NOTE

14:

STOCK-BASED COMPENSATION

Stock Options

As at

July 31, 2021,

we had

one

stock option plan, the

2021

Stock Incentive Plan (the

“2021

Plan”), which superseded and replaced the Company's

2020

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

further shares are issuable under the prior plan.

During Fiscal

2021

and 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

959,588

and

4,838,900

shares of the Company, respectively, 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, during Fiscal

2020,

we granted performance stock options (the “PSO”s) 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 PSOs are subject to a

three

year vesting provision whereby

one

third

of the total PSOs become exercisable at the end of each of the first,

second

and

third

year after the date of grant.

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,
	2021			2020
Expected Risk Free Interest Rate		0.70	%		0.40	%
Expected Volatility		72.57	%		60.48	%
Expected Life in Years		5.0			4.9
Expected Dividend Yield		0	%		0	%
Weighted-Average Grant Date Fair Value	$	1.30		$	0.45

A continuity schedule of outstanding stock options as at

July 31, 2021,

and the changes during the fiscal year periods, is as follows:

	Number of Stock Options			Weighted Average Exercise Price
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
Granted		959,588			2.21
Exercised		(4,705,005	)		1.09
Expired		(1,365,000	)		1.48
Balance, July 31, 2021		10,404,333		$	1.21

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

	Year Ended July 31,
	2021		2020
Number of Options Exercised on Forfeiture Basis		2,970,878		-
Number of Options Exercised on Cash Basis		1,734,127		-
Total Number of Options Exercised		4,705,005		-

Number of Shares Issued on Cash Exercise		1,734,127		-
Number of Shares Issued on Forfeiture Basis		1,592,128		-
Total Number of Shares Issued Upon Exercise of Options		3,326,255		-

Cash Received from Exercise of Stock Options	$	1,915,995	$	-
Total Intrinsic Value of Options Exercised	$	6,882,464	$	-

A continuity schedule of outstanding unvested stock options at

July 31, 2021,

and the changes during the fiscal year periods, is as follows:

	Number of Unvested Stock Options			Weighted Average Grant Date Fair Value
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
Granted		959,588			1.30
Vested		(3,865,852	)		0.47
Balance, July 31, 2021		3,891,207		$	0.66

As at

July 31, 2021,

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

$10,147,195

(vested:

$6,597,753

and unvested:

$3,549,442

). As at

July 31, 2021,

the unrecognized compensation cost related to unvested stock options was

$1,711,602

expected to be recognized over

1.15

years.

A summary of stock options outstanding and exercisable as at

July 31, 2021

is as follows:

			Options Outstanding						Options Exercisable
Range of Exercise Prices			Outstanding at July 31, 2021		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Exercisable at July 31, 2021		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
$0.80	to	$0.99		5,342,620	$	0.92		8.56		3,289,024	$	0.92		8.35
$1.00	to	$1.49		2,500,125		1.17		5.30		1,616,791		1.21		3.30
$1.50	to	$2.80		2,561,588		1.84		4.87		1,607,311		1.61		1.86
				10,404,333	$	1.21		6.87		6,513,126	$	1.16		5.49

Restricted Stock Units

During Fiscal

2021

and Fiscal

2020,

the Company granted RSUs to certain directors and officers of the Company under our Stock Incentive Plan. RSUs granted during Fiscal

2021

have a vesting period of

three

years from the grant date, whereby

one

third

of the RSUs will vest at the end of the first,

second

and

third

year, respectively, from the date of grant. RSUs granted during Fiscal

2020

have a vesting period of

three

years from the grant date, whereby

one

-half of the RSUs will vest at the end of the

first

year, and

one

third

of the remaining

one

-half will vest at the end of each of the first,

second

and

third

year, respectively, from the date of grant. The fair value of these RSUs were determined using the share prices at the respective grant dates.

A continuity schedule of outstanding RSUs as at

July 31, 2021,

and the changes during the fiscal year end periods, is as follows:

	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
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
Granted		407,617			2.15
Vested		(1,025,005	)		0.91
Balance, July 31, 2021		997,612		$	1.42

A summary of outstanding unvested RSUs as at

July 31, 2021

is as follows:

Grant Date	Number of Restricted Stock Units		Grant Date Fair Value		Remaining Life (Years)		Aggregate Intrinsic Value
July 30, 2019		154,999	$	0.94		1.00	$	336,348
July 16, 2020		434,996		0.91		1.96		943,941
July 21, 2021		407,617		2.15		2.98		884,529
		997,612	$	1.42		2.22	$	2,164,818

During Fiscal

2021

and Fiscal

2020,

stock-based compensation relating to the RSUs totaled

$1,059,505

and

$310,127,

respectively. During Fiscal

2021

and Fiscal

2020,

a total of

1,025,005

and

155,000

RSUs vested, respectively, resulting in

536,361

and

105,844

net RSU shares being issued with

488,644

and

49,156

RSUs being forfeited, respectively as payments of tax withholding amounts. As at

July 31, 2021,

unrecognized compensation costs related to unvested RSUs totaled

$1,132,372,

which is expected to be recognized over a period of approximately

1.85

years.

Performance Based Restricted Stock Units

During Fiscal

2021,

the Company granted

246,475

target PRSUs (the “Target PRSUs”) and allocated up to the same amount of respective PRSUs (the “Additional PRSUs”, and together with the Target PRSUs, the “PRSUs”) respectively, to the Company's executive officers under our Stock Incentive Plan. These PRSUs vest based on certain performance goals measured on the Company's share price relative to the Global

Uranium ETF share price over a

three

-year period (the “Performance Period”). The PRSUs vest based on relative Total Shareholder Return's (“TSR”) (stock price appreciation) over the measurement period from the grant date of the PRSUs (the “Measurement Period”).

PRSUs were granted in Fiscal

2020.

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 from the grant date over the Performance Period. Depending on the TSR performance, the percentage eligible to vest at the end of the respective 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 Performance Period with

cash settlement alternatives. The PRSUs carry neither rights to dividends nor voting rights. The Company accounts for the PRSUs as an equity-settled plan.

The fair values of the Target PRSUs granted in Fiscal

2021

were valued using the Monte Carlo simulation model at the date of grant with the following principal assumptions:

Expected Risk Free Interest Rate		0.39	%
Expected Volatility		78.03	%
Expected Dividend Yield		0	%
Expected Life in Years		3
Correlation		66.02	%
Grant Price	$	2.15
Grant Date Fair Value	$	2.48

During Fiscal

2021

and Fiscal

2020,

an aggregate of

222,500

and

90,001

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

Uranium ETF, which were accrued and recorded as share issuance obligations on our consolidated balance sheets.

A continuity schedule of unvested PRSUs comprised of Target PRSUs and Additional PRSUs as at

July 31, 2021,

and the changes during the fiscal year end periods, is as follows:

	Number of Unvested PRSUs			Weighted Average Grant Date Fair Value
Balance, July 31, 2019		890,000		$	1.15
Forfeited		(132,499	)		1.15
Balance, July 31, 2020		757,501			1.15
Granted		492,950			2.48
Balance, July 31, 2021		1,250,451		$	1.67

During Fiscal

2021

and Fiscal

2020,

stock-based compensation related to amortization of PRSUs totaled

$156,055

and

$272,658,

respectively. As at

July 31, 2021,

unrecognized compensation costs relating to unvested PRSUs totaled

$694,998,

which is expected to be recognized over a period of approximately

1.76

years.

Stock-Based Compensation

A summary of stock-based compensation expense for Fiscal

2021

and Fiscal

2020

is as follows:

	Year Ended July 31,
	2021		2020
Stock-Based Compensation for Consultants
Common stock issued to consultants	$	876,695	$	539,552
Amortization of stock option expenses		288,603		240,912
		1,165,298		780,464
Stock-Based Compensation for Management
Common stock issued to management		135,000		225,217
Amortization of stock option expenses		773,583		644,516
Amortization of RSU & PRSU expenses		1,215,560		582,785
		2,124,143		1,452,518
Stock-Based Compensation for Employees
Common stock issued to employees		1,199,958		635,414
Amortization of stock option expenses		982,179		640,011
		2,182,137		1,275,425

Settlement of share issuance obligation		-		(15,189	)
	$	5,471,578	$	3,493,218

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.