8-K/A

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

FORM 8-K/A

(Amendment No. 1)

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

August 19, 2022
Date of Report (Date of earliest event reported)

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

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	UEC	NYSE American

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

Emerging growth company  ☐

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

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Uranium Energy Corp. (the “Company”) dated August 19, 2022 and filed with the Securities and Exchange Commission on August 24, 2022.

This Amendment No. 1 is solely for the purpose of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported acquisition of UEX Corporation (“UEX”).

Item 2.01 Completion or Acquisition or Disposition of Assets

This Amendment No. 1 on Form 8-K/A amends and supplements the Original Form 8-K to include the historical audited and unaudited financial statements of UEX and the pro forma combined financial information required by Item 9.01 of Form 8-K that were not included in the Original Form 8-K in reliance on the instructions to such item. All disclosure under Item 2.01 in the Original Form 8-K is hereby incorporated by reference into this Item 2.01. Except as set forth herein, no modifications have been made to information contained in the Original Form 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired

The audited consolidated financial statements of UEX as of and for the year ended December 31, 2021, with the accompanying notes, are attached hereto as Exhibit 99.1.

The unaudited condensed interim consolidated financial statements of UEX for the three and six months ended June 30, 2022, with the accompanying notes, are attached hereto as Exhibit 99.2.

(b) Pro forma financial information

The unaudited pro forma combined financial information of the Company and UEX as of and for the year ended July 31, 2022, with the accompanying notes, are attached hereto as Exhibit 99.3.

(d) Exhibits

Exhibit	Description
23.1	Consent of KPMG LLP
99.1	Audited annual consolidated financial statements of UEX as of and for the year ended December 31, 2021.
99.2	Unaudited condensed interim consolidated financial statements of UEX for the three and six months ended June 30, 2022.
99.3	Unaudited pro forma combined financial statements as of and for the year ended July 31, 2022.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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SIGNATURES

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

	URANIUM ENERGY CORP.
DATE: November 1, 2022.	By:	/s/ Pat Obara
		Pat Obara, Secretary and Chief
		Financial Officer

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EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (No. 333-220404, 333-236571, 333-256170 and 333-267992) on Form S-3 and the Registration Statements (Nos. 333-147626, 333-162264, 333-172092, 333-192462, 333-201423, 333-213500, 333-227023, 333-233736, 333-249679, and 333-262197) on Form S-8, of our report dated November 1, 2022, with respect to the consolidated financial statements of UEX Corporation, which comprise the consolidated balance sheet as of December 31, 2021, the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the year ended December 31, 2021 and the related notes (collectively the “consolidated financial statements”) which is included in the Current Report on Form 8-K/A of Uranium Energy Corp. dated November 1, 2022.

/s/ KPMG LLP

Chartered Professional Accountants

Saskatoon, Canada

November 1, 2022

EX-99.1

Exhibit 99.1

UEX CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Head office

1830 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3

T: (306) 979-3849 F: (604) 669-1240

Independent Auditors’ Report

To the Board of Directors

UEX Corporation:

Qualified Opinion

We have audited the consolidated financial statements of UEX Corporation and its subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2021, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, except for the omission of comparative financial information described in the Basis of Qualified Opinion section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Qualified Opinion

As discussed in note 2(a) to the consolidated financial statements, the consolidated financial statements have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X for purposes of a filing with the U.S. Securities and Exchange Commission and do not include comparative financial information as required by IAS 1 “Presentation of the Financial Statements”.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are available to be issued. 

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP

Chartered Professional Accountants
Saskatoon, Canada

November 1, 2022

2

UEX CORPORATION Consolidated Balance Sheet As at December 31, 2021

	Notes		December 31 2021
Assets
Current assets
Cash and cash equivalents		3	$	7,261,801
Amounts receivable		4, 22		79,134
Prepaids and others				79,571
				7,420,506
Non-current assets
Deposits				6,817
Equipment		5		222,563
Right-of-use asset		6		101,136
Mineral properties		7		10,875,960
Investment in equity-accounted investee		9		20,219,060
Investments		8		454,375
Total assets			$	39,300,417
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and other liabilities		11	$	452,150
Lease liability - current		12		50,337
				502,487
Non- current liabilities
Lease liability – long term		12		63,344
Total liabilities				565,831
Shareholders’ equity
Share capital	14(b)			237,444,465
Share-based payments reserve	14(c)			4,580,664
Accumulated other comprehensive income (loss)				47,375
Deficit				(203,337,918	)
				38,734,586
Total liabilities and shareholders’ equity			$	39,300,417
Nature and continuance of operations		1
Commitments	14(d)
Contingencies		23

See accompanying notes to the consolidated financial statements.

Approved on behalf of the Company and authorized for issue on November 1, 2022.

“signed”

Amir Adnani

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UEX CORPORATION Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2021

	Notes		2021
Interest income			$	21,153
Management fees		21		21,250
				42,403
Expenses
Depreciation				65,272
Exploration and evaluation expenditures		18		2,379,286
Filing fees and stock exchange				86,611
Financing and interest				5,929
Loss on disposal of equipment				443
Loss on foreign exchange				213
Legal and audit				330,601
Maintenance				40,447
Office expenses, net of project surcharges		19		253,862
Salaries, net of project management fees & CEWS		20, 22		417,864
Share-based compensation	14(c)			687,978
Travel and promotion				193,661
Write down of mineral property	7(iv)			-
				4,462,167
Loss from operations				(4,419,764	)
Share of loss from equity-accounted investee		9		(575,527	)
Loss before income taxes				(4,995,291	)
Deferred income tax recovery		13		-
Loss for the year			$	(4,995,291	)
Other comprehensive income
Fair value net change on financial assets - FVOCI		8, 16		50,000
Comprehensive loss for the year			$	(4,945,291	)
Basic and diluted loss per share			$	(0.01	)
Basic and diluted weighted-average number of shares outstanding				480,599,312

See accompanying notes to the consolidated financial statements.

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UEX CORPORATION Consolidated Statement of Changes in Equity Year Ended December 31, 2021

	Number of common shares		Share capital			Share-based payments reserve			Accumulated other comprehensive income (loss)			Deficit			Total
December 31, 2020		452,185,620	$	213,689,932		$	4,177,000		$	(2,625	)	$	(199,193,887	)	$	18,670,420
Loss for the period		-		-			-			-			(4,995,291	)		(4,995,291	)
Issued pursuant to private placements		79,364,103		23,657,000			-			-			-			23,657,000
Share issuance costs		-		(2,870,909	)		1,286,345			-			-			(1,584,564	)
Value attributed to flow-through share premium on issuance		-		(192,423	)		-			-			-			(192,423	)
Stock option exercise		5,410,000		1,662,092			(558,842	)		-			-			1,103,250
Warrant exercise		6,831,121		1,392,440			(130,599	)		-			-			1,261,841
Restricted share unit		231,158		106,333			(106,333	)		-			-			-
Fair value change in financial assets - FVOCI		-		-			-			50,000			-			50,000
Share-based payment transactions		-		-			764,353			-			-			764,353
Transfer to deficit on cancellation and expiry of share purchase options		-		-			(851,260	)		-			851,260			-
December 31, 2021		544,022,002	$	237,444,465		$	4,580,664		$	47,375		$	(203,337,918	)	$	38,734,586

See accompanying notes to the consolidated financial statements.

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UEX CORPORATION Consolidated Statement of Cash Flows Year Ended December 31, 2021

	Notes		2021
Cash provided by (used for):
Operating activities
Loss for the year			$	(4,995,291	)
Adjustments for:
Depreciation				119,786
Deferred income tax recovery		13		-
Share of loss from equity-accounted investee				575,527
Loss on sale of equipment				443
Interest income				(21,153	)
Interest on lease liabilities		12		9,754
Share-based compensation	14(c)			764,353
Write down of mineral property	7(iv)			-
Changes in:
Amounts receivable				(13,149	)
Prepaid expenses and deposits				54,333
Accounts payable and other liabilities				5,158
Security deposit liability				-
				(3,500,239	)
Investing activities
Interest received				23,362
Lease receivable				-
Investment in mineral properties				(1,578	)
Investment in equity-accounted investee		9		(41,293,153	)
Purchase of equipment				(63,806	)
Proceeds from sale of equipment				2,500
				(41,332,675	)
Financing activities
Lease liability payments		12		(56,363	)
Proceeds from short-term loan		10		40,950,000
Repayment of short-term loan		10		(20,450,000	)
Proceeds from common shares issued	14(b)			23,657,000
Proceeds from exercise of options	14(c)			1,103,250
Proceeds from exercise of warrants	14(e)			1,261,841
Share issuance costs	14(b)			(1,584,564	)
				44,881,164
Change in cash and cash equivalents during the year				48,250
Cash and cash equivalents, beginning of year				7,213,551
Cash and cash equivalents, end of year			$	7,261,801
Supplementary information
Non-cash transactions	Notes
Increase in other liabilities due to flow-through premiums		11	$	192,423
Decrease in other liabilities due to partial extinguishment of flow-through premiums on renouncements				-
Settlement of short-term loan through sale of equity investment		10		(20,500,000	)
Non-cash share-based compensation included in exploration and evaluation expenditures		18		76,375
Depreciation included in exploration and evaluation expenditures		18		54,514

See accompanying notes to the consolidated financial statements.

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

1. Nature and continuance of operations

UEX Corporation (the “Company”) was incorporated under the Canada Business Corporations Act on October 2, 2001. The Company entered into an agreement with Pioneer Metals Corporation (“Pioneer”) and Cameco Corporation (“Cameco”) to establish the Company as a public uranium exploration company. On July 17, 2002, under a plan of arrangement with Pioneer, Pioneer transferred to the Company its uranium exploration properties and all related assets, including the Riou Lake and Black Lake projects. On the same date, Cameco transferred its Hidden Bay uranium exploration property and certain related assets, in exchange for shares of the Company.

The Company is currently engaged in the exploration and evaluation of its mineral properties located in the province of Saskatchewan. The principal address is located at 1830-1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3.

The Company is exploring and evaluating its mineral properties and has not yet determined whether its mineral properties contain mineral resources that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable mineral resources, the ability of the Company to obtain the necessary financing to complete exploration programs and development and upon future profitable production or proceeds from the disposition of its mineral properties. The Company performed an evaluation of impairment indicators under IFRS 6 for its mineral properties as at December 31, 2021 and has concluded that there are no indicators of impairment.

The Company has sufficient financial resources for exploration, evaluation, and administrative costs for at least, but not limited to, twelve months from the end of the reporting period. The Company will require additional financing from time to time and although it has been successful in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms. As at December 31, 2021, the Company had working capital of $6.9 million of which $4.3 million is committed to be spent on qualifying expenditures to satisfy flow-through share requirements, leaving $2.6 million to finance operating activities through its 2022 fiscal year and beyond.

2. Significant accounting policies

(a) Statement of compliance

These consolidated financial statements as at and for the year ended December 31, 2021 have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X for purposes of a filing with the U.S Securities and Exchange Commission in connection with the acquisition of UEX Corporation by Uranium Energy Corp.

These consolidated financial statements, including comparative figures, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), except that they do not include comparative financial information for the year ended December 31, 2020 as required by IAS 1, Presentation of Financial Statements.

The consolidated financial statements were approved and authorized for issue on November 1, 2022.

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(b) Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. Transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Translation gains and losses are recorded in profit or loss.

(c) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, CoEX Metals Corporation.

Subsidiaries are entities controlled by the Company. Control is having power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.

(d) Use of estimates and judgments

The preparation of consolidated financial statements requires management to make accounting estimates and assumptions requiring judgment in applying the Company’s accounting policies. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual amounts may differ from such estimates. Information about judgment and estimates is contained in the notes to the consolidated financial statements, with the key areas summarized below.

The following are the critical judgements that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.

(i) Assessment for impairment indicators at each reporting period to determine whether facts and circumstances indicate that the carrying amount of mineral properties may exceed its recoverable amount. Indicators assessed include the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive exploration and evaluation expenditures on mineral properties are budgeted, and results of exploration and evaluation activities on the mineral properties. The Company considers whether sufficient data exists to indicate that the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale (see Note 2(l) Mineral properties and Note 7 Mineral properties).

(ii) Assessment of internal and external indicators of impairment for equipment including significant changes in the extent or manner in which an asset is expected to be used (see Note 2(k) Equipment and Note 5 Equipment).

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(d) Use of estimates and judgments (continued)

(iii) Evaluating company-specific facts and circumstances to determine whether accruals or recognition of liabilities may be required with respect to asset retirement obligations or other circumstances (see Note 2(m) Provisions).

(iv) Interpretation of new accounting guidelines and assessing their potential impact on the Company’s consolidated financial statements requires judgment with respect to company-specific facts and circumstances.

The following are the critical estimates requiring assumptions and estimation that have the most significant effect on the amounts recognized in the consolidated financial statements:

(i) Estimates and/or assumptions used in determining the fair value of share-based compensation, including Black-Scholes valuation model inputs such as the expected forfeiture rate, volatility and life of share-purchase options (see Note 14(c) Share-based compensation).

(ii) Assumptions used to estimate the useful lives of property, plant and equipment for determining appropriate depreciation rates (see Note 2(k) Equipment and Note 5 Equipment).

(iii) Estimates that would be used, should the recording of a rehabilitation provision or asset retirement obligation be required in the consolidated financial statements. Estimates would relate to the expected inflation rate, estimated mine life and the discount rates applied (see Note 2(m) Provisions).

(e) Joint arrangements

Joint arrangements are arrangements of which the Company has joint control, established by contracts requiring unanimous consent for decisions about the activities that significantly affect the arrangements’ returns. They are classified and accounted for as follows:

(i) Joint operation – is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. The consolidated financial statements of the Company would include its share of the assets and liabilities in such joint operations, as well as its share of the revenues and expenses arising from those joint operations, measured in accordance with the terms of each arrangement.

(ii) Joint venture – is a joint arrangement whereby the parties have joint control over the arrangement and have rights to the net assets of the arrangement. Interests in joint ventures are accounted for using the equity method of accounting. They are initially recorded at cost, which incudes transaction costs. Subsequent to initial recognition, the Company’s proportionate interest in the assets, liabilities, revenues, and expenses of jointly controlled entities are recognized on a single line in the consolidated statements of financial position and earnings. The share of joint venture results is recognized in the Company’s consolidated financial statements from the date that joint control commenced until the date at which it ceases.

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(e) Joint arrangements (continued)

The Company has an interest in several joint operations relating to the exploration and evaluation of various properties in the western and northern Athabasca Basin. The consolidated financial statements include the Company’s proportionate share of the joint operations’ assets, liabilities, revenue and expenses with items of za similar nature on a line-by-line basis from the date that the joint arrangement commences until the date that the joint arrangement ceases. These interests are governed by contractual arrangements but have not been organized into separate legal entities or vehicles.

(f) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less.

(g) Financial assets

The classification of financial assets depends on the business model in which the financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of IFRS 9, Financial Instruments, are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at Fair Value Through Profit and Loss (“FVTPL”):

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The financial assets at amortized cost consist of accounts receivables, cash and cash equivalents.

A debt investment is measured at Fair Value Through Other Comprehensive Income (“FVOCI”) if it meets both of the following conditions and is not designated as at FVTPL:

- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in Other Comprehensive Income (“OCI”). This election is made on an investment-by-investment basis and such election has been made for its investments at December 31, 2021.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(g) Financial assets (continued)

A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets.

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost	These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI	These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI	These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Impairment of financial assets

Financial assets measured at amortized cost, contract assets, and debt investments in FVOCI, but not investments in equity instruments, are assessed for credit impairment under the expected credit loss (“ECL”) model of impairment. This impairment model applies to lease receivables, loan commitments, and financial guarantee contracts; the Company has no such items.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Presentation of impairment

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. Impairment losses related to accounts and other receivables are presented separately in the statement of profit or loss. Impairment losses on other financial assets are presented under ‘finance costs’, and not presented separately in the statement of operations due to materiality considerations.

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UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(h) Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities at amortized cost.

Financial liabilities at amortized cost are initially measured at fair value, net of transaction costs incurred and subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity dates. The Company has classified accounts payable and other liabilities as other financial liabilities.

The Company has not elected to carry any financial liabilities at fair value through profit or loss.

De-recognition of financial liabilities

The Company de-recognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.

(i) Impairment of non-financial assets

Non-financial assets are evaluated at least annually by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.

(j) Leases

As a lessee

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At commencement of a contract that is, or contains, a lease, the Company recognizes a right-of-use asset and a lease liability. The right-of-use asset is initially measured at cost and subsequently depreciated using the straight-line method from the commencement date and over the useful life of the underlying asset, which is determined on the basis of property and equipment.

The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or the Company’s incremental borrowing rate (“IBR”). The Company determines its IBR by obtaining interest rates from various external sources and making certain adjustments to reflect the terms of the lease and the type of the asset leased.

UEX  |  Unearthing Energy Metals  10

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(j) Leases (continued)

As a lessor

When the Company enters into a contract as a lessor, it determines at inception whether each lease is a finance or operating lease. When the Company is an intermediate lessor, it accounts for its interest in the head lease and sub-lease separately. The sub-lease classification is made based on the right-of-use asset arising from the head lease, not to the underlying asset.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Equipment

Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost comprises the fair value of consideration given to acquire or construct an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use, along with the future cost of dismantling and removing the asset.

When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. The costs of the day-to-day servicing of equipment are recognized in profit or loss as incurred.

Depreciation

Depreciation is based on the cost of an asset less its residual value. Depreciation is provided over the expected useful lives of the assets.

Depreciation methods and expected useful lives are reviewed at each reporting date and adjusted as required. All assets are depreciated on a straight‑line basis over their useful lives as follows:

Asset	Basis	Useful Life
Exploration camp	Straight line	5 - 20 years
Exploration equipment	Straight line	3 - 5 years
Computer equipment	Straight line	1 - 5 years
Office furniture	Straight line	3 - 5 years
Leasehold improvements	Straight line	Lesser of term of lease or 10 years

UEX  |  Unearthing Energy Metals  11

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(l) Mineral properties

Exploration and evaluation assets and expenses

The Company capitalizes all costs relating to the acquisition of mineral claims. All exploration and evaluation costs are expensed until properties are determined to have economically recoverable reserves. Once a decision to proceed with development has been approved, all subsequent costs incurred for development will be capitalized as a component of property and equipment. Expenditures incurred before the Company has obtained the legal rights to explore a specific area are expensed as incurred.

The recovery of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete exploration and development of the properties and on future profitable production or proceeds of disposition. The underlying value of all properties is dependent on the existence and economic recovery of mineral resources in the future which includes acquiring the necessary permits and approvals. The Company recognizes in income costs recovered on mineral properties when amounts received or receivable are in excess of the carrying amount.

Impairment

All capitalized mineral properties are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that the capitalized acquisition cost is determined to be impaired, this amount is recorded as a write‑down of interest in mineral properties in the statement of operations and comprehensive loss in the period.

Development properties

When mineral reserves have been determined and the decision to proceed with development has been approved, capitalized mineral property costs are tested for impairment then reclassified as a component of property, plant and equipment. The expenditures related to development and construction are capitalized as construction-in-progress. Costs associated with the testing of new assets incurred in the period before they are operating in the manner intended by management are capitalized. Development expenditures are net of the proceeds of the sale of metals from ore extracted during the development phase (before the assets are operating in the manner intended by management). Interest on borrowings related to the construction and development of assets are capitalized as pre-production costs and classified as a component of property, plant and equipment. Upon reaching commercial production (operating in the manner intended by management), these capitalized costs are amortized over the estimated reserves on a unit-of-production basis.

UEX  |  Unearthing Energy Metals  12

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(l) Mineral properties (continued)

Reserve and resource estimates

The Company estimates its reserves and mineral resources based on information compiled by Qualified Persons as defined in accordance with Canadian Securities Administrators National Instrument 43-101 (Standards for Disclosure of Mineral Projects). Reserves are used when performing impairment assessments on the Company’s mineral properties once they have moved from Exploration and Evaluation to Development. There are numerous uncertainties inherent in the estimation of mineral reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecasted prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being revised.

(m) Provisions

General

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The expense relating to any provision is presented in profit or loss net of any reimbursement.

Environmental rehabilitation provision

The Company recognizes the fair value of a liability for environmental rehabilitation in the period in which the Company is legally or constructively required to remediate, if a reasonable estimate of fair value can be made, based on an estimated future cash settlement of the environmental rehabilitation obligation, discounted at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation.

The environmental rehabilitation obligation is recorded as a liability and the offset is capitalized as part of the carrying amount of the associated long-lived asset. The capitalized environmental rehabilitation cost is amortized on the same basis as the related asset. The liability is adjusted for the accretion of the discounted obligation and any changes in the amount or timing of the underlying future cash flows. Significant judgments and estimates are involved in forming expectations of the amounts and timing of environmental rehabilitation cash flows. The Company has assessed each of its mineral projects and determined that no material environmental rehabilitations exist as the disturbance to date is minimal.

(n) Income taxes

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

UEX  |  Unearthing Energy Metals  13

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(n) Income taxes (continued)

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets also result from unused loss carry-forwards, resource-related income tax pools and timing differences for other deductions. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(o) Flow-through shares

Under Canadian income tax legislation, a company is permitted to issue shares whereby the company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. To account for flow-through shares, the Company allocates total proceeds from the issuance of flow-through shares between the offering of shares and the sale of tax benefits.

The total amount allocated to the offering of shares is based on the quoted price of the underlying shares. The remaining amount is allocated to the sale of tax benefits and is recorded as a liability and is reversed to profit or loss when the qualifying expenditures are incurred and the tax benefits are renounced. The tax effect of the renunciation is recorded at the time the Company makes the renunciation, which may differ from the effective date of renunciation. If the flow-through shares are not issued at a premium, a liability is not established.

(p) Share capital

Common shares are classified as equity. The Company records proceeds from share issuances net of direct issue costs. Common shares issued for consideration, other than cash, are valued at the quoted market price on the date the shares are issued.

(q) Valuation of warrants

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as part of units. The residual value method first allocates value to common shares issued in the private placements at their fair value, as determined by the closing quoted bid price on the announcement date or the price protection date, if applicable. The balance remaining, if any, is allocated to the warrants with the value recorded in shareholders’ equity under warrant reserve.

UEX  |  Unearthing Energy Metals  14

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(r) Share-based payments

For equity settled plans, the fair value is estimated using the Black-Scholes option-pricing model at the grant date and amortized over the vesting periods. Upon exercise, consideration received on the exercise of share purchase options is recorded as share capital and the related share-based payments reserve is reclassified into share capital. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. Awards issued under these plans that are forfeited before vesting are reversed from share-based payments reserve. For those that expire or are forfeited after vesting, the amount previously recorded in share-based payments reserve is transferred to deficit.

For cash settled plans, the fair value is based on the Company’s stock price on the date of grant. The fair value of the amount payable is recognized as stock-based compensation expense, with a corresponding increase in accrued liabilities over the vesting period. The liability is re-measured at each reporting date and at settlement date. Any changes in fair value of the liability are recognized as stock-based compensation expense.

A Restricted Share Unit (“RSU”) Plan was established for officers, directors, employees, and others providing services to the Company. The RSUs vest in three equal tranches and are settled in cash or common shares of the Company, at the holder’s option. For cash settled RSUs, Company recognizes compensation expense equal to the market value of the common shares of the Company at the date of grant based on the number of RSUs expected to vest, recognized over the term of the vesting period using the graded vesting method, with a corresponding credit to accrued liabilities. The liability is re-measured at each reporting date and at settlement date. Any changes in fair value of the liability are recognized as stock-based compensation expense. If the unit holder elects settlement in common shares, the liability is transferred directly to equity. For equity settled RSUs, the Company recognizes compensation expense equal to the market value of the common shares of the Company at the date of grant based on the number of RSUs expected to vest, recognized over the term of the vesting period using the graded vesting method, with a corresponding credit to share-based payment reserve. On vest date, the amount recognized in share-based payment reserved is reclassified into share capital.

An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received.

(s) Earnings (loss) per share

Basic earnings (loss) per share is calculated using the weighted-average number of common shares outstanding and earnings (loss) available to shareholders. For all periods presented, earnings (loss) available to shareholders equals reported earnings (loss). The treasury share method is used to calculate diluted earnings per share. Under the treasury share method, the weighted-average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds received on exercise of diluted share purchase options and share purchase warrants are used to repurchase outstanding shares at average market prices during the period. The calculation of diluted earnings (loss) per share excludes the effects of share purchase options and warrants that would be anti-dilutive.

UEX  |  Unearthing Energy Metals  15

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

2. Significant accounting policies (continued)

(t) Government assistance

Government grants are recognized when there is reasonable assurance that the Company has complied with the relevant conditions of the grant and that the grant will be received. Grants that compensate the Company for expenses incurred are recognized as a reduction of the related expense on a systematic basis in the periods in which the expenses have been recognized.

(u) New Standards not yet adopted

There are no new standards not yet adopted that are expected to have a material impact on the Company’s financial statements.

3. Cash and cash equivalents

	December 31 2021
Cash	$	3,842,992
Short-term deposits		3,418,809
	$	7,261,801

At December 31, 2021, $4,329,843 of the Company’s cash and cash equivalents is to be spent on qualifying exploration expenditures to satisfy the Company’s flow-through share commitments (Note 14(d)).

4. Amounts receivable

	December 31 2021
Amounts receivable from a related party (Note 21)	$	22,685
Interest receivable		1,707
Goods and services tax receivable		18,810
Other receivable		35,932
Canadian Emergency Wage Subsidy receivable (Note 22)		-
	$	79,134

Interest receivable reflects unpaid interest earned on short-term deposits and savings accounts.

Other receivable relates to taxes payable to the Company by directors on RSUs vesting on December 31, 2021.

UEX  |  Unearthing Energy Metals  16

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

5. Equipment

	Exploration camp		Exploration equipment			Computing equipment			Furniture and fixtures		Total
Cost
Balance at December 31, 2020		250,663		490,128			277,331			87,600		1,105,722
Additions		34,342		9,825			19,639			-		63,806
Disposals		-		(23,486	)		(73,255	)		-		(96,741	)
Balance at December 31, 2021	$	285,005	$	476,467		$	223,715		$	87,600	$	1,072,787
Accumulated depreciation
Balance at December 31, 2020		79,436		472,731			233,740			85,007		870,914
Depreciation		36,271		10,742			24,090			2,005		73,108
Disposals		-		(23,486	)		(70,312	)		-		(93,798	)
Balance at December 31, 2021	$	115,707	$	459,987		$	187,518		$	87,012	$	850,224
Net book value
Balance at December 31, 2021	$	169,298	$	16,480		$	36,197		$	588	$	222,563

6. Right-of-use asset

	Offices
Balance at December 31, 2020		147,814
Additions		-
Depreciation		(46,678	)
Balance at December 31, 2021	$	101,136

The Company leases property for its office in Saskatoon, which has been capitalized as a right-of-use asset under IFRS 16. See Note 12 for associated lease liability.

UEX  |  Unearthing Energy Metals  17

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

7. Mineral properties

Exploration and evaluation assets – acquisition costs

	Hidden Bay		Horseshoe-Raven		West Bear		Black Lake		Christie Lake		Other		Total
	(i)		(ii)		(iii)		(vi)		(viii)		(iv)
Balance at December 31, 2020		3,692,310		351,351		444,945		359,385		6,000,000		26,391		10,874,382
Additions		-		-		1,578		-		-		-		1,578
Balance at December 31, 2021	$	3,692,310	$	351,351	$	446,523	$	359,385	$	6,000,000	$	26,391	$	10,875,960

Project ownership interest stated in this note reflects only the Company’s direct ownership interest.

The Company’s mineral property interests include both 100% owned projects as well as joint operations in which the Company has less than 100% ownership. The joint operations are governed by contractual arrangements but have not been organized into separate legal entities or vehicles.

The joint arrangements that the Company is party to in some cases entitle the Company to a right of first refusal on the projects should one of the partners choose to sell their interest. The joint arrangements are governed by a management committee which sets the annual exploration budgets for these projects. Should the Company be unable to, or choose not to, fund its required contributions as outlined in the agreement, there is a risk that the Company’s ownership interest could be diluted. As a result of decisions to fund exploration programs for the joint arrangements, the Company may choose to complete further equity issuances or fund these amounts through the Company’s general working capital.

100% owned projects

(i) Hidden Bay Project

The Company’s 100% owned Hidden Bay Project includes exploration areas Tent Seal, McClean South, Shamus, Rabbit West, Wolf Lake, Rhino, Dwyer, and is located in the eastern Athabasca Basin of northern Saskatchewan, Canada.

(ii) Horseshoe-Raven Project

The Company’s 100% owned Horseshoe-Raven Project includes the Horseshoe and Raven Deposits and is located in the eastern Athabasca Basin of northern Saskatchewan, Canada.

(iii) West Bear Project

The West Bear Project lands host the West Bear Cobalt-Nickel Deposit and the West Bear Uranium Deposit and are 100% owned by UEX, with the exception of Mineral Lease 5424 which is a joint arrangement between UEX (77.961%), Empresa Nacional Del Uranio S.A. (7.548%), Nordostschweizerische Kraftwerke A.G. (7.548%) and Encana (6.944%).

UEX  |  Unearthing Energy Metals  18

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

7. Mineral properties (continued)

Exploration and evaluation assets (continued)

100% owned projects (continued)

(iii) West Bear Project (continued)

The Umpherville River mineral claims that are included as part of the West Bear Project are subject to a 2% net smelter return royalty (“NSR”) on 20% of the project for each mineral produced (equivalent to a 0.4% NSR on the total project) with the NSR on uranium capped at $10 million.

On March 7, 2018, UEX purchased a single 890 hectare claim from Denison Mines Corp. (“Denison”) which was incorporated into the West Bear Project. This claim is subject to a 1.5% NSR royalty to Denison which can be purchased anytime for a cash payment of $950,000.

(iv) Other Projects

UEX acquired Christie West, Key West, Axis Lake and George Lake via staking, the costs of which have been capitalized.

The Christie West Project is comprised of two claims adjacent to the Christie Lake Project. An ownership position in these claims was offered to JCU, who elected not to participate in these two claims.

The Key West Project is comprised of five claims west of, and adjacent to, Cameco’s Key Lake Uranium Operation.

The Axis Lake property is located just north of the Riou Lake and Black Lake Projects in the Northern Athabasca Basin.

The George Lake property is located to the 45 kilometers east of the West Bear Project.

The Company holds a 100% interest in the Riou Lake Project located in the northern Athabasca Basin. Original mineral property acquisition costs associated with the Riou Lake Project were previously written off due to a lack of ongoing exploration activity. UEX continues to maintain several Riou Lake claims in good standing, with nominal re-staking fees for Riou Lake included in mineral property costs. In April 2020 UEX decided to let four Riou Lake claims lapse and wrote off the cost of staking. In June 2020, UEX re-staked some of the lands that expired in April 2020. A total of 8 claims were acquired.

Also included in these acquisition costs are nominal staking fees for claims that were incorporated into the Western Athabasca Projects.

UEX  |  Unearthing Energy Metals  19

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

7. Mineral properties (continued)

Explora tion and evaluation assets (continued)

Joint operations

UEX is party to the following joint arrangements:

		December 31, 2021
Ownership interest (%)	UEX	Orano		JCU (1)		ALX		Total
Beatty River	22.0444		56.5303		21.4253		-		100.0000
Black Lake	51.4260		8.574		-		40.0000		100.0000
Christie Lake	65.5492		-		34.4508		-		100.0000
Western Athabasca
Alexandra	21.0482		78.9518		-		-		100.0000
Brander	49.0975		50.9025		-		-		100.0000
Erica	49.0975		50.9025		-		-		100.0000
Laurie	32.9876		67.0124		-		-		100.0000
Mirror River	32.3354		67.6646		-		-		100.0000
Nikita	12.7151		87.2849		-		-		100.0000
Shea Creek	49.0975		50.9025		-		-		100.0000
Uchrich	30.4799		69.5201		-		-		100.0000

⁽¹⁾ Effective August 3, 2021, the Company has a 50% interest in JCU. See Note 9.

(v) Western Athabasca Projects

The Western Athabasca Projects located in the western Athabasca Basin consist of eight separate joint operations. The Shea Creek Project is host to the Kianna, Anne, Colette and 58B Deposits.

The Anne and Colette deposits are subject to a royalty of US$0.212 per pound of U₃O₈ sold to a maximum royalty of US$10.0 million.

The Company has expensed $65 million on the Western Athabasca Projects since 2004, including $54 million on Shea Creek, which contains significant mineral resources (see Note 18 Exploration and evaluation expenditures). Although acquisition costs associated with the Western Athabasca Projects were previously written off, UEX has no intention to abandon these projects.

No programs were proposed by Orano for 2021.

UEX  |  Unearthing Energy Metals  20

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

7. Mineral properties (continued)

Exploration and evaluation assets (continued)

Joint operations (continued)

(vi)  Black Lake Project

The Black Lake Project (“Black Lake”), located in the northern Athabasca Basin, is a joint operation with Orano and ALX Resources Corp (“ALX”), with the Company being the operator of this project.

Effective March 6, 2020, the Option Agreement was terminated and replaced with the Black Lake Joint Venture Agreement, thus ALX is no longer eligible to increase its interest in the Black Lake Project to 75% under the provision of the prior Option Agreement.

(vii)  Beatty River Project

The Beatty River Project is located in the western Athabasca Basin, with Orano as the operator of this project. Although acquisition costs associated with the Beatty River Project were previously written off, UEX has no intention to abandon this project.

(viii)  Christie Lake Project

UEX is the operator of this project located in the eastern Athabasca Basin. Per the Christie Lake Option Agreement (“Option Agreement”), the Company earned a 60% interest in the Christie Lake Project by making $6.0 million in cash payments and completing $10.0 million in exploration work.

With JCU participating in the 2021 exploration program, per the Joint Venture Agreement, UEX’s and JCU’s interest remained at 65.5% and 34.5%, respectively.

8. Investments

The Company holds 87,500 and 5,000,000 common shares of Vanadian Energy Corp. (“Vanadian”) (formerly known as Uracan Resources Ltd.) and ALX, respectively. These common shares are being held for long-term investment purposes. The shares have been classified as equity instruments carried at fair value, with changes in fair value reflected in other comprehensive income (FVOCI).

Investments	December 31 2021
Common shares held – Vanadian (1) (TSX.V: VEC) (see Note 16)	$	4,375
Common shares held – ALX (2) (TSX.V: AL) (see Note 16)		450,000
	$	454,375

⁽¹⁾ The initial fair value of the shares was $29,750 based on the market closing prices on February 13, 2013 ($27,000) and June 23, 2014 ($2,750), the dates the shares were received.

⁽²⁾ The initial fair value of the shares was $400,000 based on the market closing price on June 14, 2018 ($0.08 per share), the date the shares were issued.

The fair value of the Vanadian and ALX common shares are based on the quoted market price at period end for these securities.

UEX  |  Unearthing Energy Metals  21

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

9. Equity-accounted investee

On August 3, 2021, the Company acquired 100% of the shares of JCU from Overseas Uranium Resources Development Co., Ltd. for $41.0 million. On August 3, 2021, the Company sold 50% of the JCU shares to Denison for $20.5 million. Prior to the transaction, on August 3, 2021, the Company and Denison entered into a three-month, interest-free, Term Loan for $40.95 million to facilitate the Company’s purchase of 100% of the shares of JCU, $20.5 million of which was retired upon the Company transferring 50% of the JCU shares to Denison. The remaining $20.45 million of the Term Loan was repaid on September 17, 2021.

JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. It has partnerships and interests in 12 uranium exploration and development projects in the Athabasca Basin and Nunavut, including ownership interests in Denison’s Wheeler River Project (10.0%), Cameco’s Millennium Project (30.1%), Orano’s Kiggavik Project (33.8%), and UEX’s Christie Lake Project (34.5%).

The Company’s 50% participation in JCU is a joint venture, therefore the Company accounts for the joint venture on an equity basis.

The consideration for the asset acquisition of JCU on August 3, 2021 (100% basis) was allocated to the assets and liabilities as follows:

Cash and cash equivalents	$	5,823,808
Other current assets		1,619
Non-current assets		35,355,252
Current liabilities		(180,679	)
Non-current liabilities		-
	$	41,000,000

The following tables summarize the financial information of JCU and reconciles the summarized financial information to the carrying amount of UEX’s interest in JCU:

	December 31 2021 (100% basis)			UEX’s non- ownership interest (50%)			Consolidating adjustments (1)		Carrying amount in the statement of financial position
Cash and cash equivalents	$	4,848,080		$	(2,424,040	)	$	-	$	2,424,040
Other current assets		4,657			(2,329	)		-		2,328
Non-current assets		22,287,660			(11,143,830	)		6,828,383		17,972,213
Current liabilities		(359,042	)		179,521			-		(179,521	)
Non-current liabilities		(35,493,758	)		17,746,879			17,746,879		-
Total	$	(8,712,403	)	$	4,356,201		$	24,575,262	$	20,219,060

⁽¹⁾ The Company records certain consolidating adjustments to allocate the purchase price and acquisition costs, eliminate unrealized profit, and align accounting treatment of mineral property exploration and evaluation costs.

UEX  |  Unearthing Energy Metals  22

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

9. Equity-accounted investee (continued)

A summary of the investment in JCU is as follows:

	Number of shares			Value
Balance, December 31, 2020		-		$	-
Purchase of 100% of JCU shares		69,663			41,000,000
Sale of 50% of JCU shares		(34,831	)		(20,500,000	)
Acquisition costs		-			293,153
Share of equity loss		-			(575,527	)
Consolidating adjustments		-			1,434
Balance, December 31, 2021		34,832		$	20,219,060

A summary of UEX’s share of loss from JCU is as follows:

	For the period from August 3, 2021 to December 31, 2021
Interest income	$	6,149
Total expense		(1,195,341	)
Consolidating adjustments (1)		38,139
		(1,151,053	)
UEX’s 50% share of net loss		(575,527	)

10. Loans and Borrowings

	Carrying amount
Balance at January 1, 2021	$	-
New issue –Term loan (1)		40,950,000
Repayment – Cash settled (1)		(20,450,000	)
Repayment – Non-cash settled (1)		(20,500,000	)
Balance at December 31, 2021	$	-

⁽¹⁾   See Note 9 for details of Term Loan

UEX  |  Unearthing Energy Metals  23

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

11. Accounts payable and other liabilities

	December 31 2021
Trade payables	$	146,646
Other liabilities		113,081
Flow-through share premium		192,423
	$	452,150

Other liabilities are comprised of general and exploration costs incurred in the period for which invoices had not been received at the balance sheet date.

The flow-through share premium at December 31, 2021 represents the difference between the subscription price of $0.39 per flow-through share and the market price at issuance of $0.36 per common share related to the December 17, 2021 flow-through private placement of 6,414,103 shares ($192,423) (Note 14(b)). The flow-through share premium of $192,423 will be extinguished as eligible expenditures are incurred throughout 2022. No flow-through funds were spent under the general rule.

12. Lease liability

The Company has an obligation under lease for its Saskatoon office which expires in February 2024.

	December 31 2021
Current	$	50,337
Non-current		63,344
	$	113,681

The following table presents the contractual undiscounted cash flows for lease obligations as at December 31, 2021:

	December 31 2021
2022	$	56,700
2023 and beyond		66,150

Interest expense on lease obligations for the year ended December 31, 2021 was $9,754. Total cash outflow for leases was $56,363, including $46,609 of principal payments on lease liabilities.

UEX  |  Unearthing Energy Metals  24

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

13. Income taxes

The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise deferred income tax assets and liabilities, is as follows:

	2021
Canadian statutory income tax rate		27.00	%
Loss before income taxes		(4,995,291	)
Income tax recovery at statutory rate		1,348,729
Tax effect of:
Permanent differences		(296,576	)
Impact of flow-through shares		(348,961	)
Adjustment to unrecognized deferred tax assets and other		(703,192	)
Income tax provision	$	-

The Company recognized a deferred income tax recovery of $nil for the year ended December 31, 2021 related to the proportional extinguishment of the flow-through premium related to flow-through shares renounced during the year ended December 31, 2021. Flow-through premiums related to the following placements as renounced resulted in deferred tax recoveries as follows:

	Year ended December 31
	2021
November 29, 2019 placement flow-through premium of $64,000	$	-
December 17, 2021 placement flow-through premium of $192,423		-
	$	-

UEX  |  Unearthing Energy Metals  25

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

13. Income taxes (continued)

At December 31, 2021, the Company has Canadian non-capital income tax losses carried forward of approximately $26.3 million which are available to offset future years’ taxable income. These losses expire as follows:

	December 31, 2021
2041	$	2,005,007
2040		1,530,935
2039		2,260,398
2038		2,206,415
2037		1,705,918
2036		1,238,878
2035		2,157,909
2034		2,128,882
2033		1,870,696
2032		1,787,321
2031		1,684,498
2030		1,642,206
2029		2,666,670
2028		1,458,771
	$	26,344,504

The unrecognized deductible temporary differences at December 31, 2021 are as follows:

	Year ended December 31
	2021
Non-capital loss carryforwards	$	26,231,056
Equipment		1,283,202
Mineral resource expenditure pool		83,874,627
Share issuance costs		1,787,110
Other		707,681
	$	113,883,676

UEX  |  Unearthing Energy Metals  26

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital

(a) Authorized

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of (no par value) preferred shares issuable in series, of which 1,000,000 preferred shares have been designated Series 1 Preferred Shares. As of December 31, 2021, no preferred shares have been issued.

(b) Issued and outstanding – common shares

	Number of shares		Value
Balance, December 31, 2020		452,185,620		213,689,932
Issued pursuant to private placement		79,364,103		23,657,000
Issued pursuant to option exercise		5,410,000		1,662,092
Issued pursuant to RSU (vested)		231,158		106,333
Issued pursuant to warrant exercise		6,831,121		1,392,440
Share issuance costs		-		(2,870,909	)
Value attributed to flow-through premium on issuance (Note 11)		-		(192,423	)
Balance, December 31, 2021		544,022,002	$	237,444,465

On December 17, 2021, the Company completed a flow-through private placement of 6,414,103 common shares at a price of $0.39 per common share, for gross proceeds of $2,501,500. Share issuance costs totaled $35,483 with no agent’s commissions being incurred. A flow-through share premium of $192,423 related to the sale of the associated tax benefits has been recorded in accounts payable and other liabilities.

On September 7, 2021, the Company completed a private placement of 72,950,000 units at a price of $0.29 per unit, for gross proceeds of $21,155,500. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to acquire one common share at an exercise price of $0.40 until September 7, 2024.

Total share issuance costs of $2,809,819 included agents’ cash commissions of $1,269,330 equal to 6% of the gross proceeds of the financing, other issuance costs of $254,144 and the fair value of the broker warrants of $1,286,345. The agents received 4,377,000 broker warrants equal to 6% of the total number of units sold. Each broker warrant is exercisable for a common share of the Company until September 7, 2024 at a price of $0.29 per common share. The weighted average assumptions used for the Black-Scholes valuation of the warrants were annualized volatility of 72.35%, risk-free interest rate of 0.49%, expected life of 3.0 years and a dividend rate of Nil.

Additional share issuance costs of $25,607 were incurred in 2021 with respect to warrant and stock option exercises, RSUs and other financing matters.

UEX  |  Unearthing Energy Metals  27

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital (continued)

(c) Share based compensation

Total share-based compensation related to share purchase options and RSUs vested during the year ended December 31, 2021 was $764,353. The amount included in exploration and evaluation expenditures for the year ended December 31, 2021 is $76,375, which relates to share purchase options vested, and the remaining $687,978 was expensed to share-based compensation, which comprises of the fair value expense of share purchased options vested of $531,894 and the fair value expense of RSUs vested of $156,084.

Stock Option Plan

Under the Company’s Stock Option Plan, the Company may grant share purchase options to its key employees, directors, officers and others providing services to the Company. Under the plan, the exercise price of each share purchase option shall be fixed by the Board of Directors but shall not be less than the quoted closing market price of the shares on the Toronto Stock Exchange on the date prior to the share purchase option being granted and a share purchase option’s maximum term is 10 years. The shares subject to each share purchase option shall vest at such time or times as may be determined by the Board of Directors.

A summary of the status of the Company’s Stock Option Plan as at December 31, 2021 and changes during the periods ended on these dates is presented below:

	Number of share purchase options			Weighted- average exercise price
Outstanding, December 31, 2020		30,642,000		$	0.25
Granted		3,750,000			0.46
Exercised (1)		(5,410,000	)		0.20
Expired		(1,407,000	)		0.96
Outstanding, December 31, 2021		27,575,000		$	0.25

⁽¹⁾   The weighted average share price at date of exercise was $0.38.

Additional information regarding stock options outstanding as at December 31, 2021 is as follows:

	Outstanding		Exercisable
Range of exercise prices	Number of share purchase options		Weighted- average exercise price		Weighted- average remaining contractual life (years)		Number of share purchase options		Weighted- average exercise price
$0.125 – 0.370		22,475,000	$	0.19		3.90		20,325,000	$	0.20
0.371 – 0.60		5,100,000		0.49		3.56		2,600,000		0.53
		27,575,000	$	0.25		3.84		22,925,000	$	0.24

UEX  |  Unearthing Energy Metals  28

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital (continued)

(c) Share-based compensation (continued)

The estimated fair value expense of all share purchase options vested during the year ended December 31, 2021 is $608,269. The amount included in exploration and evaluation expenditures for the year ended December 31, 2021 is $76,375 and the remaining $531,894 was expensed to share-based compensation.

The fair value of the options granted each period was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	December 31 2021
Number of options granted		3,750,000
Expected forfeiture rate		0.00	%
Weighted-average grant date share price	$	0.460
Expected volatility		63.76	%
Risk-free interest rate		0.64	%
Dividend yield		0.00	%
Expected life (in years)		4
Weighted-average grant date fair value	$	0.22

Restricted Share Unit Plan

During 2020 the Board of Directors and UEX shareholders approved a Restricted Share Unit (“RSU”) Plan. Pursuant to the RSU Plan, the Board may grant to eligible participants awards under the RSU Plan, with each award granted entitling an eligible participant to receive one RSU. Each RSU represents the right of an eligible participant to receive one common share. The aggregate maximum number of common shares that may be issued pursuant to the RSU Plan is limited to 6,000,000 common shares. The RSU’s shall vest at such time or times as may be determined by the Board of Directors.

A summary of the status of the Company’s RSUs as at December 31, 2021 and changes during the period is presented below:

	Number of restricted share units			Weighted average fair value at grant date
Outstanding, December 31, 2020		-		$	-
Granted		1,249,033			0.42
Vested		(231,158	)		0.46
Outstanding, December 31, 2021		1,017,875		$	0.41

UEX  |  Unearthing Energy Metals  29

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital (continued)

(c) Share-based compensation (continued)

On November 30, 2021, 555,555 awards were granted under the RSU Plan, to vest equally over three years on November 30, 2022, 2023, and 2024. The estimated fair value expense for the year ended December 31, 2021 of the RSUs was $10,360 and was included in share-based compensation expense. The fair value of the RSUs granted this period was determined using the closing trading price of $0.36 of the Company’s shares on the grant date.

On September 9, 2021, 693,478 awards were granted under the RSU Plan, to vest equally over three years on December 31, 2021, 2022, and 2023. The estimated fair value expense for the year ended December 31, 2021 of the RSUs was $145,724 and was included in share-based compensation expense. The fair value of the RSUs granted this period was determined using the closing trading price of $0.46 of the Company’s shares on the grant date.

On December 31, 2021, 231,158 common shares were issued from the vesting of RSUs related to RSUs granted on September 9, 2021 and $106,333 was reclassified from share-based payment reserve to share capital.

The aggregate number of common shares that may be reserved for issuance under the RSU Plan on the grant of awards, together with any other securities-based compensation arrangements of the Company in effect, including the Stock Option Plan, shall not exceed 10% of the issued and outstanding common shares of the Company. The 1,249,033 RSUs granted and 27,575,000 stock options outstanding as of December 31, 2021 represent 0.23% and 5.07%, respectively, of the Company’s issued and outstanding common shares. The aggregate number of stock options and RSUs available for grant as of December 31, 2021 is 25,578,167, representing 4.70% of the Company’s issued and outstanding common shares.

As at December 31, 2021 the share-based payments reserve values of $4,580,664 on the balance sheet reflect the fair value of outstanding vested share purchase options of $3,188,598, the fair value of outstanding RSUs of $49,751 and the fair value of broker warrants outstanding of $1,342,315. If all options and warrants were exercised, and RSUs vested, the entire balance of the share‑based payments reserve would be transferred to share capital.

(d) Flow-through shares

The Company has financed a portion of its exploration programs through the use of flow-through share issuances. Income tax deductions relating to these expenditures are claimable by the investors and not by the Company.

UEX  |  Unearthing Energy Metals  30

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital (continued)

(d) Flow-through shares (continued)

As at December 31, 2021, the Company had not spent any of the $2,501,500 flow-through funds raised in the December 17, 2021 placement. The Company renounced the income tax benefit of the private placement to its subscribers effective December 31, 2021 and will begin incurring Part XII.6 tax on unspent amounts relating to this placement subsequent to December 31, 2021.

As at December 31, 2021, the Company had spent $1,951,817 of the $3,780,160 flow-through funds raised in the December 2, 2020 placement. The Company renounced the income tax benefit of the private placement to its subscribers effective December 31, 2020. The Company incurred no Part XII.6 tax on unspent amounts for the year ended December 31, 2021 as a result of Canada’s COVID-19 Economic Response Plan, which has been accounted for under financing and interest expense. The qualifying expenditures incurred in 2021 will be deemed to have been incurred in January 2021, and since Part XII.6 does not apply to amounts expended in January of the normal look-back year, the amounts expended in the normal look-back year are exempted from Part XII.6 tax. The qualifying expenses to be incurred in 2022 will be deemed to be incurred 12 months early for purposes of determining the Part XII.6 tax liability. The Company will start incurring Part X.II tax at a rate of Nil% for January 2022 (deemed January 2021) and 1% from February to December 2022 (deemed February to December 2021) on unspent funds.

On June 29, 2021, Bill C-30, Budget Implementation Act, 2021, No.1 received Royal Assent. Bill C-30 includes extension of the timeline to incur qualified expenditures by 12 months under the look-back rule for flow-through share agreements that were entered in 2019 and 2020. As a result of the extension, the Company will have until December 31, 2021 (versus December 31, 2020) for the flow-through share agreement entered in 2019 and renounced by December 31, 2019. Similarly, the Company will have until December 31, 2022 (versus December 31, 2021) for the flow-through share agreement entered in 2020 and renounced by December 31, 2020. For Part XII.6 tax, new deeming provisions will apply such that the qualifying expenditures are treated as incurred up to one year earlier than the date they are actually incurred. The provisions will also provide a reduction to the Part XII.6 tax that would otherwise be payable. 

UEX  |  Unearthing Energy Metals  31

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

14. Share capital (continued)

(e) Warrants

Outstanding share purchase warrants entitle their holders to purchase common shares of the Company at a price outlined in the warrant agreements. The following table summarizes the continuity of share purchase warrants for the Company:

	Number of Warrants			Weighted Average Exercise Price
Balance, December 31, 2020		18,080,963			0.18
Issued pursuant to private placements in 2021		40,852,000			0.39
Exercised		(6,831,121	)		0.18
Balance, December 31, 2021		52,101,842		$	0.34

As at December 31, 2021 the Company’s outstanding share purchase warrants had expiry dates and exercise prices as follows:

Expiry Date for Warrants	Number of Warrants		Exercise Price
May 20, 2023		2,245,937	$	0.21
June 2, 2023		8,240,666		0.18
June 2, 2023		774,489		0.13
September 7, 2024		36,463,750		0.40
September 7, 2024		4,377,000		0.29
Balance, December 31, 2021		52,101,842	$	0.34

For the year ended December 31, 2021, 6,831,121 warrants were exercised regularly with a weighted average exercise price of $0.18 for gross proceeds of $1,261,841. On exercise of 1,807,142 broker warrants, the fair value of broker warrants of $130,599 was transferred from share-based payment reserve to share capital.

15. Management of capital

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation programs on its mineral properties. The Company manages its capital structure, consisting of shareholders’ equity, and makes adjustments to it, based on funds available to the Company, in order to support the exploration and evaluation of its mineral properties. Historically, the Company has relied exclusively on the issuance of common shares for its capital requirements. The Company has not changed its approach to capital management during the current period and is not subject to any external capital restrictions.

UEX  |  Unearthing Energy Metals  32

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

16. Management of financial risk

The Company’s financial instruments are exposed to liquidity risk, credit risk and market risk.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure as outlined in Note 14. Accounts payable and other liabilities are due within the current operating period.

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk includes cash and cash equivalents, amounts receivable and deposits. The Company reduces its credit risk by maintaining its bank accounts at large national financial institutions. The maximum exposure to credit risk is equal to the carrying value of cash and cash equivalents, amounts receivable and deposits. The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments that are redeemable 90 days or less from the original date of acquisition.

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Company’s income. The Company is subject to interest rate risk on its cash and cash equivalents. The Company reduces this risk by investing its cash in highly liquid short-term interest-bearing investments that earn interest on a fixed rate basis. The Company operates entirely in Canada and is therefore not subject to any significant foreign currency risk.

All financial instruments measured at fair value are categorized into one of three hierarchy levels, described below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

●         Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●          Level 2 - Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability; and

●         Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, amounts receivable, deposits, and accounts payable and other liabilities are a reasonable estimate of their fair values because of the short period to maturity of these instruments. Cash and cash equivalents are classified as financial assets at amortized cost and are initially recorded at fair value and subsequently at amortized cost with accrued interest recorded in accounts receivable.

UEX  |  Unearthing Energy Metals  33

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

16. Management of financial risk (continued)

The following table summarizes those assets and liabilities carried at fair value:

Investments – as at December 31, 2021	Level 1		Level 2		Level 3		Total
Shares – Vanadian (TSX-V: VEC)	$	4,375	$	-	$	-	$	4,375
Shares – ALX (TSX-V: AL)		450,000		-		-		450,000
	$	454,375	$	-	$	-	$	454,375

The following table shows a reconciliation from the beginning balances to ending balances for Level 1 fair value measurements for investments:

	Number of Shares		Change in Fair Value			Fair Value
Balance, December 31, 2020		5,087,500				$	404,375
Gains (losses) for the three months ended March 31, 2021			$	27,188
Gains (losses) for the three months ended June 30, 2021				437
Gains (losses) for the three months ended September 30, 2021				101,312
Gains (losses) for the three months ended December 31, 2021				(78,937	)
Changes in fair value – total unrealized gain (loss) on financial assets at FVOCI (shares) – year ended December 31, 2021			$	50,000			50,000
Balance, December 31, 2021		5,087,500				$	454,375

UEX  |  Unearthing Energy Metals  34

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

17. Segmented information

The Company conducts its business as a single operating segment, being the mining and mineral exploration business in Canada. All mineral properties and equipment are located in Canada.

18. Exploration and evaluation expenditures

			2021
Project	Cumulative (1) to December 31, 2020		Expenditures in the period		Cumulative (1) to December 31, 2021
Beatty River	$	877,061	$	-	$	877,061
Black Lake		14,498,484		-		14,498,484
Christie Lake		14,111,375		531,378		14,642,753
Hidden Bay		34,447,390		614,501		35,061,891
Horseshoe-Raven		41,826,371		140,520		41,966,891
Other projects (2)		48,843		84,681		133,524
West Bear Co-Ni		6,784,641		1,001,139		7,785,780
Western Athabasca
Shea Creek		54,338,389		7,067		54,345,456
Other WAJV		10,929,302		-		10,929,302
All Projects Total	$	177,861,856	$	2,379,286	$	180,241,142

⁽¹⁾ Exploration and evaluation expenditures have been presented on a cumulative basis from July 17, 2002.

⁽²⁾ Other projects include: Axis Lake, Christie West, George Lake, Key West, and Riou Lake.

Exploration and evaluation expenditures for year ended December 31, 2021 include the following expenditures:

	Year ended December 31
	2021
Depreciation	$	54,514
Share-based compensation (Note 14 (c))		76,375
Project management fee (Note 20)		159,138
Project surcharge (Note 19)		109,450
	$	399,477

UEX  |  Unearthing Energy Metals  35

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

19. Office expenses

	Year ended December 31
	2021
Insurance	$	64,894
Office supplies and consulting		257,688
Rent		20,250
Telephone		5,824
Utilities		14,656
Project surcharge (Note 18)		(109,450	)
	$	253,862

20. Salaries, net of project management fees

	Year ended December 31
	2021
Gross salaries	$	820,541
Canadian Emergency Wage Subsidy (Note 22)		(243,539	)
Project management fee offset: (Note 18)
Christie Lake – 10%		(69,684	)
West Bear Project – 10%		(89,454	)
	$	417,864

The Christie Lake project management fee offset above arises from the 10% management fee deemed to be an expenditure for the exploration work commitment portion of the project earn-in, as per the July 15, 2016 Joint Venture Agreement with JCU.

UEX employee time spent on managing JCU is recouped through monthly management fees billed to JCU, with excess time billed as needed.

UEX  |  Unearthing Energy Metals  36

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

21. Related party transactions

The value of all transactions relating to key management personnel, close members of the family of persons that are key management personnel and entities over which they have control or significant influence are as follows:

(a) Related party transactions

Related party transactions include the following payments which were made to related parties other than key management personnel:

	Year ended December 31
	2021
Cameco group of companies (1)	$	622
Management advisory board share-based payments (2)		35,620
	$	36,242

⁽¹⁾ Payments related to fees paid for equipment repairs. Effective March 8, 2021, Cameco group of companies ceased to be a related party as their shareholding of UEX dropped below 10% which terminated certain rights and obligation under the Agreement dated October 23, 2001 between Cameco, Pioneer Metals and UEX.

⁽²⁾   Share-based compensation expense is the fair value of options granted which have been calculated using the Black‑Scholes option-pricing model and the assumptions disclosed in Note 14(c).

Related party transactions include the following recoveries of expenditures which were receivable from parties other than key management personnel:

	Year ended December 31
	2021
JCU (Canada) Exploration Company Ltd (3)
Management fees	$	21,250
Exploration recoveries		132,038
Administrative recoveries		32,760
	$	186,048

⁽³⁾   JCU is 50% owned by UEX; related party receipts and receivables reflect the UEX owned portion of recoveries. Recoveries of expenditures relate to JCU’s participation in the Christie Lake joint venture, recovery of administrative costs associated with acquisition of JCU, and fees related to the management of JCU. As at December 31, 2021, $22,685 was included in amounts receivable.

UEX  |  Unearthing Energy Metals  37

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

21. Related party transactions (continued)

(b) Key management personnel compensation

Key management personnel compensation includes management and director compensation as follows:

	Year ended December 31
	2021
Salaries and short-term employee benefits (1)(2)(3)(6)	$	490,199
Share-based payments (4)		566,752
Other compensation (1)(5)		211,697
	$	1,268,648

⁽¹⁾ In the event of a change of control of the Company, certain senior management may elect to terminate their employment agreements and the Company shall pay termination benefits of up to two times their respective annual salaries at that time and all of their share purchase options will become immediately vested with all other employee benefits, if any, continuing for a period of up to two years.

⁽²⁾ In the event that Mr. Lemaitre’s (UEX’s President and CEO) employment is terminated by the Company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to one year’s base salary plus any bonus owing. All other employee related benefits will continue for a period of one year following such termination. Mr. Lemaitre may also terminate the employment agreement upon three months’ written notice to the Board and receive a lump sum payment equal to his base salary plus benefits for three months.

⁽³⁾ In the event that Mr. Hamel’s (UEX’s Vice President, Exploration) employment is terminated by the company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to six months’ base salary which will increase by one month salary after every year of service up to a maximum of twelve months’ base salary plus any bonus owning. Mr. Hamel may also terminate the employment agreement upon two months’ written notice to the Board and receive a lump sum payment equal to his base salary plus benefits for two months.

⁽⁴⁾ Share-based compensation expense is the fair value of options granted which have been calculated using the Black‑Scholes option-pricing model and the assumptions disclosed in Note 14(c) and the fair value of RSUs granted which have been calculated using the closing trading price of the Company’s shares on grant date disclosed in Note 14 (c).

⁽⁵⁾ Represents payments to Evelyn Abbott for CFO services rendered to the Company. In the event that Ms. Abbott’s consulting agreement is terminated by the Company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to one year’s base fee plus any bonus owing. Ms. Abbott may also terminate the consulting agreement upon two months’ written notice to the Board.

⁽⁶⁾ Salaries and short-term employee benefits disclosed are gross amounts paid and does not include the reduction for the Canadian Emergency Wage Subsidy (Note 22).

UEX  |  Unearthing Energy Metals  38

UEX CORPORATION Notes to the Consolidated Financial Statements Year Ended December 31, 2021

22. Government Assistance

In response to the negative economic impact of COVID-19, the Government of Canada announced the Canada Emergency Wage Subsidy program in April 2020 (“CEWS”). CEWS provides a wage subsidy on eligible remuneration to eligible employers based on certain criteria.

During the year ended December 31, 2021, the Company assessed its eligibility related to CEWS and determined it has qualified for this subsidy from the January 1, 2021 through to October 23, 2021. It has accordingly applied for and received $243,539 for the period ended October 23, 2021 (Note 4). This subsidy has been recorded as a reduction to the eligible remuneration expense incurred by the Company during this period. Government assistance related to an expense has been recognized as a reduction of related expense for which the grant is intended to compensate. The CEWS has been discontinued as of October 23, 2021.

Exploration and evaluation salaries for the period that have been compensated by the CEWS have been excluded as flow-through eligible expenditures.

23. Contingencies

Due to the size, complexity, and nature of the Company’s operations various legal matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, based on the information currently available, these matters will not have a material adverse effect on the consolidated financial statements of the Company.

24. Subsequent Event and Arrangement Agreement

On June 13, 2022, the Company entered into a definitive arrangement agreement among UEX, UEC, and UEC 2022 Acquisition Corp, as amended on June 23, 2022, August 5, 2022, and August 15, 2022, pursuant to which the purchaser, a wholly owned subsidiary of UEC agreed to acquire all of the issued and outstanding common shares of UEX in exchange for UEC common shares (the “UEC Arrangement Agreement”). Under the terms of the UEC Arrangement Agreement, each holder of a common share of the Company (a “UEX Share”) would receive 0.090 of one UEC common share in exchange for each UEX Share.

The UEC Arrangement Agreement was passed by UEX securityholders in a special meeting held on August 16, 2022, and the Supreme Court of British Columbia approved the UEC Arrangement Agreement on August 18, 2022. The UEC Arrangement Agreement closed on August 19, 2022 and UEX shareholders received 0.090 common shares of UEC for each UEX common share held.

UEX  |  Unearthing Energy Metals  39

EX-99.2

Exhibit 99.2

UEX CORPORATION

CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

June 30, 2022

(Unaudited – Prepared by Management)

Head office

1830 – 1030 West Georgia Street, Vancouver, BC V6E 2Y3

T: (306) 979-3849 F: (604) 669-1240

UEX CORPORATION Condensed Interim Consolidated Balance Sheet As at June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

	Notes		June 30 2022
Assets
Current assets
Cash and cash equivalents		3	$	8,200,840
Amounts receivable		4		150,932
Prepaids and others				124,507
				8,476,279
Non-current assets
Deposits				6,817
Equipment		5		297,134
Right-of-use asset		6		77,797
Mineral properties		7		10,875,050
Investment in equity-accounted investee		9		18,868,843
Investments		8		175,000
Total assets			$	38,776,920
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and other liabilities		10	$	2,265,567
Lease liability – current		11		52,125
Provision for remediation – current		12		60,000
				2,377,692
Non- current liabilities
Lease liability – long term		11		36,827
Provision for remediation – long term		12		140,000
Total liabilities				2,554,519
Shareholders’ equity
Share capital	13(b)			242,679,017
Share-based payments reserve	13(c)			4,386,495
Accumulated other comprehensive income (loss)				(227,625	)
Deficit				(210,615,486	)
				36,222,401
Total liabilities and shareholders’ equity			$	38,776,920
Nature and continuance of operations		1
Commitments	13(d)
Contingencies		21
Arrangement agreement and subsequent events		22

See accompanying notes to the condensed interim consolidated financial statements.

Approved on behalf of the Company and authorized for issue on November 1, 2022.

“signed”	Director
Amir Adnani

UEX  |  Unearthing Energy Metals 1

UEX CORPORATION Condensed Interim Consolidated Statement of Operations and Comprehensive Loss For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

			Three-month period ended June 30			Six-month period ended June 30
	Notes		2022			2022
Interest income			$	10,222		$	16,411
Management fees		20		3,000			6,000
Gain on disposal of equipment				-			-
Other income				6,500			6,500
				19,722			28,911
Expenses
Depreciation				15,559			31,118
Exploration and evaluation expenditures		17		686,004			3,400,251
Filing fees and stock exchange				62,406			106,563
Financing and interest				6,758			15,900
Legal and audit				508,066			603,374
(Gain) loss on foreign exchange				(302	)		(1,171	)
Loss on sale of investment				25			25
Maintenance				13,857			27,951
Office expenses, net of project surcharges		18		1,570,223			1,662,533
Salaries, net of project management fees & subsidies		19		205,291			247,396
Share-based compensation	13(c)			163,517			328,906
Travel and promotion				53,667			53,184
Write down of mineral property	7(iv)			910			910
				3,285,981			6,476,940
Loss from operations				(3,266,259	)		(6,448,029	)
Share of loss from equity-accounted investee		9		(531,391	)		(1,384,493	)
Loss before income taxes				(3,797,650	)		(7,832,522	)
Deferred income tax recovery		10		22,819			73,340
Loss for the period				(3,774,831	)		(7,759,182	)
Other comprehensive income (loss)
Fair value net change on financial assets - FVOCI		8,15		(174,125	)		(275,000	)
Comprehensive loss for the period			$	(3,948,956	)	$	(8,034,182	)
Basic and diluted loss per share	13(b)			(0.007	)		(0.015	)
Basic and diluted weighted-average number of shares outstanding				546,198,405			545,501,755

See accompanying notes to the condensed interim consolidated financial statements.

UEX  |  Unearthing Energy Metals 2

UEX CORPORATION Condensed Interim Consolidated Statement of Changes in Equity For the six months Ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

	Number of common shares		Share capital			Share-based payments reserve			Accumulated other comprehensive income (loss)			Deficit			Total
December 31, 2021		544,022,002		237,444,465			4,580,664			47,375			(203,337,918	)		38,734,586
Loss for the period		-		-			-			-			(7,759,182	)		(7,759,182	)
Issued pursuant to private placements		11,627,907		5,000,000			-			-			-			5,000,000
Share issuance costs		-		(16,894	)		-			-			-			(16,894	)
Stock option exercise		600,000		185,821			(62,821	)		-			-			123,000
Warrant exercise		312,500		65,625						-			-			65,625
Fair value change in financial assets - FVOCI		-		-			-			(275,000	)		-			(275,000	)
Share-based payment transactions		-		-			350,266			-			-			350,266
Transfer to deficit on cancellation and expiry of share purchase options		-		-			(481,614	)		-			481,614			-
June 30, 2022		556,562,409	$	242,679,017		$	4,386,495		$	(227,625	)	$	(210,615,486	)	$	36,222,401

See accompanying notes to the condensed interim consolidated financial statements.

UEX  |  Unearthing Energy Metals 3

UEX CORPORATION Condensed Interim Consolidated Statement of Cash Flows For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

			Three-month period ended June 30			Six-month period ended June 30
	Notes		2022			2022
Cash provided by (used for):
Operating activities
Loss for the period			$	(3,774,831	)	$	(7,759,182	)
Adjustments for:
Depreciation				35,285			69,187
Deferred income tax recovery		10		(22,819	)		(73,340	)
Share of loss from equity-accounted investee				531,391			1,384,493
Loss on sale of investments				25			25
Interest income				(10,222	)		(16,411	)
Interest on lease liabilities		11		1,703			3,621
Share-based compensation	13(c)			174,341			350,266
Write down of mineral property				910			910
Changes in:
Amounts receivable				410,491			(64,021	)
Prepaid expenses and deposits				12,914			(44,936	)
Accounts payable and other liabilities				789,604			1,886,757
Provision				200,000			200,000
				(1,651,208	)		(4,062,631	)
Investing activities
Interest income received				5,899			8,634
Investment in equity-accounted investee		9		363,657			(34,276	)
Purchase of equipment				(11,095	)		(120,419	)
Proceeds from sale of investment				4,350			4,350
				362,811			(141,711	)
Financing activities
Lease liability payments		11		(14,175	)		(28,350	)
Proceeds from options exercise	13(c)			-			123,000
Proceeds from warrants exercise	13(e)			-			65,625
Proceeds from share issuance	13(b)			5,000,000			5,000,000
Share issuance costs	13(b)			(15,685	)		(16,894	)
				4,970,140			5,143,381
Change in cash and cash equivalents during the period				3,681,743			939,039
Cash and cash equivalents, beginning of period				4,519,097			7,261,801
Cash and cash equivalents, end of period			$	8,200,840		$	8,200,840
Supplementary information
Non-cash transactions
Decrease in other liabilities due to extinguishment of flow-through premium on renouncement		10		(22,819	)		(73,340	)
Non-cash share-based compensation included in exploration and evaluation expenditures		17		10,824			21,360
Depreciation included in exploration and evaluation expenditures		17		19,726			38,070

See accompanying notes to the condensed interim consolidated financial statements.

UEX  |  Unearthing Energy Metals 4

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

1. Nature and continuance of operations

UEX Corporation (the “Company”) was incorporated under the Canada Business Corporations Act on October 2, 2001. The Company entered into an agreement with Pioneer Metals Corporation (“Pioneer”) and Cameco Corporation (“Cameco”) to establish the Company as a public uranium exploration company. On July 17, 2002, under a plan of arrangement with Pioneer, Pioneer transferred to the Company its uranium exploration properties and all related assets, including the Riou Lake and Black Lake projects. On the same date, Cameco transferred its Hidden Bay uranium exploration property and certain related assets, in exchange for shares of the Company.

The Company is currently engaged in the exploration and evaluation of its mineral properties located in the province of Saskatchewan. The principal address is located at 1830-1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3.

The Company is exploring and evaluating its mineral properties and has not yet determined whether its mineral properties contain mineral resources that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable mineral resources, the ability of the Company to obtain the necessary financing to complete exploration programs and development and upon future profitable production or proceeds from the disposition of its mineral properties. The Company performed an evaluation of impairment indicators under IFRS 6 for its mineral properties as at June 30, 2022 and has concluded that there are no indicators of impairment.

The Company has sufficient financial resources for exploration, evaluation, and administrative costs for at least, but not limited to, twelve months from the end of the reporting period. The Company will require additional financing from time to time and although it has been successful in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms. As at June 30, 2022, the Company had working capital of $6.1 million of which $1.5 million is committed to be spent on qualifying expenditures to satisfy flow-through share requirements, leaving $4.6 million to finance operating and exploration activities through the next twelve months and beyond.

2. Significant accounting policies

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X for purposes of a filing with the U.S Securities and Exchange Commission in connection with the acquisition of UEX Corporation by Uranium Energy Corp. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), except that they do not include comparative financial information related to the three and six month periods ended June 30, 2021 or as at December 31, 2021, and do not include all of the information required for full annual financial statements.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual 2021 audited consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) ”), as issued by the International Accounting Standards Board (“IASB”), except that they do not include comparative financial information for the year ended December 31, 2020 as required by IAS 1, Presentation of Financial Statements.

These unaudited condensed interim consolidated financial statements of UEX Corporation were approved and authorized for issue on November 1, 2022.

UEX  |  Unearthing Energy Metals 5

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

2. Significant accounting policies (continued)

(b) Functional and presentation currency

These unaudited condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. Transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Translation gains and losses are recorded in profit or loss.

(c) Basis of consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, CoEX Metals Corporation. Subsidiaries are entities controlled by the Company. Control is having power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.

(d) Use of estimates and judgments

The preparation of unaudited condensed interim consolidated financial statements requires management to make accounting estimates and assumptions requiring judgment in applying the Company’s accounting policies. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these unaudited condensed interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual amounts may differ from such estimates. In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s financial statements as at and for the year ended December 31, 2021.

(e) Significant accounting policies

The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are the same as those applied by the Company in its consolidated financial statements as at and for the year ended December 31, 2021.

There are no new standards not yet adopted that are expected to have a material impact on the Company’s financial statements.

UEX  |  Unearthing Energy Metals 6

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

3. Cash and cash equivalents

	June 30 2022
Cash	$	8,140,840
Short-term deposits		60,000
	$	8,200,840

At June 30, 2022, $1,548,085 of the Company’s cash and cash equivalents is to be spent on qualifying exploration expenditures to satisfy the Company’s flow-through share commitments (Note 13(d)).

4. Amounts receivable

	June 30 2022
Amounts receivable from a related party (Note 20)	$	17,592
Interest receivable		4,534
Goods and services tax receivable		122,306
Other receivable		6,500
	$	150,932

Interest receivable reflects unpaid interest earned on short-term deposits and savings accounts.

5. Equipment

	Exploration camp		Exploration equipment			Computing equipment		Furniture and fixtures		Total
Cost
Balance at December 31, 2021		285,005		476,467			223,715		87,600		1,072,787
Additions		105,025		12,847			2,547		-		120,419
Disposals		-		(2,650	)		-		-		(2,650	)
Balance at June 30, 2022	$	390,030	$	486,664		$	226,262	$	87,600	$	1,190,556
Accumulated depreciation
Balance at December 31, 2021		115,707		459,987			187,518		87,012		850,224
Depreciation		28,122		5,826			11,754		146		45,848
Disposals		-		(2,650	)		-		-		(2,650	)
Balance at June 30, 2022	$	143,829	$	463,163		$	199,272	$	87,158	$	893,422
Net book value
Balance at June 30, 2022	$	246,201	$	23,501		$	26,990	$	442	$	297,134

UEX  |  Unearthing Energy Metals 7

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

6. Right-of-use asset

	Office
Balance at December 31, 2021		101,136
Depreciation		(23,339	)
Balance at June 30, 2022	$	77,797

The Company leases property for its office in Saskatoon, which has been capitalized as a right-of-use asset under IFRS 16. See Note 11 for associated lease liability.

7. Mineral properties

Exploration and evaluation assets – acquisition costs

	Hidden Bay		Horseshoe-Raven		West Bear		Black Lake		Christie Lake		Other			Total
	(i)		(ii)		(iii)		(vi)		(viii)		(iv)
Balance at December 31, 2021		3,692,310		351,351		446,523		359,385		6,000,000		26,391			10,875,960
Additions		-		-		-		-		-		-			-
Impairment charges for the period		-		-		-		-		-		(910	)		(910	)
Balance at June 30, 2022	$	3,692,310	$	351,351	$	446,523	$	359,385	$	6,000,000	$	25,481		$	10,875,050

Project ownership interest stated in this note reflects only the Company’s direct ownership interest.

The Company’s mineral property interests include both 100% owned projects as well as joint operations in which the Company has less than 100% ownership. The joint operations are governed by contractual arrangements but have not been organized into separate legal entities or vehicles.

The joint arrangements that the Company is party to in some cases entitle the Company to a right of first refusal on the projects should one of the partners choose to sell their interest. The joint arrangements are governed by a management committee which sets the annual exploration budgets for these projects. Should the Company be unable to, or choose not to, fund its required contributions as outlined in the agreement, there is a risk that the Company’s ownership interest could be diluted. As a result of decisions to fund exploration programs for the joint arrangements, the Company may choose to complete further equity issuances or fund these amounts through the Company’s general working capital.

UEX  |  Unearthing Energy Metals 8

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

7. Mineral properties (continued)

Exploration and evaluation assets (continued)

100% owned projects

(i) Hidden Bay Project

The Company’s 100% owned Hidden Bay Project includes exploration areas Tent Seal, McClean South, Shamus, Rabbit West, Wolf Lake, Rhino, Dwyer, and is located in the eastern Athabasca Basin of northern Saskatchewan, Canada.

(ii) Horseshoe-Raven Project

The Company’s 100% owned Horseshoe-Raven Project includes the Horseshoe and Raven Deposits and is located in the eastern Athabasca Basin of northern Saskatchewan, Canada.

(iii) West Bear Project

The West Bear Project lands host the West Bear Cobalt-Nickel Deposit and the West Bear Uranium Deposit and are 100% owned by UEX, with the exception of Mineral Lease 5424 which is a joint arrangement between UEX (77.961%), Empresa Nacional Del Uranio S.A. (7.548%), Nordostschweizerische Kraftwerke A.G. (7.548%) and Encana (6.944%).

The Umpherville River mineral claims that are included as part of the West Bear Project are subject to a 2% net smelter return royalty (“NSR”) on 20% of the project for each mineral produced (equivalent to a 0.4% NSR on the total project) with the NSR on uranium capped at $10 million.

On March 7, 2018, UEX purchased a single 890 hectare claim from Denison Mines Corp. (“Denison”) which was incorporated into the West Bear Project. This claim is subject to a 1.5% NSR royalty to Denison which can be purchased anytime for a cash payment of $950,000.

(iv) Other Projects

UEX acquired Christie West, Key West, Axis Lake and George Lake via staking, the costs of which have been capitalized.

The Christie West Project is comprised of two claims adjacent to the Christie Lake Project. An ownership position in these claims was offered to JCU (Canada) Exploration Company Limited (“JCU”), who elected not to participate in these two claims.

The Key West Project is comprised of five claims west of, and adjacent to, Cameco’s Key Lake Uranium Operation.

The Axis Lake property is located just north of the Riou Lake and Black Lake Projects in the Northern Athabasca Basin.

UEX  |  Unearthing Energy Metals 9

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

7. Mineral properties (continued)

Exploration and evaluation assets (continued)

100% owned projects (continued)

(iv) Other Projects (continued)

The George Lake property is located 45 kilometers east of the West Bear Project.

The Company holds a 100% interest in the Riou Lake Project located in the northern Athabasca Basin. Original mineral property acquisition costs associated with the Riou Lake Project were written off due to a lack of ongoing exploration activity. UEX continues to maintain several Riou Lake claims in good standing, with nominal re-staking fees for Riou Lake included in mineral property costs. On July 31, 2022, three Riou Lake claims lapsed; these were written off in Q2 2022.

Also included in these acquisition costs are nominal staking fees for claims that were incorporated into the Western Athabasca Projects.

Joint operations

UEX is party to the following joint arrangements:

	June 30, 2022
Ownership interest (%)	UEX		Orano		JCU(1)		ALX		Total
Beatty River		22.0444		56.5303		21.4253		-		100.0000
Black Lake		51.4260		8.574		-		40.0000		100.0000
Christie Lake		65.5492		-		34.4508		-		100.0000
Western Athabasca
Alexandra		21.0482		78.9518		-		-		100.0000
Brander		49.0975		50.9025		-		-		100.0000
Erica		49.0975		50.9025		-		-		100.0000
Laurie		32.9876		67.0124		-		-		100.0000
Mirror River		32.3354		67.6646		-		-		100.0000
Nikita		12.7151		87.2849		-		-		100.0000
Shea Creek		49.0975		50.9025		-		-		100.0000
Uchrich		30.4799		69.5201		-		-		100.0000

⁽¹⁾   Effective August 3, 2021, the Company has a 50% interest in JCU. See Note 9.

UEX  |  Unearthing Energy Metals 10

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

7. Mineral properties (continued)

Exploration and evaluation assets (continued)

Joint operations (continued)

(v) Western Athabasca Projects

The Western Athabasca Projects located in the western Athabasca Basin consist of eight separate joint operations. The Shea Creek Project is host to the Kianna, Anne, Colette and 58B Deposits.

The Anne and Colette deposits are subject to a royalty of US$0.212 per pound of U₃O₈ sold to a maximum royalty of US$10,000,000.

The Company has expensed $65 million on the Western Athabasca Projects since 2004, including $54 million on Shea Creek, which contains significant mineral resources (see Note 17 Exploration and evaluation expenditures). Although acquisition costs associated with the Western Athabasca Projects were previously written off, UEX has no intention to abandon these projects.

No programs were proposed by Orano for 2022.

(vi) Black Lake Project

The Black Lake Project (“Black Lake”), located in the northern Athabasca Basin, is a joint operation with Orano and ALX Resources Corp (“ALX”), with the Company being the operator of this project.

Effective March 6, 2020, the Option Agreement was terminated and replaced with the Black Lake Joint Venture Agreement, thus ALX is no longer eligible to increase its interest in the Black Lake Project to 75% under the provision of the prior Option Agreement.

(vii)  Beatty River Project

The Beatty River Project is located in the western Athabasca Basin, with Orano as the operator of this project. Although acquisition costs associated with the Beatty River Project were previously written off, UEX has no intention to abandon this project.

(viii)  Christie Lake Project

UEX is the operator of this project located in the eastern Athabasca Basin. Per the Christie Lake Option Agreement (“Option Agreement”), the Company earned a 60% interest in the Christie Lake Project by making $6.0 million in cash payments and completing $10.0 million in exploration work.

UEX completed its exploration program for 2021, in which JCU chose to participate. Per the Joint Venture Agreement, UEX’s and JCU’s interest remained at 65.5% and 34.5%, respectively.

UEX  |  Unearthing Energy Metals 11

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

8. Investments

The Company holds 5,000,000 common shares of ALX Resource Corp. These common shares are being held for long-term investment purposes. The shares have been classified as equity instruments carried at fair value, with changes in fair value reflected in other comprehensive income (FVOCI).

Investments	June 30 2022
Common shares held – Vanadian (1) (3) (TSX.V: VEC)	$	-
Common shares held – ALX (2) (TSX.V: AL) (see Note 15)		175,000
	$	175,000

⁽¹⁾ The initial fair value of the shares was $29,750 based on the market closing prices on February 13, 2013 ($27,000) and June 23, 2014 ($2,750), the dates the shares were received.

⁽²⁾ The initial fair value of the shares was $400,000 based on the market closing price on June 14, 2018 ($0.08 per share), the date the shares were issued.

⁽³⁾ On April 20, 2022, the Company disposed of all the Vanadian shares for gross proceeds of $4,350 and recognized a loss of $25.

The fair value of the ALX common shares is based on the quoted market price at period end for these securities.

9. Equity-accounted investee

On August 3, 2021, the Company acquired 100% of the shares of JCU from Overseas Uranium Resources Development Co., Ltd. for $41.0 million. On August 3, 2021, the Company sold 50% of the JCU shares to Denison for $20.5 million. Prior to the transaction, on August 3, 2021, the Company and Denison entered into a three-month, interest-free, Term Loan for $40.95 million to facilitate the Company’s purchase of 100% of the shares of JCU, $20.5 million of which was retired upon the Company transferring 50% of the JCU shares to Denison. The remaining $20.45 million of the Term Loan was repaid on September 17, 2021.

JCU is a private Canadian company engaged in the exploration and development of uranium assets in Canada. It has partnerships and interests in 12 uranium exploration and development projects in the Athabasca Basin and Nunavut, including ownership interests in Denison’s Wheeler River Project (10.0%), Cameco’s Millennium Project (30.1%), Orano’s Kiggavik Project (33.8%), and UEX’s Christie Lake Project (34.5%).

The Company’s 50% participation in JCU is a joint venture, therefore the Company accounts for the joint venture on an equity basis.

The consideration for the asset acquisition of JCU on August 3, 2021 (100% basis) was allocated to the assets and liabilities as follows:

Cash and cash equivalents	$	5,823,808
Other current assets		1,619
Non-current assets		35,355,252
Current liabilities		(180,679	)
Non-current liabilities		-
	$	41,000,000

UEX  |  Unearthing Energy Metals 12

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

9. Equity-accounted investee (continued)

The following tables summarize the financial information of JCU and reconciles the summarized financial information to the carrying amount of UEX’s interest in JCU:

	June 30 2022 (100% basis)			UEX’s non- ownership interest (50%)			Consolidating adjustments (1)		Carrying amount in the statement of financial position
Cash and cash equivalents	$	2,750,624		$	(1,375,312	)	$	-	$	1,375,312
Other current assets		6,831			(3,416	)		-		3,415
Non-current assets		25,039,713			(12,519,857	)		5,486,633		18,006,489
Current liabilities		(1,032,746	)		516,373			-		(516,373	)
Non-current liabilities		(35,493,758	)		17,746,879			17,746,879		-
Total	$	(8,729,336	)	$	4,364,667		$	23,233,512	$	18,868,843

⁽¹⁾ The Company records certain consolidating adjustments to allocate the purchase price and acquisition costs, eliminate unrealized profit, and align accounting treatment of mineral property exploration and evaluation costs.

A summary of the investment in JCU is as follows:

	Number of shares		Value
Balance, December 31, 2021		34,832		20,219,060
Share of equity loss		-		(1,384,493	)
Consolidating adjustments – intercompany transactions		-		34,276
Balance, June 30, 2022		34,832	$	18,868,843

A summary of UEX’s share of loss from JCU is as follows:

	Three months ended June 30			Six months ended June 30
	2022			2022
Interest income	$	5,579		$	11,153
Total expense		(21,553	)		(28,086	)
Consolidating adjustments – alignment of accounting policies (1)		(1,046,808	)		(2,752,053	)
		(1,062,782	)		(2,768,986	)
UEX’s 50% share of net loss	$	(531,391	)	$	(1,384,493	)

UEX  |  Unearthing Energy Metals 13

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

10. Accounts payable and other liabilities

	June 30 2022
Trade payables	$	1,934,892
Other liabilities		211,591
Flow-through share premium		119,084
	$	2,265,567

Other liabilities comprise of general and exploration costs incurred in the period for which invoices had not been received at the balance sheet date.

11. Lease liability

The Company has an obligation under lease for its Saskatoon office which expires in February 2024.

	June 30 2022
Current	$	52,125
Non-current		36,827
	$	88,952

The following table presents the contractual undiscounted cash flows for lease obligations as at June 30, 2022:

	June 30 2022
2022	$	42,525
2023		56,700
2024		9,450

Interest expense on lease obligations for the three-month period ended June 30, 2022 was $1,703. Total cash outflow for leases was $14,175, including $12,472 of principal payments on lease liabilities.

Interest expense on lease obligations for the six-month period ended June 30, 2022 was $3,621. Total cash outflow for leases was $28,350, including $24,729 of principal payments on lease liabilities.

UEX  |  Unearthing Energy Metals 14

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

12. Provision for remediation

The Company has recorded a provision for environmental remediation at the Horseshoe-Raven Camp.

	Environmental remediation
Balance, December 31, 2021	$	-
Provisions made		200,000
Provisions used		-
Balance, June 30, 2022	$	200,000

The provision represents the estimated cost of environmental remediation of the Horseshoe-Raven camp, which is expected to be incurred before the end of 2023. Expected environmental remediation includes clean-up of mineralized core and other non-combustible material. The Horseshoe-Raven camp has been consistently utilized in drill programs since 2012 after being purchased from a drilling contractor. Expected remediation will also include the removal and modification of various unused or worn-out equipment, general maintenance of camp infrastructure such as core racks, removal of debris and unused and weathered drilling supplies, and updating some camp plumbing systems.

The Company expects to incur approximately $200,000 on remediation before the end of 2023. No discount rate was used in the calculation of the present value of the provision as at June 30, 2022, as the impact of time value of money is negligible.

	Environmental remediation
Current	$	60,000
Non-current		140,000
	$	200,000

UEX  |  Unearthing Energy Metals 15

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital

(a) Authorized

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of (no par value) preferred shares issuable in series, of which 1,000,000 preferred shares have been designated Series 1 Preferred Shares. As of June 30, 2022, no preferred shares have been issued.

(b) Issued and outstanding – common shares

	Number of shares		Value
Balance, December 31, 2021		544,022,002		237,444,465
Issued pursuant to private placement		11,627,907		5,000,000
Issued pursuant to option exercise		600,000		185,821
Issued pursuant to warrant exercise		312,500		65,625
Share issuance costs		-		(16,894	)
Balance, June 30, 2022		556,562,409	$	242,679,017

The weighted average number of shares outstanding for the three months ended June 30, 2022 was 546,198,405 and for the six months ended June 30, 2022 was 545,501,755. For purposes of calculating diluted loss per share, the weighted average number of shares is adjusted for the effects of dilutive potential common shares, of which there were none in 2022.

On June 21, 2022, the Company completed a private placement with Uranium Energy Corp. (“UEC”) of 11,627,907 common shares at a price of $0.43 per common share, for gross proceeds of $5,000,000. Share issuance costs totaled $15,684.

Additional share issuance costs of $1,209 were incurred in the six months ended June 30, 2022 with respect to warrant and stock option exercises, RSUs and other financing matters.

UEX  |  Unearthing Energy Metals 16

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital (continued)

(c) Share-based compensation

Total share-based compensation related to share purchase options and RSUs vested during the six months ended June 30, 2022 was $350,266. The amount included in exploration and evaluation expenditures for the six-month period ended June 30, 2022 is $21,360, which relates to share purchase options vested, and the remaining $328,906 was expensed to share-based compensation, which comprises of the fair value expense of share purchased options vested of $205,322 and the fair value expense of RSUs vested of $123,584.

Total share-based compensation related to share purchase options and RSUs vested during the three months ended June 30, 2022 was $297,925. The amount included in exploration and evaluation expenditures for the three months ended June 30, 2022 is $10,824, which relates to share purchase options vested, and the remaining $163,517 was expensed to share-based compensation, which comprises of the fair value expense of share purchase options vested of $101,384 and the fair value expense of RSUs vested of $62,133.

Stock Option Plan

Under the Company’s Stock Option Plan, the Company may grant share purchase options to its key employees, directors, officers and others providing services to the Company. Under the plan, the exercise price of each share purchase option shall be fixed by the Board of Directors but shall not be less than the quoted closing market price of the shares on the Toronto Stock Exchange on the date prior to the share purchase option being granted and a share purchase option’s maximum term is 10 years. The shares subject to each share purchase option shall vest at such time or times as may be determined by the Board of Directors.

UEX  |  Unearthing Energy Metals 17

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital (continued)

(c) Share-based compensation (continued)

A summary of the status of the Company’s share-based compensation plan as at June 30, 2022 and changes during the periods ended on these dates is presented below:

	Number of share purchase options			Weighted- average exercise price
Outstanding, December 31, 2021		27,575,000		$	0.25
Exercised		(600,000	)		0.21
Cancelled		(50,000	)		0.46
Expired		(1,350,000	)		0.59
Outstanding, June 30, 2022		25,575,000		$	0.23

⁽¹⁾ The weighted average share price at date of exercise was $0.37.

For the six-month period ended June 30, 2022, 600,000 stock options were exercised with a weighted average exercise price of $0.21 for gross proceeds of $123,000.

Additional information regarding stock options outstanding as at June 30, 2022 is as follows:

		Outstanding						Exercisable
Range of exercise prices		Number of share purchase options		Weighted- average exercise price		Weighted- average remaining contractual life (years)		Number of share purchase options		Weighted- average exercise price
$	0.125 – 0.33		21,875,000	$	0.19		3.46		21,691,667	$	0.19
	0.34 – 0.60		3,700,000		0.46		4.20		1,233,333		0.46
			25,575,000	$	0.23		3.57		22,925,000	$	0.21

UEX  |  Unearthing Energy Metals 18

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital (continued)

(c) Share-based compensation (continued)

Restricted Share Unit Plan

During 2020 the Board of Directors approved a Restricted Share Unit (“RSU”) Plan. Pursuant to the RSU Plan, the Board may grant to eligible participants awards under the RSU Plan, with each award granted entitling an eligible participant to receive one RSU. Each RSU represents the right of an eligible participant to receive one common share. The aggregate maximum number of common shares that may be issued pursuant to the RSU Plan is limited to 6,000,000 common shares. The RSU’s shall vest at such time or times as may be determined by the Board of Directors.

A summary of the status of the Company’s RSUs as at June 30, 2022 is presented below:

	Number of restricted share units		Weighted average fair value at grant date
Outstanding, June 30, 2022		1,017,875	$	0.41

The estimated fair value expense of RSUs vested for the six-month period ended June 30, 2022 was $123,584 and was included in share-based compensation expense.

The aggregate number of common shares that may be reserved for issuance under the RSU Plan on the grant of awards, together with any other securities-based compensation arrangements of the Company in effect, including the Stock Option Plan, shall not exceed 10% of the issued and outstanding common shares of the Company. The 1,249,033 RSUs granted and 25,575,000 stock options outstanding as of June 30, 2022 represent 0.22% and 4.60%, respectively, of the Company’s issued and outstanding common shares, for a total of 4.82% of the Company’s issued and outstanding common shares. The aggregate number of stock options and RSUs available for grant as of June 30, 2022 is 28,832,208, representing 5.18% of the Company’s issued and outstanding common shares.

UEX  |  Unearthing Energy Metals 19

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital (continued)

(c) Share-based compensation (continued)

As at June 30, 2022 the share-based payments reserve values of $4,386,495 on the balance sheet reflect the fair value of outstanding vested share purchase options of $2,870,845 the fair value of outstanding RSUs of $173,335 and the fair value of broker warrants outstanding of $1,342,315. If all options and warrants were exercised, and RSUs vested, the entire balance of the share‑based payments reserve would be transferred to share capital.

(d) Flow-through shares

The Company has financed a portion of its exploration programs through the use of flow-through share issuances. Income tax deductions relating to these expenditures are claimable by the investors and not by the Company.

As at June 30, 2022, the Company had spent $953,415 of the $2,501,500 flow-through funds raised in the December 17, 2021 placement. The Company renounced the income tax benefit of the private placement to its subscribers effective December 31, 2021. The Company incurred $7,634 in Part XII.6 tax on unspent amounts for the six-month period ended June 30, 2022, which has been accounted for under financing and interest expense.

As at June 30, 2022, the Company had spent all of the $3,780,160 flow-through funds raised in the December 2, 2020 placement. The Company renounced the income tax benefit of the private placement to its subscribers effective December 31, 2020. The Company incurred no Part XII.6 tax on unspent amounts for the year ended December 31, 2021 as a result of Canada’s COVID-19 Economic Response Plan, which has been accounted for under financing and interest expense. The qualifying expenditures incurred in 2021 will be deemed to have been incurred in January 2021, and since Part XII.6 does not apply to amounts expended in January of the normal look-back year, the amounts expended in the normal look-back year are exempted from Part XII.6 tax. The qualifying expenses to be incurred in 2022 will be deemed to be incurred 12 months earlier for purposes of determining the Part XII.6 tax liability. The Company incurred $584 in Part XII.6 tax relating to this placement.

On June 29, 2021, Bill C-30, Budget Implementation Act, 2021, No.1 received Royal Assent. Bill C-30 includes extension of the timeline to incur qualified expenditures by 12 months under the look-back rule for flow-through share agreements that were entered in 2019 and 2020. As a result of the extension, the Company will have until December 31, 2021 (versus December 31, 2020) for the flow-through share agreement entered in 2019 and renounced by December 31, 2019. Similarly, the Company will have until December 31, 2022 (versus December 31, 2021) for the flow-through share agreement entered in 2020 and renounced by December 31, 2020. For Part XII.6 tax, new deeming provisions will apply such that the qualifying expenditures are treated as incurred up to one year earlier than the date they are actually incurred. The provisions will also provide a reduction to the Part XII.6 tax that would otherwise be payable. 

UEX  |  Unearthing Energy Metals 20

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

13. Share capital (continued)

(e) Warrants

Outstanding share purchase warrants entitle their holders to purchase common shares of the Company at a price outlined in the warrant agreements. The following table summarizes the continuity of share purchase warrants for the Company:

	Number of Warrants			Weighted Average Exercise Price
Balance, December 31, 2021		52,101,842			0.34
Exercised		(312,500	)		0.21
Balance, June 30, 2022		51,789,342		$	0.34

As at June 30, 2022 the Company’s outstanding share purchase warrants had expiry dates and exercise prices as follows:

Expiry Date for Warrants	Number of Warrants		Exercise Price
May 20, 2023		1,933,437	$	0.21
June 2, 2023		8,240,666		0.18
June 2, 2023		774,489		0.13
September 7, 2024		36,463,750		0.40
September 7, 2024		4,377,000		0.29
Balance, June 30, 2022		51,789,342	$	0.34

For the six months ended June 30, 2022, 312,500 warrants were exercised regularly with a weighted average exercise price of $0.21 for gross proceeds of $65,625.

14. Management of capital

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation programs on its mineral properties. The Company manages its capital structure, consisting of shareholders’ equity, and makes adjustments to it, based on funds available to the Company, in order to support the exploration and evaluation of its mineral properties. Historically, the Company has relied exclusively on the issuance of common shares for its capital requirements. The Company has not changed its approach to capital management during the current period and is not subject to any external capital restrictions.

UEX  |  Unearthing Energy Metals 21

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

15. Management of financial risk

The Company operates entirely in Canada and is therefore not subject to any significant foreign currency risk. The Company’s financial instruments are exposed to limited liquidity risk, credit risk and market risk.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure as outlined in Note 14. Accounts payable and other liabilities are due within the current operating period.

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk includes cash and cash equivalents, amounts receivable and deposits. The Company reduces its credit risk by maintaining its bank accounts at large national financial institutions. The maximum exposure to credit risk is equal to the carrying value of cash and cash equivalents, amounts receivable and deposits. The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments that are redeemable 90 days or less from the original date of acquisition.

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Company’s income. The Company is subject to interest rate risk on its cash and cash equivalents. The Company reduces this risk by investing its cash in highly liquid short-term interest-bearing investments that earn interest on a fixed rate basis.

All financial instruments measured at fair value are categorized into one of three hierarchy levels, described below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

●   Level 1 - Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●   Level 2 - Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability; and

●   Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, amounts receivable, deposits, and accounts payable and other liabilities are a reasonable estimate of their fair values because of the short period to maturity of these instruments.

Cash and cash equivalents are classified as financial assets at amortized cost and are initially recorded at fair value and subsequently at amortized cost with accrued interest recorded in accounts receivable.

The following table summarizes those assets and liabilities carried at fair value:

Investments – as at June 30, 2022	Level 1		Level 2		Level 3		Total
Shares – ALX (TSX-V: AL)		175,000		-		-		175,000
	$	175,000	$	-	$	-	$	175,000

UEX  |  Unearthing Energy Metals 22

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

15. Management of financial risk (continued)

The following table shows a reconciliation from the beginning balances to ending balances for Level 1 fair value measurements for investments:

	Number of Shares			Change in Fair Value			Fair Value
Balance, December 31, 2021		5,087,500					$	454,375
Gains (losses) for the three months ended March 31, 2022				$	(100,875	)
Gains (losses) for the three months ended June 30, 2022		(87,500	)		(178,500	)
Changes in fair value – total unrealized gain (loss) on financial assets at FVOCI (shares) – six months ended June 30, 2022				$	(279,375	)		(279,375	)
Balance, June 30, 2022		5,000,000					$	175,000

16. Segmented information

The Company conducts its business as a single operating segment, being the mining and mineral exploration business in Canada. All mineral properties and equipment are located in Canada.

17. Exploration and evaluation expenditures

Exploration and evaluation expenditures for the six months ended June 30, 2022:

			2022
Project	Cumulative to December 31, 2021		Expenditures in the period		Cumulative to June 30, 2022
Beatty River	$	877,061	$	-	$	877,061
Black Lake		14,498,484		-		14,498,484
Christie Lake		14,642,753		1,801,788		16,444,541
Hidden Bay		35,061,891		1,231,000		36,292,891
Horseshoe-Raven		41,966,891		218,277		42,185,168
Other projects (2)		133,524		17,258		150,782
West Bear Co-Ni		7,785,780		106,607		7,892,387
Western Athabasca
Shea Creek		54,345,456		25,321		54,370,777
Other WAJV		10,929,302		-		10,929,302
All Projects Total	$	180,241,142	$	3,400,251	$	183,641,393

⁽¹⁾ Exploration and evaluation expenditures have been presented on a cumulative basis from July 17, 2002.

⁽²⁾ Other projects include: Axis Lake, Christie West, Key West, and Riou Lake.

UEX  |  Unearthing Energy Metals 23

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

17. Exploration and evaluation expenditures (continued)

Exploration and evaluation expenditures for the three months ended June 30, 2022:

			2022
Project	Cumulative to March 31, 2022		Expenditures in the period		Cumulative to June 30, 2022
Beatty River	$	877,061	$	-	$	877,061
Black Lake		14,498,484		-		14,498,484
Christie Lake		16,281,873		162,668		16,444,541
Hidden Bay		36,088,328		204,563		36,292,891
Horseshoe-Raven		41,980,650		204,518		42,185,168
Other projects (2)		134,399		16,383		150,782
West Bear Co-Ni		7,798,507		93,880		7,892,387
Western Athabasca
Shea Creek		54,345,456		3,992		54,370,777
Other WAJV		10,929,302		-		10,929,302
All Projects Total	$	182,955,389	$	686,004	$	183,641,393

⁽¹⁾ Exploration and evaluation expenditures have been presented on a cumulative basis from July 17, 2002.

⁽²⁾ Other projects include: Axis Lake, Christie West, Key West, and Riou Lake.

Exploration and evaluation expenditures for the period ended June 30, 2022 include the following expenditures:

	Three months ended June 30		Six months ended June 30
	2022		2022
Depreciation	$	19,726	$	38,070
Share-based compensation (Note 13(c))		10,824		21,360
Project management fee (Note 19)		29,972		257,534
Project surcharge (Note 18)		32,475		88,600
	$	92,997	$	405,564

18. Office expenses

	Three months ended June 30			Six months ended June 30
	2022			2022
Insurance	$	15,469		$	30,164
Office supplies and consulting		81,733			204,496
Strategic consulting (Note 23)		1,495,682			1,495,682
Rent		5,062			10,125
Telephone		1,073			2,664
Utilities		3,679			8,002
Project surcharge (Note 17)		(32,475	)		(88,600	)
	$	1,570,223		$	1,662,533

UEX  |  Unearthing Energy Metals 24

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

19. Salaries, net of project management fees

	Three months ended June 30			Six months ended June 30
	2022			2022
Gross salaries	$	235,263		$	504,930
Canadian Emergency Wage Subsidy (Note 19)		-			-
Non-cash management fee offset (Note 15):
Christie Lake – 10%		(21,611	)		(248,103	)
West Bear Project – 10%		(8,361	)		(9,431	)
	$	205,291		$	247,396

The Christie Lake project management fee offset above arises from the 10% management fee deemed to be an expenditure for the exploration work commitment portion of the project earn-in, as per the July 15, 2016 Joint Venture Agreement with JCU.

UEX employee time spent on managing JCU is recouped through monthly management fees billed to JCU, with excess time billed as needed.

20. Related party transactions

The value of all transactions relating to key management personnel, close members of the family of persons that are key management personnel and entities over which they have control or significant influence are as follows:

(a) Related party transactions

Related party transactions include the following payments which were made to related parties other than key management personnel:

	Three months ended June 30		Six months ended June 30
	2022		2022
Cameco group of companies (1)	$	-	$	-
Management advisory board share-based payments (2)		7,388		14,762
	$	7,388	$	14,762

⁽¹⁾ Payments related to fees paid for equipment repairs. Effective March 8, 2021, Cameco group of companies ceased to be a related party as their shareholding of UEX dropped below 10% which terminated certain rights and obligation under the Agreement dated October 23, 2001 between Cameco, Pioneer Metals and UEX.

⁽²⁾ Share-based compensation expense is the fair value of options granted which have been calculated using the Black‑Scholes option-pricing model and the assumptions disclosed in Note 13(c).

UEX  |  Unearthing Energy Metals 25

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

20. Related party transactions (continued)

Related party transactions include the following recoveries of expenditures which were receivable from parties other than key management personnel:

	Three months ended June 30		Six months ended June 30
	2022		2022
JCU (Canada) Exploration Company Ltd (3)
Management fees	$	3,000	$	6,000
Exploration recoveries		429,156		470,103
	$	432,156	$	476,103

⁽³⁾ JCU is 50% owned by UEX; related party receipts and receivables reflect the UEX owned portion of recoveries. Recoveries of expenditures relate to JCU’s participation in the Christie Lake joint venture, recovery of administrative costs associated with acquisition of JCU, and fees related to the management of JCU. As at June 30, 2022, $17,592 was included in amounts receivable.

(b) Key management personnel compensation

Key management personnel compensation includes management and director compensation as follows:

	Three months ended June 30		Six months ended June 30
	2022		2022
Salaries and short-term employee benefits (1)(2)(3)	$	171,729	$	353,806
Share-based payments (4)		134,201		269,887
Other compensation (1)(5)		59,898		119,698
	$	365,828	$	743,391

⁽¹⁾ In the event of a change of control of the Company, certain senior management may elect to terminate their employment agreements and the Company shall pay termination benefits of up to two times their respective annual salaries at that time and all of their share purchase options will become immediately vested with all other employee benefits, if any, continuing for a period of up to two years.

⁽²⁾ In the event that Mr. Lemaitre’s (UEX’s President and CEO) employment is terminated by the Company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to one year’s base salary plus any bonus owing. All other employee related benefits will continue for a period of one year following such termination. Mr. Lemaitre may also terminate the employment agreement upon three months’ written notice to the Board and receive a lump sum payment equal to his base salary plus benefits for three months.

⁽³⁾ In the event that Mr. Hamel’s (UEX’s Vice President, Exploration) employment is terminated by the company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to six months’ base salary which will increase by one month salary after every year of service up to a maximum of twelve months’ base salary plus any bonus owning. Mr. Hamel may also terminate the employment agreement upon two months’ written notice to the Board and receive a lump sum payment equal to his base salary plus benefits for two months.

⁽⁴⁾ Share-based compensation expense is the fair value of options granted which have been calculated using the Black‑Scholes option-pricing model and the assumptions disclosed in Note 13(c) and the fair value of RSUs granted which have been calculated using the closing trading price of the Company’s shares on grant date disclosed in Note 13 (c).

⁽⁵⁾ Represents payments to Evelyn Abbott for CFO services rendered to the Company. In the event that Ms. Abbott’s consulting agreement is terminated by the Company for any reason other than as a result of a change of control, death or termination for cause, the Company will pay a termination amount equal to one year’s base fee plus any bonus owing. Ms. Abbott may also terminate the consulting agreement upon two months’ written notice to the Board.

UEX  |  Unearthing Energy Metals 26

UEX CORPORATION Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2022 (Unaudited – Expressed in Canadian Dollars)

21. Contingencies

Due to the size, complexity, and nature of the Company’s operations various legal matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, based on the information currently available, these matters will not have a material adverse effect on the consolidated financial statements of the Company.

22. Subsequent Event and Arrangement Agreement

On June 13, 2022, the Company entered into a definitive arrangement agreement among UEX, UEC, and UEC 2022 Acquisition Corp, as amended on June 23, 2022, August 5, 2022, and August 15, 2022, pursuant to which the purchaser, a wholly owned subsidiary of UEC agreed to acquire all of the issued and outstanding common shares of UEX in exchange for UEC common shares (the “UEC Arrangement Agreement”). Under the terms of the UEC Arrangement Agreement, each holder of a common share of the Company (a “UEX Share”) would receive 0.090 of one UEC common share in exchange for each UEX Share.

The UEC Arrangement Agreement was passed by UEX securityholders in a special meeting held on August 16, 2022, and the Supreme Court of British Columbia approved the UEC Arrangement Agreement on August 18, 2022. The UEC Arrangement Agreement closed on August 19, 2022 and UEX shareholders received 0.090 common shares of UEC for each UEX common share held.

UEX  |  Unearthing Energy Metals 27

EX-99.3

Exhibit 99.3

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(Expressed in thousands U.S. Dollars)

On August 19, 2022, Uranium Energy Corp. (the “Company” or “UEC”) closed the acquisition of all of the issued and outstanding common shares of UEX Corporation (“UEX”) not previously held by way of a court-approved plan of arrangement under the provisions of the Canada Business Corporations Act (the “UEX Acquisition”) pursuant to the terms and conditions of the arrangement agreement (the “Agreement”) dated August 15, 2022.

The unaudited pro forma combined balance sheet as of July 31, 2022, combines the historical consolidated balance sheets of UEC and UEX giving effect to the UEX Acquisition and Financing as if they had occurred on July 31, 2022. The unaudited pro forma combined statements of operations for the year ended July 31, 2022 combine the historical statements of operations and comprehensive loss of UEC and UEX, giving effect to the UEX Acquisition and Financing as if they had occurred on August 1, 2021, the first day of the Company’s 2022 fiscal year. We have also shown the effect of the acquisition of Uranium One Americas Inc. (the “U1A Acquisition”) (See note 5)

The unaudited pro forma combined financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the UEX Acquisition occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma combined financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the combined company in periods following the UEX Acquisition may differ significantly from this unaudited pro forma combined financial information. The unaudited pro forma combined financial information does not reflect any cost savings, or operating synergies resulting from the UEX Acquisition or the cost necessary to achieve cost savings, or operating synergies or other costs relating to the integration of the two companies.

The unaudited pro forma combined financial information was based on, and should be read in conjunction with:

● the accompanying notes to the unaudited pro forma combined financial information;

● UEC’s audited consolidated statement of operations and comprehensive loss and balance sheet for the fiscal year ended and as at July 31, 2022 included in the Company’s Annual Report on the Form 10-K filed with the Securities and Exchange Commission on September 29, 2022;

● Audited annual consolidated financial statements of UEX as of and for the year ended December 31, 2021.

● Unaudited condensed interim consolidated financial statements of UEX for the three and six months ended June 30, 2022.

● the separate interim consolidated financial statements and the accompanying notes of UEX as of, and for three and six month periods ended, June 30, 2021, as filed with the Canadian securities regulators on SEDAR on August 9, 2021.

● the Amendment No. 2 on Form 8-K/A that amends the Original Form 8-K to include the historical audited and unaudited financial statements of U1A and the pro forma combined financial information required by item 9.01 filed with the Securities and Exchange Commission on March 4, 2022.

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

AS OF JULY 31, 2022

(Expressed in thousands U.S. Dollars, except for share data)

	Historical			Historical (Note 1)			Pro Forma Adjustments (Notes 3 and 4)				Pro Forma Combined
	US GAAP			US GAAP
	Uranium Energy Corp.			UEX Corporation
CURRENT ASSETS
Cash and cash equivalents		32,536			6,395			(904	)	4b		38,027
Inventories		66,570			-							66,570
Prepaid expenses and deposits		2,871			97			(335	)	4f		2,633
Other current assets		214			118							332
TOTAL CURRENT ASSETS		102,191			6,610			(1,239	)			107,562
												-
MINERAL RIGHTS AND PROPERTIES		181,948			8,480			156,642		3		347,070
PROPERTY, PLANT AND EQUIPMENT		20,234			232							20,466
RESTRICTED CASH		7,251			-							7,251
EQUITY-ACCOUNTED INVESTMENT		24,177			14,714			8,811		3		47,702
INVESTMENT IN EQUITY SECURITIES		14,834			136			(6,914	)	4d		8,056
OTHER NON-CURRENT ASSETS		3,612			66							3,678
TOTAL ASSETS		354,247			30,238			157,300				541,785
CURRENT LIABILITIES
Accounts payable and accrued liabilities		8,162			1,767			6,491		4f		16,420
Other current liabilities		336			41							377
Asset retirement obligation					47							47
TOTAL CURRENT LIABILITIES		8,498			1,855			6,491				16,844
ASSET RETIREMENT OBLIGATIONS		17,276			109							17,385
OTHER NON-CURRENT LIABILITIES		1,028			29							1,057
DEFERRED TAX LIABILITIES		536			-							536
TOTAL LIABILITIES		27,338			1,993			6,491				35,822
STOCKHOLDERS' EQUITY
Capital stock		289			189,238			(189,189	)	4a, 4c		338
Additional paid-in capital		613,179			3,420			180,731		4a, 4c, 4e		797,330
Accumulated deficit		(286,373	)		(164,235	)		159,089		3, 4c, 4f		(291,519	)
Accumulated other comprehensive income		(186	)		(178	)		178		4c		(186	)
TOTAL EQUITY		326,909			28,245			150,809				505,963
TOTAL LIABILITIES AND EQUITY		354,247			30,238			157,300				541,785

See Accompanying Notes to the Unaudited Pro Forma Combined Balance Sheets.

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED JULY 31, 2022

(Expressed in thousands U.S. Dollars, except for share data)

	Historical			Constructed periods (note 5)			Pro Forma Adjustments (note 5)				Pro forma			Constructed Historical (Note 1)			IFRS to US GAAP Adjustments (Note 2)							Pro Forma Adjustments (Notes 3 and 4)				Pro Forma Combined
	US GAAP			US GAAP							US GAAP			IFRS							US GAAP
	Uranium Energy Corp.			Uranium One Americas, Inc.			Uranium One Americas, Inc.				Combined with Uranium One Americas, Inc.			UEX Corporation							UEX Corporation							Uranium Energy Corp.
SALES AND SERVICE REVENUE		23,161			135							23,296										-							23,296
COST OF SALES AND SERVICES		(15,868	)		(114	)						(15,982	)									-							(15,982	)
GROSS PROFIT		7,293			21							7,314			-							-							7,314
OPERATING COSTS																						-							-
●         Mineral property expenditures		10,154			1,144							11,298			3,295							3,295							14,593
●         General and administrative		15,026			729							15,755			3,235							3,235			4,241		4f		23,231
●         Acquisition-related costs		3,444										3,444			-							-							3,444
●         Depreciation, amortization and accretion		1,379			626			653		5a		2,658			50							50							2,708
TOTAL OPERATING COSTS		30,003			2,499			653				33,155			6,580							6,580			4,241				43,976
INCOME (LOSS) FROM OPERATIONS		(22,710	)		(2,478	)		(653	)			(25,841	)		(6,580	)						(6,580	)		4,241				(36,662	)
OTHER INCOME (EXPENSES)
●          Interest income (expenses) and finance costs		(1,519	)		(13,717	)		13,569		5b		(1,667	)		25							25							(1,642	)
●          Income from equity-accounted investment		4,126										4,126			(1,549	)						(1,549	)						2,577
●          Debt receivable recovery		18,342								6		18,342			-							-							18,342
●          Gain on settlement of debt receivable		1,780								6		1,780			-							-							1,780
●          Gain (loss) on disposition of assets		6,427								6		6,427			(2	)						(2	)						6,425
●          Unrealized loss on equity securities		(1,898	)									(1,898	)		-			200		2a		200			(1,132	)	4d		(2,830	)
●          Realized gain on equity securities		547										547			-							-							547
●          Other income		152										152			27							27							179
OTHER INCOME (EXPENSES)		27,957			(13,717	)		13,569				27,809			(1,499	)						(1,299	)		(1,132	)			25,378
INCOME (LOSS) BEFORE INCOME TAXES		5,247			(16,195	)		12,916				1,968			(8,079	)						(7,879	)		(5,373	)			(11,284	)
DEFERRED TAX BENEFIT		5										5			58							58							63
NET INCOME (LOSS) FOR THE YEAR		5,252			(16,195	)		12,916				1,973			(8,021	)						(7,821	)		(5,373	)			(11,221	)
OTHER COMPREHENSIVE (LOSS) INCOME
●          Translation (loss) gain		(679	)									(679	)		-							-							(679	)
●          Fair value net change on financial assets - FVOCI												-			200			(200	)	2a		-							-
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME		(679	)		-							(679	)		200							-			-				(679	)
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR		4,573			(16,195	)		12,916				1,294			(7,821	)						(7,821	)		(5,373	)			(11,900	)
NET INCOME (LOSS) PER SHARE
●          Basic		0.02										0.00																	(0.04	)
●          Diluted		0.02										0.00																	(0.04	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
●          Basic		271,019,472										271,019,472													48,518,745		4a		319,538,217
●          Diluted		280,102,073										280,102,073										-			48,518,745		4a		319,538,217

See Accompanying Notes to the Unaudited Pro Forma Combined Statement of Operations and Comprehensive Loss.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Note 1:         BASIS OF PRESENTATION

The unaudited pro forma combined financial information has been adjusted to give effect to pro forma events that are directly attributable to the UEX Acquisition and U1A acquisition (see note 5). The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses." The Company has elected not to present management’s adjustments; only transaction accounting adjustments are presented in the unaudited pro forma combined financial information.

The accompanying unaudited pro forma combined financial information was prepared based on the historical consolidated financial statements of UEC and the historical consolidated financial statements of UEX.

These pro forma combined financial statements have been compiled from and include:

(a) An unaudited pro forma combined balance sheet as of July 31, 2022 combining:

(i) The audited balance sheet of the Company as of July 31, 2022.

(ii) The unaudited interim condensed consolidated balance sheet of UEX June 30, 2022;

(iii) The adjustments described in Notes 3, 4a, 4b, 4c, 4d, 4e, 4f.

(b) An unaudited pro forma combined statement of operations and comprehensive loss for the year ended July 31, 2022 combining:

(i) The audited consolidated statement of operations and comprehensive loss of the Company for the year ended July 31, 2022

(ii) The unaudited consolidated statement of operations and comprehensive loss of UEX for the twelve months ended June 30, 2022, which has been constructed by combining the constructed statements of operations and comprehensive loss for (a) the six months ended December 31, 2021 (constructed by subtracting the statement of operations and comprehensive loss for the six month period ended June 30, 2021 from the statement of operations and comprehensive loss for the year ended December 31, 2021) and (b) the statement of operations and comprehensive loss for the six months ended June 30, 2022

(iii) The adjustments described in Notes 4a, 4d, 4f.

The UEX Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by UEC and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on UEC’s books as of the date of the closing of the UEX Acquisition. Additionally, costs directly related to the UEX Acquisition are capitalized as a component of the purchase price.

The consolidated financial statements of UEC were prepared in accordance with U.S. GAAP. The consolidated financial statements of UEX were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). As such, the Unaudited Pro Forma Combined Financial Information includes adjustments to align the accounting policies of UEX to those of UEC.

The unaudited pro forma combined financial information and related notes are presented for illustrative purposes only. If the UEX Acquisition and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma combined financial information. The unaudited pro forma combined financial information should not be relied upon as an indication of operating results that the Company would have achieved if the UEX Acquisition and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma combined financial statement of operations and comprehensive loss and should not be relied upon as an indication of the future results the Company will have after the contemplation of the UEX Acquisition and the other transactions contemplated by these unaudited pro forma combined financial information. The Company has prepared the unaudited pro forma combined financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the combined company in periods following the UEX Acquisition may differ significantly from this unaudited pro forma combined financial information.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Note 2:         APPLICATION OF U.S. GAAP AND RECLASSIFICATION ADJUSTMENTS

The IFRS to US GAAP adjustments are summarized as follows:

The consolidated financial statements of UEX were prepared in accordance with IFRS. For purposes of preparing the Unaudited Pro Forma Combined Financial Information, the financial information of UEX has been adjusted to give effect to the material differences between IFRS and U.S. GAAP, to the extent that such historical IFRS and U.S. GAAP differences are not affected by the adjustments relating to preliminary purchase price allocation described in Note 3 below. Other differences impacted by the preliminary purchase price allocation are included as other “pro forma adjustments” as described in Note 3 and 4 below. Further, certain adjustments to UEXs financial information are required to conform UEX’s presentation and classification policies to those of UEC, as described below.

Please note that we have converted the UEX statement of operations and comprehensive loss and balance sheet from Canadian dollars to U.S. dollars using the average exchange rate equal to 0.7901 USD for 1 CAD and spot rate equal to 0.7798 USD for 1 CAD respectively.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

2.1 Reclassification of UEX financial statement line items to align with UEC’s financial statements

Constructed statement of operations and comprehensive loss for the year-ended June 30, 2022

(presented in thousands of USD including notes)

	UEX IFRS Constructed			Reclassified			Notes	UEX IFRS Reclassified
Revenues
●    Interest income		19			(19	)	A		-
●    Management fees		21			(21	)	B		-
●    Gain (loss) on disposition of assets		(2	)		2		C		-
●    Other income		6			(6	)	B		-
Total revenue		44			(44	)			-
Operating costs
●    Depreciation, amortization and accretion		50							50
●    Exploration and evaluation expenditures		3,294			(3,294	)	D		-
●    Write down of mineral property		1			(1	)	D
●    Mineral property expenditures		-			3,295		D		3,295
●    General and administrative					3,235		E		3,235
●    Filing fees and stock exchange		97			(97	)	E		-
●    Legal and audit		450			(450	)	E		-
●    (Gain) loss on foreign exchange		(1	)		1		E
●    Maintenance		41			(41	)	E		-
●    Office expenses, net of project surcharges		1,380			(1,380	)	E		-
●    Salaries, net of project management fees & CEWS		442			(442	)	E		-
●    Share-based compensation		702			(702	)	E		-
●    Travel and promotion		124			(124	)	E		-
Total operating costs		6,580			-				6,580
Income from operations		(6,536	)		(44	)			(6,580	)
Other income (expenses)
●    Interest income (expenses) and finance costs		-			(25	)	A		(25	)
●    Financing and interest		(6	)		6		A
●    Income from equity-accounted investment					(1,549	)	F		(1,549	)
●    Share of loss from equity-accounted investee		(1,549	)		1,549		F
●    Gain (loss) on disposition of assets					(2	)	C		(2	)
●    Other income		-			27		B		27
Income (loss) before income taxes		(8,079	)		(13	)			(8,079	)
●    Deferred income tax recovery		58							58
Net income (loss) for the year		(8,021	)		-				(8,021	)
Other comprehensive income
●    Fair value net change on financial assets – FVOCI		200			-				200
Total other comprehensive income (loss)		200			-				200
Total comprehensive income (loss) for the year		(7,821	)		-				(7,821	)

A. Interest income of $19 and Financing and interest of $6 was reclassified and combined under Interest income (expenses) and finance costs for the year-ended June 30, 2022;

B. Management fees of $21 and Other income of $6 reclassified and combined under Other income for the year-ended June 30, 2022;

C. Gain on disposal of equipment for $2 reclassified to Gain (loss) on disposition of assets for the year-end June 30, 2022.

D. Exploration and evaluation expenditures of $3,295 and write-down of mineral property of $1 was reclassified to Mineral property expenditures for the year-ended June 30, 2022;

E. Filing fees and stock exchange of $97, Legal and audit of $450, (Gain) loss on foreign exchange of $1, Maintenance of $41, Office expenses, net of project surcharges of $1,380, salaries, net of project management fees & CEWS of $442, Share-based compensation of $702 , Travel and promotion of $124, reclassified to General and Administrative expenses for the year-ended June 30, 2022.

F. Share of loss from equity-accounted investee of $1,549 reclassified to Income from equity-accounted investment for the year-ended June 30, 2022.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Balance sheet as of June 30, 2022

(presented in thousands of USD including notes)

	UEX IFRS Constructed (Note 2)			Reclassified			Notes	UEX IFRS Reclassified
ASSETS
Current Assets
●    Cash and cash equivalents		6,395			-				6,395
●    Amounts receivable		118			(118	)	A		-
●    Other current assets					118		A		118
●    Prepaid expenses and deposits		97			-				97
Total current assets		6,610							6,610
Non-current assets
●    Deposits		5			(5	)	B		-
●    Right-Of-Use Asset		61			(61	)	B		-
●    Mineral Rights And Properties		8,480							8,480
●    Property, Plant and Equipment		232							232
●    Investment In Equity-Accounted Investee		14,714			(14,714	)	C		-
●    Equity-Accounted investment					14,714		C		14,714
●    Investments		136			(136	)	D		-
●    Investment In Equity Securities		-			136		D		136
●    Other non-current assets					66		B		66
Total assets		30,238							30,238
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
●    Accounts payable and other liabilities		1,767							1,767
●    Lease liability - current		41			(41	)	E		-
●    Provision for remediation – current		47							47
●    Other current liabilities					41		E		41
Total current liabilities		1,855			-				1,855
Non-current liabilities
●    Provision for remediation – long term		109			(109	)	F		-
●    Asset Retirement Obligations					109		F		109
●    Lease liability – long term		29			(29	)	G		-
●    Other Non-Current Liabilities					29		G		29
Total liabilities		1,993			-				1,993
Shareholders’ equity
●    Capital stock		189,238			-				189,238
●    Share-based payments reserve		3,420			(3,420	)	H		-
●    Additional paid-in capital					3,420		H		3,420
●    Accumulated other comprehensive income		(178	)		-				(178	)
●    Accumulated deficit		(164,235	)		-				(164,235	)
		28,245							28,245
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		30,238							30,238

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

A. Amounts receivable of $118 reclassified to Other current asset as of June 30, 2022.

B. Deposits of $5 and Right-of-use assets $61 reclassified and combined under Other non-current assets as of June 30, 2022;

C. Investment in equity-accounted investee for $14,714 reclassified to Equity-Accounted investment as of June 30, 2022;

D. Investments of $136 reclassified to Investment in equity securities as of June 30, 2022;

E. Lease liability – current for $41 reclassified to Other current liabilities as of June 30, 2022;

F. Provision for remediation – long-term of $109 reclassified to Assets retirement obligations as of June 30, 2022.

G. Lease liability – long-term of $29 reclassified to Other non-current liabilities as of June 30, 2022;

H. Share-based payments reserve of $3,420 reclassified to Additional paid-in capital as of June 30, 2022.

2.2 U.S. GAAP adjustments to the unaudited pro forma combined statement of operations and comprehensive loss for the year ended July 31, 2022

a. Under IFRS, an entity can elect to measure investment in equity securities at fair value through other comprehensive income (FVTOCI) whereas under U.S. GAAP an entity is generally required to measure them at fair value through net income (FVTNI) unless they do not have a readily determinable fair value which is not the case in this instance. Therefore, the gain or loss on investment recorded as FVTOCI are adjusted to be recorded at FVTNI in the period presented.

No other significant differences in accounting policies were noted in the preliminary review of UEX accounting policies from the accounting policies used to prepare the historical UEC financial statements. UEC will conduct an additional review of UEX’s accounting policies to determine if differences in accounting policies require adjustment or reclassification of UEX’s results of operations, assets or liabilities to conform to UEC’s accounting policies and classifications when the Company prepares and completes its unaudited consolidated financial statements for the three months ended October 31, 2022. As a result of that review, UEC may identify differences between the accounting policies that, when conformed, could have a material impact on its future consolidated financial statements.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Note 3:         CONSIDERATION AND PRELIMINARY PURCHASE PRICE ALLOCATION

The preliminary allocation of the total purchase price in the UEX Acquisition is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of the closing date of the transaction using currently available information. Because the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein.

The consideration transferred, the fair value of assets acquired and liabilities assumed by UEC were recorded as follows (in thousands, except share amounts and stock price):

Carrying value of previously held interest (as of July 31, 2022)	6,914
Fair value of previously held interest (as of the transaction date)	6,009
Gain (loss) recognized on remeasurement of previously held interest	(905	)
Consideration paid:
●    Shares of UEC issued	171,271
●    UEC replacement equity instruments	12,929
●    Salaries and benefits liability assumed	904
Total consideration paid:	185,104
Transaction costs capitalized as part of the acquisition:
●    Direct transaction costs	2,585
Total transaction costs capitalized as part of the acquisition	2,585
Fair value of previously held interest	6,009
Costs allocated to the assets acquired:	193,698
Fair value of assets acquired:
●    Cash and cash equivalents	6,395
●    Accounts receivable	118
●    Prepaid expenses and deposits	97
●    Restricted cash	5
●    Property, plant and equipment	293
●    Mineral rights and properties	165,122
●    Interest in equity-accounted investment	23,661
Amount attributable to assets acquired	195,691
Fair value of liabilities assumed:
●    Accounts payable and accrued liabilities	1,767
●    Other current liabilities	41
●    Asset retirement obligation (current and non-current)	156
●    Other non-current liabilities	29
Amount attributable to liabilities assumed	1,993

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

This pro forma purchase price allocation has been used to prepare the transaction accounting adjustments in the pro forma combined balance sheet and statement of operations and comprehensive loss.

Note 4:         PRO FORMA ADJUSTMENTS RELATED TO THE UEX ACQUISITION

The following adjustments were made in the preparation of the unaudited pro forma combined balance sheet as of July 31, 2022 and the unaudited pro forma combined statement of operations and comprehensive loss for the year ended July 31, 2022:

a. Represents the increase in the basic and weighted average number of shares in connection with the issuance of 48,518,745 UEC common shares in exchange for all remaining common shares of UEX and 6,962,335 UEC common shares issuable on exercise of the Replacement Options and exercise of outstanding UEX Warrants and Options. The share value above the par value ($0.001 per share) of UEC shares was added to additional paid in capital in the amount of $171,222. We note that there is no dilutive impact on earnings per share caused by the replacement options as the pro forma is in a net loss position.

b. Represents salaries and benefits provided to the UEX employees as per agreements between the UEX and the parties which was triggered as part of the UEX Acquisition. This is included as part of the consideration paid in the UEX Acquisition as it is a liability rested with UEC.

c. The elimination of UEX pre-acquisition equity balance.

d. Represents the adjustments for the UEX shares accounted as an investment in equity securities. On June 21, 2022, the Company completed a private placement in UEX, whereby UEC acquired 11,627,907 UEX common shares at a price of CA$0.43 per UEX common share for total consideration of $3,867. Subsequently, UEC acquired an additional 6,844,000 UEX common shares for total consideration of $1,914 by making purchases through the facilities of the TSX subject to and in accordance with applicable laws. As of July 31, 2022, UEC owned 18,471,907 UEX common shares, representing a 3% interest in UEX, with a fair value of $6,914. The investment in UEX was accounted for as an investment in equity securities with a change in fair value of $1,132 recorded as unrealized gain in consolidated statements of operations and comprehensive income. Such investment should be removed with the subsequent UEX Acquisition of 100% interest of UEX by UEC as they would have control at the date of the acquisition. We note that a loss of $905 was added to accumulated deficit to account for the change in fair value of the previously held interest (see note 3).

e. The effect of the issuance of 48,518,745 UEC common shares and 6,962,335 UEC common shares issuable on exercise of the Replacement Options and exercise of outstanding UEX Warrants ($12,929) on the pro forma equity balance as at July 31, 2022.

f. To capitalize the estimated transaction costs incurred by UEC of $2,250 as part of the preliminary purchase price allocation and expense the estimated transaction costs incurred by UEX of $4,241. $6,491 is added to accounts payable and accrued liabilities not incurred in the historical financial statements. $335 incurred by UEC are deducted from prepaid expenses and accumulated deficit respectively and capitalized as these amounts were recorded in the historical financial statements.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Note 5:         THE URANIUM ONE AMERICAS INC. ACQUISITION

On December 17, 2021, Uranium Energy Corp. (the “Company” or “UEC”) completed the acquisition of 100% of all the issued and outstanding common shares of U1A, a Nevada corporation, for a total cash consideration $125,593 in cash together with an additional $2,902 in working capital (the " U1A Acquisition"). Subsequent to the completion of the U1A Acquisition, UEC changed the name of U1A to UEC Wyoming Corp. and, in conjunction therewith, UEC also changed the name of U1A’s wholly owned subsidiary, Uranium One USA Inc., a Delaware corporation, to UEC Uranium Corp.

Due to the significance of the U1A acquisition, it has also been reflected in the unaudited pro forma consolidated statement of operations and comprehensive loss for the year ended July 31, 2022 as if the transaction occurred on August 1, 2021. The acquisition is already reflected in the UEC ‘s Balance Sheet as at July 31, 2022 therefore no adjustments were required.

Basis of Preparation

The unaudited pro forma combined financial information has been adjusted to give effect to pro forma events that are directly attributable to the U1A Acquisition as if the acquisition occurred on August 1, 2021. The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses."

The unaudited pro forma combined statement of operations and comprehensive loss for the year-ended July 31, 2022, combine the historical statements of operations and comprehensive loss of UEC and U1A, giving effect to the U1A Acquisition as if they had occurred on August 1, 2021. The unaudited pro forma combined statement of operations for the year ended July 31, 2022 (“Fiscal 2022”), combines the historical consolidated statements of operations of the Company for the year ended July 31, 2022 and U1A for the period from August 1, 2021, to December 17, 2022. A pro forma combined balance sheet has been omitted from this filing, as a historical balance sheet reflecting the U1A Acquisition has already been filed within the Company's Annual Report on Form 10-K for the year ended July 31, 2022.

The U1A Acquisition was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) with the Company being the accounting acquirer. Under the acquisition method, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value. The Company used its best estimates and assumptions to assign fair values to the assets acquired and liabilities assumed at the acquisition date using assumptions that the company’s management believes are reasonable utilizing information available at the time. The purchase price allocation analysis was completed as of July 31, 2022 to assign fair values to all assets acquired and liabilities assumed as part of the U1A Acquisition and included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 29, 2022.

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2022

(Unaudited, expressed in thousands U.S. Dollars)

Description of adjustments for U1A Acquisition:

Notes	Description
A	Pro forma property, plant and equipment depreciation expense and accretion expense to the asset retirement obligation adjustments:
	Reversal of the total depreciation and accretion expenses	(626	)
	Depreciation expenses increase as a result of the adjustment to the value of property plant, and equipment at the date of the acquisition	1,016
	Accretion expenses increase as a result of the pro forma adjustment to the asset retirement obligation at the date of acquisition.	263
		653
B	Reflects the reversal interest charges of the long-term debt for U1A’s related party settled prior to the Acquisition.

Note 6:         NON-RECURRING TRANSACTION

In connection with the U1A Acquisition, UEC acquired certain indebtedness totaling $18,342 due from Anfield, which was owed to U1A prior to the closing of the U1A Acquisition (the “Anfield Debt”). UEC assigned a value of $Nil to the Anfield Debt, net of the expected credit loss on the preliminary purchase price allocation given that the probability of the Anfield Debt being collectable was remote at December 17, 2021. 

On April 19, 2022, UEC and Anfield entered into a debt settlement agreement (the “Settlement Agreement”) whereas both parties agreed to settle the debt on the following terms and conditions: 

1. Settlement of Debt 

● Payment by Anfield to UEC of $9,171 in cash, representing one-half of the Debt from funds raised through an equity financing of Anfield. 

● Issuance by Anfield to UEC in units of Anfield having an average deemed issue price of $9,171, representing the other one-half of the Debt.  

2. Property Swap 

Concurrent with entering into the Settlement Agreement, UEC and Anfield also entered into a property swap agreement (the “Swap Agreement”) exchanging all right, title and interest in and to UEC’s Slick Rock Project and Long Park Project located in Colorado with a carrying value of $92, with all right, title and interest in and to certain Anfield’s in situ recovery uranium projects, located in Wyoming with a fair value of $6,500.  As a result, UEC recorded a gain of $6,408 on disposition of assets on its consolidated statements of operations and comprehensive income for the year-ended July 31, 2022. 

The Anfield Debt to UEC was settled through the payment of $9,171 in cash plus the issuance to UEC of 96,272,918 units of Anfield (each, an “Anfield Unit”), which were issued at a deemed price of approximately $9,171.  Each Anfield Unit is comprised of one common share of Anfield (each, an “Anfield Share”) plus one Anfield share purchase warrant (each, an “Anfield Warrant”), with each Anfield Warrant entitling UEC to acquire one Anfield Share at a price of CAD$0.18 per Anfield Share until May 12, 2027.  The securities underlying the Anfield Units are subject to certain resale restrictions.  As a result, UEC now owns approximately 16% of Anfield’s outstanding shares.

The Debt Settlement closed on June 7, 2022, whereby UEC received $9,171 in cash and Anfield Units being comprised of 96,272,918 Anfield Shares and Anfield Warrants. Therefore, the full credit loss recognized on the receivable was considered recovered as of this date.

Consequently, UEC reversed the entire expected credit loss on the debt receivable and recognized a recovery on debt receivable of $18,342 on its consolidated statements of operations and comprehensive income for Fiscal 2022.  The fair value of the cash and the Anfield Common Shares and Anfield Warrants totaled $20,122, which exceeded the amounts of $18,342 previously written off at the date of U1A Acquisition by $1,780.   In accordance with ASC 326 Financial Instruments – Credit Loss, as amended by ASU 2019-04, “expected recoveries of amounts previously written off and expected to be written off shall be included in the valuation account and shall not exceed the aggregate of amounts previously written off and expected to be written off by an entity.”  As a result, UEC recorded a gain of $1,780 on settlement of the Anfield Debt receivable on its consolidated statements of operations and comprehensive income for the year ended July 31, 2022.

XML

Document And Entity Information	Aug. 19, 2022
Document Information [Line Items]
Entity, Registrant Name	URANIUM ENERGY CORP.
Document, Type	8-K/A
Document, Period End Date	Aug. 19, 2022
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-33706
Entity, Tax Identification Number	98-0399476
Entity, Address, Address Line One	1030 West Georgia Street
Entity, Address, Address Line Two	Suite 1830
Entity, Address, City or Town	Vancouver
Entity, Address, State or Province	BC
Entity, Address, Postal Zip Code	V6E 2Y3
City Area Code	604
Local Phone Number	682-9775
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UEC
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Description	Form 8-K/A Amendment No.1
Amendment Flag	true
Entity, Central Index Key	0001334933