497,338       4,120,388   General and administrative     7,053,270       33,761       3,933       3,063,839       86,878       10,241,681   Depreciation, amortization and accretion     487,288       -       996       8,088       1,356       497,728   Impairment loss on mineral property     185,942       8,334       103,666       -       -       297,942         10,238,028       143,723       179,183       3,071,927       1,585,572       15,218,433   Loss from operations     (10,238,028 )     (143,723 )     (179,183 )     (3,071,927 )     (1,585,572 )     (15,218,433 )                                                   Other income (expenses)     (2,772,617 )     (18,914 )     -       636       3,917       (2,786,978 ) Loss before income taxes   $ (13,010,645 )   $ (162,637 )   $ (179,183 )   $ (3,071,291 )   $ (1,581,655 )   $ (18,005,411 )     Year Ended July 31, 2016   Statement of Operations   United States                         Texas     Arizona     Other States     Canada     Paraguay     Total   Sales   $ -     $ -     $ -     $ -     $ -     $ -                                                     Costs and Expenses:                                                 Cost of sales     -       -       -       -       -       -   Inventory write-down     -       -       -       -       -       -   Mineral property expenditures     2,733,007       236,717       133,518       -       957,917       4,061,159   General and administrative     6,447,801       205,591       2,724       2,636,514       5,116       9,297,746   Depreciation, amortization and accretion     857,966       -       2,821       8,142       6,795       875,724   Impairment loss on mineral property     -       -       97,114       -       -       97,114         10,038,774       442,308       236,177       2,644,656       969,828       14,331,743   Loss from operations     (10,038,774 )     (442,308 )     (236,177 )     (2,644,656 )     (969,828 )     (14,331,743 )                                                   Other income (expenses)     (3,012,281 )     (18,965 )     -       850       28       (3,030,368 ) Loss before income taxes   $ (13,051,055 )   $ (461,273 )   $ (236,177 )   $ (2,643,806 )   $ (969,800 )   $ (17,362,111 )   Year Ended July 31, 2015     Year ended July 31, 2020   Statement of Operations   United States                 United States                             Texas   Arizona   Other States   Canada   Paraguay   Total     Texas     Arizona     Wyoming     Other States     Canada     Paraguay     Total   Sales   $ 3,080,000     $ -     $ -     $ -     $ -     $ 3,080,000                                                   Costs and Expenses:                                                                                                         Cost of sales     2,326,674       -       -       -       -       2,326,674   Inventory write-down     -       -       -       -       -       -   Mineral property expenditures     4,227,720       289,676       231,305       -       957,379       5,706,080     $ 3,165,898     $ 104,191     $ 596,551     $ 69,523     $ -     $ 646,240     $ 4,582,403   General and administrative     9,702,423       194,910       19,317       3,284,772       29,418       13,230,840       6,982,684       13,717       112,193       2,277       2,272,138       58,889       9,441,898   Depreciation, amortization and accretion     1,776,845       -       2,635       12,026       10,937       1,802,443       273,687       -       14,876       850       11,959       8,850       310,222   Impairment loss on mineral properties     349,805       -       -       -       -       349,805       18,383,467       484,586       253,257       3,296,798       997,734       23,415,842   Loss from operations     (15,303,467 )     (484,586 )     (253,257 )     (3,296,798 )     (997,734 )     (20,335,842 )     (10,422,269 )     (117,908 )     (723,620 )     (72,650 )     (2,284,097 )     (713,979 )     (14,334,523 )                                                                                                         Other income (expenses)     (3,042,084 )     (19,785 )     -       (120 )     490       (3,061,499 )     (3,417,783 )     (18,965 )     2,095       -       3,147,724       5,385       (281,544 ) Loss before income taxes   $ (18,345,551 )   $ (504,371 )   $ (253,257 )   $ (3,296,918 )   $ (997,244 )   $ (23,397,341 )   $ (13,840,052 )   $ (136,873 )   $ (721,525 )   $ (72,650 )   $ 863,627     $ (708,594 )   $ (14,616,067 )   F-35     Year ended July 31, 2019   Statement of Operations    United States                               Texas     Arizona     Wyoming     Other States     Canada     Paraguay     Total   Costs and Expenses:                                                         Mineral property expenditures   $ 3,072,855     $ 112,724     $ 655,807     $ 69,910     $ 16,078     $ 560,163     $ 4,487,537   General and administrative     6,619,855       14,040       147,648       3,557       3,165,883       191,052       10,142,035   Depreciation, amortization and accretion     314,599       -       14,876       996       11,666       5,304       347,441   Loss from operations     (10,007,309 )     (126,764 )     (818,331 )     (74,463 )     (3,193,627 )     (756,519 )     (14,977,013 )                                                           Other income (expenses)     (3,337,331 )     (18,914 )     2,284       1,578,864       (432,598 )     17,547       (2,190,148 ) Loss before income taxes   $ (13,344,640 )   $ (145,678 )   $ (816,047 )   $ 1,504,401     $ (3,626,225 )   $ (738,972 )   $ (17,167,161 )   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017     Year ended July 31, 2018   Statement of Operations    United States                               Texas     Arizona     Wyoming     Other States     Canada     Paraguay     Total   Costs and Expenses:                                                         Mineral property expenditures   $ 2,381,993     $ 100,296     $ 1,282,164     $ 67,550     $ -     $ 720,148     $ 4,552,151   General and administrative     7,055,370       13,877       581,277       10,931       3,467,934       277,817       11,407,206   Depreciation, amortization and accretion     325,567       -       12,847       996       11,599       3,615       354,624   Loss from operations     (9,762,930 )     (114,173 )     (1,876,288 )     (79,477 )     (3,479,533 )     (1,001,580 )     (16,313,981 )                                                           Other income (expenses)     (2,630,691 )     (18,914 )     1,541       -       423,657       4,243       (2,220,164 ) Loss before income taxes   $ (12,393,621 )   $ (133,087 )   $ (1,874,747 )   $ (79,477 )   $ (3,055,876 )   $ (997,337 )   $ (18,534,145 )   NOTE 15:18: SUPPLEMENTAL CASH FLOW INFORMATION   During Fiscal 2017, the Company issued 865,3862020, we paid $1,626,667 (Fiscal 2016: $1,429,650;2019: $1,622,222; Fiscal 2015: 1,108,390) restricted common shares with a fair value of $1,107,937 (Fiscal 2016: $1,372,381; Fiscal 2015: $1,851,074) for consulting services. During Fiscal 2017, the Company issued 846,069 shares with a fair value of $967,369 to the Company’s directors, officers, employees and consultants under its Stock Incentive Plan. During Fiscal 2016, the Company issued 826,782 shares with a fair value of $726,244 to the Company’s directors, officers, employees and consultants under its Stock Incentive Plan. During Fiscal 2015, the Company issued 174,437 bonus shares with a fair value of $235,490 to the Company’s directors, officers, employees and consultants under its Stock Incentive Plan. During Fiscal 2017, the Company paid $1,622,222 (Fiscal 2016: $1,626,667; Fiscal 2015: $1,484,444) in cash2018; $1,622,222) for interest on theour long-term debt. During Fiscal 2017, the Company2020, we paid $117,069$116,279 (Fiscal 2016: $114,145;2019: $113,117; Fiscal 2015: $112,681) in2018: $118,944) for surety bond premiums.   During Fiscal 2016,2018, we issued 14,634,748 shares and paid $909,930 in cash as consideration to acquire the Company entered into a Share Purchas and Option Agreement with CICRI, pursuant to which the Company acquired allReno Creek Project. In addition, we issued 353,160 shares as payment of the issued and outstanding shares of JDL. As consideration, the Company paid $50,000 in cashreimbursable expenses totaling $483,829 and issued 1,333,560 restricted common217,702 shares with a fair value of $1,226,875 to CICRI.$283,013 as payment of certain transaction costs.   During Fiscal 2017, the Company exercised the CIC Option in accordance with the Share Purchase and Option Agreement and2018, we issued 664,879 restricted common1,625,531 shares with a fair value of $1,070,455$2,617,105 and paid $2,940,000 in cash as consideration to settle certain payables totaling $1,021,453. During Fiscal 2017,acquire the Company alsoNorth Reno Creek Project. In addition, we issued 351,061 restricted common65,684 shares with a fair value of $454,195$105,751 as settlementpayment of certain payables totaling $454,195.transaction costs.   During Fiscal 2016, the Company2018, we issued 487,574 restricted common164,767 shares with a fair value of $453,444$232,321 and paid $239,120 in cash as settlement of certain payables totaling $406,476. During Fiscal 2017,consideration to acquire the Company issued 46,800 restricted common shares with a fair value of $48,672 as part of an annual advance royalty payment for the Workman CreekDiabase Project. NOTE 16: COMMITMENTS AND CONTINGENCIES The Company is renting or leasing various office or storage space located in the United States, Canada and Paraguay with total monthly payments of $19,318. Office lease agreements for the United States and Canada expire between July 2018 and March 2021 respectively. The aggregate minimum payments over the next five years are as follows: Fiscal 2018   $ 219,135   Fiscal 2019     81,730   Fiscal 2020     82,134   Fiscal 2021     54,756   Fiscal 2022     -       $ 437,755   The Company is committed to pay its key executives a total of $712,000 per year for 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. F-36   URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 F-32   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, the 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 250th 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. F-37 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   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. 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 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 has filed a motion to dismiss. The plaintiff ultimately abandoned the Federal Derivative 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 the Federal Derivative 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 filed a motion to dismiss and on September 13, 2017, the Court granted the Company’s motion to dismiss the Nevada Derivative Case. On or about October 5, 2017, the Plaintiff filed a notice of appeal with the Court and, as of the date of this Annual Report, the Court has not set a briefing date deadline. 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, results of operations or cash flows. F-38 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017   NOTE 17: ACQUISITION OF RENO CREEK PROJECT On May 9, 2017, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) 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”) (the “Reno Creek Acquisition”) and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project (the “Reno Creek Project”) located in the Powder River Basin, Wyoming. Pursuant to the terms of the Share Purchase Agreement, the Company agreed to reimburse all costs and expenses (the “Reimbursable Expenses”) incurred by RCHI and its subsidiaries in the ordinary course of business from the effective date of the Share Purchase Agreement to the closing date. On August 7, 2017, the Company entered into an amending agreement (the “Amending Agreement”) with each of the original Pacific Road Resources Funds (“PRRF”) and, by tag-along right, BHI, and together with PRRF the (the “Reno Creek Vendors”), whereby the Company and the Reno Creek Vendors agreed that the amount to be distributed from RCHI’s subsidiaries to RCHI totalled $1,743,666 (the “Approved Distribution”), which was comprised of the Reimbursable Expenses, and the amount of cash on hand held by RCHI’s subsidiaries at the time. On August 9, 2017, the Company completed the Reno Creek Acquisition pursuant to the Share Purchase Agreement to acquire all of the issued and outstanding shares of RCHI and therefore obtained 100% ownership interests in RCHI, of which 97.27% was from PRRF and 2.73% was from BHI. In connection with the Reno Creek Acquisition, the Company paid the following consideration: · a cash payment of $909,930; · 14,392,927 common shares of the Company; · an additional 241,821 common shares at a deemed price of $1.406 per share in settlement of certain insurance costs of $340,000 incurred by the Company and RCHI at closing; · 11,308,728 warrants of the Company (each a “Warrant”), with each Warrant entitling the holder to acquire one share of the Company at an exercise price of $2.30 per share for a period of five years from the date of issuance. The Warrants have an accelerator clause which provides that, in the event that the closing price of common shares of the Company on its principally traded exchange is equal to or greater than $4.00 per share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to within 30 days by providing written notice to the holders; · a 0.5% net profits interest royalty, capped at $2.5 million; and · transaction costs of $779,510. In connection with the Reno Creek Acquisition, the Company also issued 353,160 common shares at a deemed price of $1.406 per share in settlement of the Reimbursable Expenses totalling $483,829, which will be expensed on the consolidated financial statements for the three months ending October 31, 2017. In accordance with ASC 360: Property, Plant and Equipment, the Reno Creek Acquisition will be accounted for as an asset acquisition as it is determined that the operations of Reno Creek do not meet the definition of a business as defined in ASC 805: Business Combinations. F-39 URANIUM ENERGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2017 The fair value of the consideration paid and the allocation to the identifiable assets acquired and liabilities assumed are summarized as follows: Consideration paid       14,634,748 UEC common shares at $1.37 per share   $ 20,049,605   11,308,728 UEC share purchase warrants at $0.45 per warrant     5,088,928   Cash payment     909,930   Transaction costs     779,509       $ 26,827,972             Assets acquired and liabilities assumed         Cash and cash equivalents   $ 1,247,170   Prepaid expenses     319,874   Reclamation deposits     73,973   Land & buildings     257,000   Mineral rights & properties     25,003,928   Asset retirement obligations     (73,973 )     $ 26,827,972   The Reno Creek Project is located in the Powder River Basin, Campbell County, Wyoming, approximately 80 miles northeast of Casper. NOTE 18: SUBSEQUENT EVENT Subsequent to July 31, 2017, the Company paid Fiscal 2017 bonuses to the Company’s directors, officers, employees and consultants, which were paid in the form of cash, compensation shares (the “Bonus Shares”) and stock options. The Bonus Shares were issued and the stock options were granted under the Company’s Stock Incentive Plan. The cash bonus of $393,800 and withholding amounts associated with the Bonus Shares were included in accounts payable and accrued liabilities, and 398,839 Bonus Shares with a fair value of $638,142 was reported as share issuance obligations on the company’s consolidated balance sheet as at July 31, 2017. The stock options to purchase a total of 1,854,000 shares of the Company are exercisable at $1.28 per share vesting over a period of 24 months with a term of five years. F-40 SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) 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     (Principal Executive Officer) and Director Date: October 13, 201728, 2020.   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.     By: /s/ Amir Adnani     Amir Adnani     President, Chief Executive Officer (Principal Executive Officer) and Director     Executive Officer) and Director Date: October 13, 201728, 2020.         By: /s/ Pat Obara     Pat Obara     Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)     and Principal Accounting Officer) Date: October 13, 201728, 2020.         By: /s/ Spencer Abraham     Spencer Abraham     Chairman and Director     Date: October 13, 201728, 2020.         By: /s/ Ivan ObolenskyVincent Della Volpe     Ivan Obolensky Vincent Della Volpe     Director     Date: October 13, 201728, 2020.         By: /s/ Vincent Della VolpeDavid Kong     Vincent Della Volpe David Kong     Director     Date: October 13, 201728, 2020.         By: /s/ David KongGanpat Mani     David Kong Ganpat Mani     Director     Date: October 13, 201728, 2020.         By: /s/ Ganpat ManiGloria Ballesta     Ganpat Mani Gloria Ballesta     Director     Date: October 13, 201728, 2020.   __________