NOTE

CAPITAL STOCK

Equity Financing

Subsequent to

July 31, 2020,

we completed the

September 2020

Offering of

12,500,000

units at a price of

$1.20

for gross proceeds of

$15,000,000.

Each unit was comprised of

one

share of our 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

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

months from the date of issuance.

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

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

months from the date of issuance.

The shares were valued at the Company's closing price of

$1.54

per share at

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	2.90	%
Expected Annual Volatility	63.30	%
Expected Contractual Life in Years	2.50
Expected Annual Dividend Yield	0.00	%

The net proceeds from the

October 2018

Offering were allocated to the fair values of the shares and share purchase warrants as presented below:

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

Share Transactions

During 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

impact on our Company's Consolidated Statements of Operations and 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
Balance, July 31, 2017		19,676,560		$	1.78
Issued		11,358,728			2.30
Exercised		(61,799	)		1.20
Expired		(50,000	)		1.95
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

A summary of share purchase warrants outstanding and exercisable as at

July 31, 2020

are as follows:

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

July 31, 2020,

we had

one

stock option plan, the

2020

Stock Incentive Plan (the

“2020

Plan”), which superseded and replaced the Company's

2019

Stock Incentive Plan (collectively the “Stock Incentive Plan”), such that

further shares are issuable under the prior plan.

During Fiscal

2020,

we granted stock options under the Stock Incentive Plan to certain of our directors, officers, employees and consultants to purchase an aggregate of

4,838,900

(Fiscal

2019:

2,006,350;

Fiscal

2018:

4,083,000

) shares of the Company, which are subject to a

month vesting provision whereby, at the end of each of the

first

three

and

six

months after the grant date,

12.5%

of the total stock options become exercisable, and whereby at the end of each of the

12,

and

months after the grant date,

25%

of the total stock options 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

years, whereas the options granted during Fiscal

2018

have a term of

five

years.

The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

	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

A continuity schedule of outstanding stock options at

July 31, 2020,

and the changes during the periods, is as follows:

	Number of Stock Options			Weighted Average Exercise Price
Balance, July 31, 2017		12,260,500		$	1.33
Granted		4,083,000			1.40
Exercised		(1,365,625	)		0.70
Forfeited		(66,250	)		1.24
Balance, July 31, 2018		14,911,625			1.41
Granted		2,006,350			0.97
Exercised		(259,625	)		1.12
Cancelled/Forfeited		(910,000	)		2.41
Expired		(10,000	)		1.50
Balance, July 31, 2019		15,738,350			1.30
Granted		6,163,900			0.95
Cancelled/Forfeited		(179,344	)		1.02
Expired		(6,208,156	)		1.39
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

July 31, 2020,

the aggregate intrinsic value of all outstanding stock options granted was estimated at

$391,508

(vested:

$95,261

and unvested:

$296,247

). At

July 31, 2020,

the unrecognized compensation cost related to unvested stock options was

$2,500,153

expected to be recognized over

1.31

years.

A summary of stock options outstanding and exercisable at

July 31, 2020

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

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:

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.

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

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

(

)

one

-year relative Total Shareholder Return's (“TSR”) (stock price appreciation) and

one

(

)

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

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

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

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%

July 30, 2020,

90,001

of PRSUs vested based on UEC's share performance then relative to the Global

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.

Stock

Based Compensation

A summary of stock-based compensation expense for Fiscal

2020,

Fiscal

2019

and Fiscal

2018

is as follows:

	Year Ended July 31,
	2020			2019		2018
Stock-Based Compensation for Consultants
Common stock issued for consulting services	$	539,552		$	644,307	$	740,640
Amortization of stock option expenses		240,912			153,549		582,842
		780,464			797,856		1,323,482
Stock-Based Compensation for Management
Common stock issued to management		225,217			269,688		702,505
Amortization of stock option expenses		644,516			516,266		284,556
Amortization of RSU & PRSU expenses		582,785			-		-
		1,452,518			785,954		987,061
Stock-Based Compensation for Employees
Common stock issued to employees		635,414			674,488		773,899
Amortization of stock option expenses		640,011			689,743		547,231
		1,275,425			1,364,231		1,321,130

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.