Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2022, Uranium Energy Corp. (the "Company" or "UEC") entered into an Arrangement Agreement (the "Arrangement Agreement") with UEC 2022 Acquisition Corp. ("UEC Acquisition Co."), a wholly owned subsidiary of the Company incorporated under the federal laws of Canada, and UEX Corporation ("UEX") pursuant to which UEC, through UEC Acquisition Co., is to acquire all of the issued and outstanding common shares of UEX by way of statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act.

Under the terms of the Arrangement Agreement, each holder of the common shares of UEX (each, a "UEX Share") will receive 0.0831 of one UEC share (each, a "UEC Share") in exchange for each UEX Share. This share exchange ratio implies consideration of approximately C$0.43 per UEX Share and a premium of approximately 50% based on the closing price of UEX's shares on the Toronto Stock Exchange (the "TSX") on June 10, 2022.

At closing, existing UEC and UEX shareholders will own approximately 86.3% and 13.7%, respectively, of UEC based on current outstanding common shares.

UEX intends to call a meeting of shareholders to be held in August 2022 to seek shareholder approval for the Arrangement (the "UEX Meeting"). Completion of the Arrangement will require:



  ? approval of at least 66 2/3% of the votes cast by UEX shareholders at the UEX
    Meeting, and



  ? approval of a simple majority of the votes cast by UEX shareholders at the UEX
    Meeting, excluding votes from certain management shareholders, as required
    under the Canadian Securities Administrators Multilateral Instrument 61-101
    - Protection of Minority Security Holders in Special Transactions.

Completion of the Arrangement is also subject to the receipt of court and stock exchange approvals, and other customary closing conditions for transactions of this nature, such as Investment Canada approval.

The Arrangement Agreement provides for, among other things, non-solicitation covenants, with "fiduciary out" provisions that allow UEX to consider and accept a superior proposal, subject to a "right to match period" in favour of UEC. The Arrangement Agreement also provides for a termination fee of US$8.25 million to be paid by UEX to UEC if the Arrangement Agreement is terminated in certain specified circumstances. In addition, under the Arrangement Agreement UEC has agreed to provide UEX with C$5 million funding by way of a private placement of UEX Shares at a price of C$0.43 per UEX Share (the "Private Placement"). Closing of the Private Placement is subject to the approval of the TSX.

The Arrangement has been unanimously approved by the Board of Directors of UEX. The directors and senior officers of UEX, holding in aggregate approximately 0.5% of the issued and outstanding UEX Shares (each, a "Consenting Shareholder"), have entered into voting support agreements with UEC and UEC Acquisition Co. (each, a "Lock-Up Agreement"), pursuant to which they have agreed to vote their shares in favour of the Arrangement at the UEX Meeting. TD Securities and Sprott Capital Partners have provided opinions to the UEX Board of Directors to the effect that, as of June 13, 2022, and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration to be received by UEX shareholders pursuant to the Arrangement is fair, from a financial point of view, to such shareholders.

The Arrangement is expected to close in the third calendar quarter of 2022.



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The foregoing descriptions of each of the Arrangement Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by each of the Arrangement Agreement and the form of Lock-Up Agreement Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro forma Financial Information





Not applicable.

(c) Shell Company Transaction



Not applicable.

(d) Exhibits



Exhibit   Description
 10.1*      Arrangement Agreement between Uranium Energy Corp., UEC 2022
          Acquisition Corp. and UEX Corporation, dated June 13, 2022
 10.2*      Form of Lock-up Agreement between Uranium Energy Corp., UEC 2022
          Acquisition Corp. and certain Consenting Shareholders of UEX
          Corporation, dated June 13, 2022
  104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within the inline XBRL document)



Note:

* Portions of this exhibit have been omitted.

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