Item 1.01 Entry Into a Material Definitive Agreement.

On September 21, 2020, Uranium Energy Corp., a Nevada corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with a syndicate of underwriters (the "Underwriters"), co-represented by H.C. Wainwright & Co., LLC and Haywood Securities Inc., under which the underwriters have agreed to buy on an underwritten basis 12,500,000 units (the "Units") at a price to the public of $1.20 per Unit for gross proceeds of $15,000,000 (the "Offering"). Each Unit consists of one share of common stock (each, a "Share") and one-half of one common stock purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of common stock (each, a "Warrant Share") at an exercise price of $1.80 per Warrant Share, and is exercisable from the date of issuance until any time prior to 5:00 pm (Vancouver time) on the date that is 24 months from the date of issuance.

Pursuant to the Underwriting Agreement, the Underwriters are entitled to purchase the Units at a discounted underwriting price of $1.128 per Unit, representing a 6% discount (the "Underwriting Discount"). The Underwriting Discount will be reduced to 2% (resulting in a discounted underwriting price of $1.176 per Unit) on up to $5,000,000 in Units that are sold to purchasers included on a president's list (the "President's List"), and thereafter the full 6% discount will apply. In addition, the Company has agreed to issue to the Underwriters (or their designees) up to a total of 583,333 common stock purchase warrants (the "Compensation Warrants"). Each Compensation Warrant entitles the holder thereof to purchase one share of common stock (each, a "Compensation Warrant Share") at an exercise price of $1.80 per Compensation Warrant Share, and is exercisable from the date of issuance until any time prior to 5:00 pm (Vancouver time) on the date that is 24 months from the date of issuance. The Offering is expected to close on September 23, 2020, subject to obtaining NYSE American approval and customary closing conditions.

The Underwriting Agreement contains customary representations, warrants and covenants by the Company, conditions to closing and indemnification provisions, as well as a form of lock-up agreement that has been signed by certain of the Company's directors and officers, filed herewith as Schedule "E" to Exhibit 1.1 to this Current Report on Form 8-K.

The net proceeds to the Company from the underwritten public Offering, after deducting the Underwriters' expenses, the Company's estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants issued in the Offering or the Compensation Warrants, are expected to be approximately $14,000,000.

The Shares, Warrants, Warrant Shares, Compensation Warrants and Compensation Warrant Shares will be issued pursuant to a prospectus supplement dated as of September 21, 2020, which was filed with the Securities and Exchange Commission (the "SEC") in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-236571), which became effective on March 3, 2020, and the base prospectus dated as of March 3, 2020 contained in such registration statement.





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The legal opinion of McMillan LLP relating to the legality of the issuance and sale of the Shares, Warrants, Warrant Shares, Compensation Warrants and Compensation Warrant Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

The description of terms and conditions of the Underwriting Agreement, the Warrants and the Compensation Warrants set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Underwriting Agreement and the form of Warrant (which is the same form for both the Warrants and the Compensation Warrants), which are attached hereto as Exhibits 1.1, 4.1, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




  1.1      Underwriting Agreement, dated as of September 21, 2020, by and between
         Uranium Energy Corp., H.C. Wainwright & Co., LLC, Haywood Securities Inc.,
         TD Securities Inc., Eight Capital and Roth Capital Partners, LLC
  4.1      Form of Warrant
  5.1      Opinion of McMillan LLP
  23.1     Consent of McMillan LLP (included in Exhibit 5.1)








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