Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jul. 31, 2023

Jul. 31, 2022

Jul. 31, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table

As required by Item 402(v) of Regulation S-K, we are providing the following information for the principal executive officer (the “PEO”; being Mr. Adnani) and the average for the Named Executive Officers excluding the PEO (the “Non-PEO NEOs”; being Messrs. Obara and Melbye) for the fiscal years ended July 31, 2023, 2022 and 2021.

	Summary Compensation Table Total for PEO (1) ($) (b)	Compensation Actually Paid to PEO (2) ($) (c)	Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) (d)	Average Compensation Actually Paid to Non-PEO NEOs (2) ($) (e)	Value of Initial Fixed $100 Investment Based On:		Net Income (loss) (4) ($ in thousands) (h)
Year (a)					Total Shareholder Return (3) ($) (f)	Peer Group Total Shareholder Return (3) ($) (g)
2023	3,700,780	2,690,924	742,727	581,394	371.79	280.56	(3,307)
2022	2,315,872	2,212,036	603,525	590,809	433.75	248.58	5,252
2021	1,635,553	1,907,583	500,947	557,369	224.10	187.83	(14,813)

Notes:

(1)

For column (b), the dollar amounts represent total compensation paid to our PEO, Amir Adnani, and are taken directly from the Summary Compensation Table included in the Company’s Annual Report for Fiscal 2023 that was filed with the SEC on September 29, 2023. For column (d), the dollar amounts represent the average total compensation paid to Pat Obara, our Secretary, Treasurer and Chief Financial Officer, and Scott Melbye, our Executive Vice President, and are taken directly from the Summary Compensation Table included in the Company’s Annual Report.

(2)

The following tables set forth the adjustments made to arrive at the compensation actually paid to our PEO and Non-PEO NEOs during each of the fiscal years reflected in this table.

PEO Total Compensation Amount

$ 3,700,780

$ 2,315,872

$ 1,635,553

PEO Actually Paid Compensation Amount

$ 2,690,924

2,212,036

1,907,583

Adjustment To PEO Compensation, Footnote

Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs

Adjustments to Determine Compensation Actually Paid		2023						2022						2021
		PEO ($)			Non- PEO NEOs ($)			PEO ($)			Non- PEO NEOs ($)			PEO ($)		Non- PEO NEOs ($)
Total Reported in Summary Compensation Table			3,700,780			742,727			2,315,872			603,525			1,635,553		500,947
Less, Amounts Reported under “Stock Awards” in the Summary Compensation Table			2,026,264			312,562			964,705			233,357			895,553		255,292
Less, Amounts Reported under “Option Awards” in the Summary Compensation Table			240,516			37,101			-			-			-		-
Plus, the Fair Value of Equity Awards Granted during the Year that were Outstanding and Unvested as of Year-end	PRSUs		705,936			108,894			391,104			94,606			389,586		111,058
	RSUs		1,320,337			203,669			573,602			138,751			506,250		144,314
	Options		240,517			37,101			791,059			191,353			697,762		198,909
Plus, the Change in Fair Value from Prior Year-end to Current Year-end of Equity Awards granted in any Prior Year that were Outstanding and Unvested as of Year-end	PRSUs		(79,036	)		(19,118	)		242,948			69,257			-		-
	RSUs		(63,413	)		(15,339	)		287,267			81,890			661,333		167,400
	Options		(125,321	)		(30,315	)		478,727			136,469			546,683		186,567
Total Adjustments			(1,009,856	)		(161,333	)		(103,836	)		(12,716	)		272,030		56,422
Compensation Actually Paid			2,690,924			581,394			2,212,036			590,809			1,907,583		557,369

(3)

Total shareholder return represents the value of a deemed fixed investment of $100 at market close on July 31, 2020, assuming the reinvestment of dividends, if any. Total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period, by the share price at the beginning of the measurement period. For the purposes of this table the Peer Group consisted of the following companies: Centrus Energy Corp., Coeur Mining, Inc., Comstock Resources, Inc., Denison Mines Corp., enCore Energy Corp., Energy Fuels Inc., Filo Corp. (formerly Filo Mining Corp.), Fission Uranium Corp., Gulfport Energy Corporation, K92 Mining Inc., NexGen Energy Ltd., Northern Oil and Gas, Inc., Osisko Mining Inc., Seabridge Gold Inc. and Torex Gold Resources Inc. For the purposes of understanding the cumulative returns over time, this table should be read from bottom to top.

(4)

Net income (loss) represents the amounts reported in the Company’s audited financial statements included in our Annual Report.

Non-PEO NEO Average Total Compensation Amount

$ 742,727

603,525

500,947

Non-PEO NEO Average Compensation Actually Paid Amount

$ 581,394

590,809

557,369

Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay Versus Performance Table

Because we are not a Production Stage mining company (as defined by the SEC), we did not have any revenue from continuing operations during the periods presented. Consequently, we have not historically focused on net income (loss) as a performance measure for our executive compensation programs. In Fiscal 2021 we had a net loss of approximately $14.8 million, and in Fiscal 2022 we had net income of approximately $5.3 million followed by a net loss in Fiscal 2023 of approximately $3.3 million. Despite the volatility of net income, as the Company in this growth stage focused on building its pipeline of low-cost uranium projects, the Company’s shareholder returns relative to the Peer Group generated, on average, over 42% returns compared to the Peer Group. This average outperformance was achieved by the Company generating a 19.3%, 74.5% and 32.5% relative shareholder return outperformance in Fiscals 2021, 2022 and 2023, respectively. During the same period the compensation actually paid for our PEO increased to align actual pay with performance from $1.9 million in Fiscal 2021, to $2.2 million in Fiscal 2022 and finally to $2.7 million in Fiscal 2023. The average compensation actually paid to our other executive officers increased proportionately from $557,369 in Fiscal 2021 to $590,809 in Fiscal 2022. In Fiscal 2023 the average compensation actually paid to our other executive officers decreased slightly.

The following graph shows the compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group (excluding the PEO) during the periods presented and total shareholder return over those periods. Total shareholder return increased from Fiscal 2021 to Fiscal 2022 by approximately 94%, and decreased from Fiscal 2022 to Fiscal 2023 by approximately 14%. Over the three-year period from Fiscal 2021 to Fiscal 2023, our total shareholder return increased by approximately 66%. Mr. Adnani’s compensation actually paid showed an increase year over year for the three years and the average amount of compensation actually paid to our non-PEO NEOs as a group (excluding Mr. Adnani) increased slightly over the three-year period.

We utilize a blend of performance measures and Peer Group analysis to align executive compensation with performance. Performance, at the current stage of the business is tied to multiple criteria, which are reflected in our STIP performance scorecard and share price performance on both an absolute and relative to Peer Group basis. We believe in taking a balanced approach to long-term performance based compensation. Therefore, the Named Executive Officers receive a mix of performance vesting stock options, performance vesting PRSUs and time vesting RSUs. In totality, these form an integral part of our executive compensation program, are closely related to the Company’s performance, however, are not directly tied to total shareholder return because their value is directly correlated to the market price of our common shares and requires that the Named Executive Officers continue in our employment over the vesting period. As such, these performance vesting stock option awards and other equity awards strongly align our Named Executive Officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our Named Executive Officers to continue in our employment for the long-term.

Total Shareholder Return Amount

$ 371.79

433.75

224.1

Peer Group Total Shareholder Return Amount

280.56

248.58

187.83

Net Income (Loss)

(3,307,000)

5,252,000

(14,813,000)

PEO | Equity Awards Adjustments

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,009,856)

(103,836)

272,030

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,026,264

964,705

895,553

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

705,936

391,104

389,586

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(79,036)

242,948

0

PEO | Options Awards [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

240,516

0

0

PEO | RSUs [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,320,337

573,602

506,250

PEO | RSUs [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(63,413)

287,267

661,333

PEO | Options [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

240,517

791,059

697,762

PEO | Options [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(125,321)

478,727

546,683

Non-PEO NEO | Equity Awards Adjustments

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(161,333)

(12,716)

56,422

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

312,562

233,357

255,292

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

108,894

94,606

111,058

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(19,118)

69,257

0

Non-PEO NEO | Options Awards [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

37,101

0

0

Non-PEO NEO | RSUs [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

203,669

138,751

144,314

Non-PEO NEO | RSUs [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(15,339)

81,890

167,400

Non-PEO NEO | Options [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

37,101

191,353

198,909

Non-PEO NEO | Options [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (30,315)

$ 136,469

$ 186,567