UEC Uranium Energy Corp

Exhibit 99.1

URANIUM ENERGY CORP.
(the “Corporation”)

POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED
INCENTIVE BASED COMPENSATION
(the “RECOVERY POLICY”)

PART 1
GENERAL PROVISIONS

Purpose

1.1                This Recovery Policy has been adopted by resolution of the Board (as hereinafter defined) of the Corporation in accordance with certain listing standards of the NYSE American stock exchange mandated by Rule 10D-1 (as hereinafter defined), to facilitate reasonably prompt recovery by the Company of the amount of any Incentive-Based Compensation that is deemed to have been erroneously awarded in the event that the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirement under relevant Securities Laws (as hereinafter defined).

Definitions

1.2                  In this Recovery Policy, the following terms will have the following meanings:

PART 2
ADMINISTRATION

Administration

2.1                This Recovery Policy will be administered by the Compensation Committee which will be empowered to, with consideration of applicable Securities Laws,

Interpretations

2.2               This Recovery Policy is intended to be a “Recovery Policy” for the purposes of Section 811 of the NYSE American Company Guide and will be interpreted by the Compensation Committee consistent with the SEC’s interpretation of Rule 10D-1, including the guidance of the SEC set forth in the SEC Final Release and any other applicable law, regulation, rule or interpretation of the SEC or NYSE American promulgated or issued in connection therewith. This Recovery Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s chief executive officer and chief financial officer.

Compliance

2.3               The Compensation Committee may require that any employment agreement, offer letter, compensation plan, equity award agreement, or any other agreement entered into on or after the Effective Date require an Executive Officer to agree to abide by the terms of this Recovery Policy. Further, the Compensation Committee may require each Executive Officer to acknowledge this Recovery Policy through execution of the form of acknowledgement attached hereto as Appendix A (or such other form as approved from time-to-time by the Compensation Committee).

PART 3
SCOPE AND INTERPRETATION OF THIS RECOVERY POLICY

Effective Period

3.1                 This Recovery Policy will be applied to all Incentive Based Compensation that is Received by an Executive Officer on or after the Effective Date.

Scope of Executive Officers Subject to Recovery Policy

3.2                 The Compensation Committee will determine from time-to-time the individuals that are deemed to be subject to the Recovery Policy by virtue of being considered an Executive Officer of the Company under Rule 10D-1.

Scope of Accounting Restatements Subject to Recovery Policy

3.3                The Accounting Restatements that will trigger the obligation to recover Erroneously Awarded Incentive-Based Compensation will include any restatement of any of the financial statements of the Company filed with the SEC under the Exchange Act to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For clarity, Accounting Restatements include for the purposes of this Recovery Policy both:

Determination of When Incentive-Based Compensation is Received

3.4                 Incentive-Based Compensation will be deemed Received in the fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award was attained, even if the payment or grant occurs after the end of that period.

PART 4
RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION

Recovery

4.1                 In that event that the Company is required to prepare an Accounting Restatement, the Company will reasonably promptly take action to recover the amount of any Erroneously Awarded Incentive-Based Compensation that has been Received by each applicable Executive Officer:

4.2                Recovery will be required on a “no fault” basis, without regard to whether an Executive Officer engaged in any misconduct or whether the Executive Officer was responsible for the erroneous financial statements that led to the Accounting Restatement.

Trigger for Recovery of Erroneously Award Compensation

4.3                The date on which the Company is deemed to be required to prepare an Accounting Statement for the purposes of determining the Recovery Period under Section 4.1 will be the earlier to occur of:

Determination of Recovery Period

4.4                The recovery period for the determination of Erroneously Awarded Incentive-Based Compensation (the “Recovery Period”) will determined as the three completed fiscal years immediately preceding the date that the Company is required to prepare an Accounting Restatement, as that date is determined under Section 4.3. In the event of a change in the financial year of the Company, the Recovery Period will also include any transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year.

Scope of Incentive Based Compensation Subject to Recovery

4.5               Recovery will be made against each current and former Executive Officer who has Received Incentive-Based Compensation during the three year Recovery Period to the extent that such Incentive-Based Compensation is determined to be Erroneously Awarded Incentive-Based Compensation. Recovery of Incentive-Based Compensation received while an individual was serving in a non-executive capacity prior to becoming an Executive Officer is not subject to this Recovery Policy and recovery will not be required. An award of incentive-based compensation granted to an individual before the individual becomes an Executive Officer will be subject to this Recovery Policy, so long as the Incentive-Based Compensation was received by the individual at any time during the performance period after beginning service as an Executive Officer.

Determination of Amount of Erroneously Awarded Compensation

4.6                The amount of any Erroneously Awarded Incentive-Based Compensation to be recovered under Section 4.1 will be determined as follows for each applicable Executive Officer:

4.7                Erroneously Awarded Incentive-Based Compensation will include any Incentive-Based Compensation that was based on stock price or TSR to the extent that the Incentive-Based Compensation was inaccurate as a result of the Accounting Restatement. For Incentive-Based Compensation based on stock price or TSR, where the amount of Erroneously Awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement:

4.8                 The Compensation Committee shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation.

4.9                  The amount of any Erroneously Awarded Incentive-Based Compensation will be computed without regard to any taxes paid by the Executive Officer.

4.10              To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, including Section 304 of the Sarbanes-Oxley Act of 2002, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Recovery Policy.

4.11                Notwithstanding anything in this Recovery Policy, in no event will the Company be required to award any Executive Officer an additional payment or other compensation if the Accounting Restatement would have resulted in the grant, payment or vesting of Incentive-Based Compensation that is greater than the Incentive-Based Compensation actually received by the affected Executive Officer. The recovery of Erroneously Awarded Incentive-Based Compensation is not dependent on if or when the restatement is filed.

PART 5
REPORTING

Reporting of Erroneously Award Compensation

5.1                In the event of an Accounting Restatement pursuant to which the Compensation Committee has considered whether recovery of any Erroneously Awarded Incentive-Based Compensation is required, the Compensation Committee will prepare a report to management of the Company detailing the information required to be reported by the Company with respect to such Accounting Restatement on the Form 10-K or other form of annual report to be filed by the Company under the Exchange Act for the fiscal year in which the Accounting Restatement occurred and in any other filing required to be made by the Company under Securities Laws.

Documentation

5.2                 The Compensation Committee will maintain documentation as to the determination of the amount of any Erroneously Awarded Incentive-Based Compensation, including any reasonable estimates made during the calculation process, and any efforts undertaken to recover Erroneously Awarded Incentive-Based Compensation. The Company will provide this information to NYSE American upon its request.

Documentation

5.3                  Without limiting the above, the Company will comply will all disclosure, documentation and records requirements relating to this Recovery Policy under Section 10D of the Exchange Act, the NYSE American Company Guide and the filings required to be made by the Company under the Exchange Act.

PART 6
ENFORCEMENT OF RECOVERY

Requirement to Recover

6.1                Upon a determination by the Compensation Committee that the Company is obligated to recover Erroneously Awarded Incentive-Based Compensation under Section 4.1, the Company will take steps to recover such Erroneously Awarded Incentive-Based Compensation other than in circumstances where each of (a) and (b) below apply:

Deferred Payment Plans

6.2              The Compensation Committee may consider the establishment of a deferred payment where recovery is required from an Executive Officer and where the deferred payment plan allows the Executive Officer to repay the Erroneously Awarded Incentive-Based Compensation as soon as possible without unreasonable economic hardship to the Executive Officer, depending on the facts and circumstances; provided that any such deferred payment plan shall be narrowly tailored to the Erroneously Awarded Incentive-Based Compensation being recovered so as not to constitute a personal loan to the Executive Officer that is prohibited by Section 13(k) of the Exchange Act.

Recovery of Costs

6.3                 If an Executive Officer fails to repay all Erroneously Awarded Incentive-Based Compensation when due, the Company will take all actions reasonable and appropriate to recover the Erroneously Awarded Incentive-Based Compensation from the Executive Officer, and in that case the Executive Officer will be required to reimburse the Company for all reasonable expenses incurred in recovering the Erroneously Awarded Incentive-Based Compensation from the Executive Officer.

Other Legal Remedies

6.4               Any right of recovery under this Recovery Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule, or under the terms of any similar policy or agreement in any employment agreement, offer letter, compensation plan, equity award agreement, or similar agreement and any other legal remedies available to the Company.

6.5                This Recovery Policy does not preclude the Company from taking any other action to enforce an Executive Officer’s obligations to the Company or limit any other remedies that the Company may have available to it and any other actions that the Company may take, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities.

PART 7
PROHIBITION ON INDEMNIFICATION

Prohibition on Indemnification

7.1                  The Company shall not be permitted to indemnify or insure any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Recovery Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Recovery Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Recovery Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Recovery Policy).

Insurance

7.2                  The Company will not purchase or pay or reimburse any Executive Officer for any insurance policy to cover losses incurred by any Executive Officer under this Recovery Policy.

Other Recovery Rights

7.3                 This Recovery Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or NYSE American, their beneficiaries, heirs, executors, administrators or other legal representatives. The Compensation Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Recovery Policy. Any right of recovery under this Recovery Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

PART 8
AUTHORITY OF THE COMPENSATION COMMITTEE

Engagement of Professional Advisors

8.1                 In addition to any authority provided under its charter, the Compensation Committee will have the authority to engage and retain independent legal counsel, independent accounting advisors and any outside professional advisor that it determines necessary to carry out its duties, at the expense of the Company, without the Board’s approval and at any time, and has the authority to determine any such advisor’s fees and other retention terms.

Oversight

8.2               In the event that the Company is required to recover any Erroneously Awarded Incentive-Based Compensation under this Recovery Policy, such recovery efforts will be undertaken with the supervision of the office of the Vice-President, General Counsel under oversight of the Compensation Committee, provided that Compensation Committee will directly supervise such efforts in the event of that the Vice-President, General Counsel is an Executive Officer who is subject to recovery.

Review

8.3                  The Compensation Committee will periodically review legislative developments, regulatory initiatives, and similar matters relating to Securities Laws that may have an impact on this Recovery Policy, and report to the Board any recommendations it may have concerning the Recovery Policy.

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Appendix A

ATTESTATION AND ACKNOWLEDGEMENT OF POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION

By my signature below, I acknowledge and agree that:

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Exhibit 99.2

URANIUM ENERGY CORP.
(the “Corporation”)

CYBERSECURITY POLICY

Purpose

The Board of Directors of the Corporation has adopted this Cybersecurity Policy (or the “Policy” as the context provides for) with a purpose of serving as a standard for setting, reviewing and implementing the Corporation’s cybersecurity goals, objectives and targets.

The “Corporation” includes Uranium Energy Corp. and all of its subsidiaries. All vendors, suppliers and partners working with the Corporation are expected to comply with the principles found in this Policy as they relate to the Corporation and its businesses, and are encouraged to adopt similar policies within their own businesses.

This Policy should be read in conjunction with the other Corporation policies set forth below which are available on the Corporation’s website at www.uraniumenergy.com.

The information that exists within the information technology (“IT”) network and infrastructure (the “Cyberspace”) is a valuable asset of the Corporation and, therefore, benefits from protection and preservation thereof. Effective information security management is necessary for the secured sharing and protection of information within the Corporation’s Cyberspace.

This Policy serves as a framework that all employees, directors and officers shall abide by to ensure that risks to the confidentiality, integrity or availability of the Corporation’s assets within the Cyberspace are managed in accordance with the agreed upon cybersecurity approach. In guiding the Corporation’s ongoing operation, maintenance and effective management of its cybersecurity initiatives, this Policy will detail the roles and responsibilities of key personnel, provide guidance on the initiatives necessary to meet the objectives of this Policy.

Applicability

This Policy applies to all directors, officers, employees and contractors of the Corporation and any parent, holding companies and subsidiaries regardless of the terms of their contract (collectively, “you”), who use the Corporation’s technological devices. References in this Policy to “we”, “us” or “our” shall be interpreted as referring to the Corporation unless the context suggests otherwise.

Policy Statement

The Corporation recognizes the importance of effective information security management and strives to maintain the confidentiality, integrity and availability of information in the Cyberspace. In aspiring to prevent, detect and respond to unauthorized and malicious attacks in the Cyberspace, the Corporation will identify, prioritize and manage dedicated efforts towards both protection of information and the minimization of risks of unauthorized and malicious access to information in the Cyberspace.

The Board of Directors of the Corporation (the “Board of Directors”) aims to lead the Corporation in a direction that minimizes the risk of unauthorized and malicious use, disclosure, potential theft, alteration or damaging effects of the Corporation’s operations while concurrently enabling the sharing of information in Cyberspace. The Board of Director is committed to ensuring that risks to the confidentiality, integrity or availability of Corporation-owned information assets are managed and appropriately by implementing an information security risk management approach. In furthering the Corporation’s mission to protect information within Cyberspace as a valuable asset, the Corporation is committed to its information security program aimed at securing the information asset of the organisation. In addition, the Corporation strives to ensure continued protection and maintenance of a secure environment for users of its Cyberspace information by aligning its information security approach. This includes reserving a right to monitor and audit network and system usage at any time for compliance reasons pursuant to this Policy. The Corporation views all reports of breaches hereunder seriously and will abide by rigorous investigation processes in the event of a breach.

Roles and Responsibilities

Committee Oversight

The Audit Committee of the Corporation (the “Audit Committee”) will oversee this policy and will be responsible for the implementation of the Corporation’s oversight, programs, procedures, and policies related to cybersecurity, cybersecurity risks, information security, and data privacy.

Management shall report to the Audit Committee on the Corporation’s and its subsidiaries’ strategy, risks, metrics and operations relating to cybersecurity and information security matters, including significant cybersecurity and information security-related projects and initiatives and related progress, the integration and alignment of such strategy with the Corporation’s overall business and strategy, and trends that may affect such strategy or operations.

Management Oversight

Team leads from various departments of the Corporation have been identified under this Policy to report to the Corporation’s Chief Financial Officer (the “CFO”) and oversee the Strategy (as defined herein) of the Corporation. While these named leaders will oversee the Strategy pursuant to this Policy, cybersecurity is the responsibility of all business stakeholders and requires the cooperation and compliance of all personnel.

Employee Responsibility

All employees shall exercise professional judgement in using computing devices and network resources connected to the Cyberspace. All information, physical and intellectual properties stored on electric and computing devices or existing within the Cyberspace remain the sole property of the Corporation. Therefore, employees must neither access nor share confidential and proprietary information prior to receiving consent from management or the Corporation’s directors and officers.

Employees are strictly prohibited from performing any act that would be in contrary to this Policy, including but not limited to:

All potential threats or loss of any Corporation device that may store confidential information must be promptly reported to the CFO.

Management Responsibilities

First and foremost, the Corporation’s management team shall facilitate an environment whereby managing cybersecurity risk is accepted as the personal responsibility of each member of the Corporation. Management will undertake the following roles and responsibilities as appropriate and as operationally feasible:

Management will ensure that employees are provided with adequate resources and trainings to fully understand the guidelines and expectations for cybersecurity. Members of the management team may be asked by the CFO to assist with IT security investigations in the event of a breach of this Policy. If any member of management is unaware of the best course of action in dealing with an IT-related matter, the manager shall immediately contact the Corporation’s third party IT representative. Upon becoming aware of a potential violation of this Policy or a breach of cybersecurity, the member of management must immediately document the violation and request the individual surrender possession of any devices that may have suffered a security breach.

Disclosure

Disclosure of cybersecurity and information security related matters, including material cybersecurity incidents, risk factors, risk management, governance, strategy, and other disclosures shall be provided in accordance with applicable laws and regulation. The Audit Committee shall also review the Corporation’s cybersecurity-related disclosures in its Form 10-K Annual Report.

Regulatory Developments

The Audit Committee shall monitor, on an ongoing basis, the implementation and effectiveness of this Policy and shall, annually or otherwise when applicable, assess:

Reports to the Board of Directors

The Audit Committee shall report regularly to the Board of Directors concerning its matters covered under this Policy and advising the Board of Directors of any developments that the Committee believes should have Board of Directors’ consideration. The Audit Committee shall also annually review and assess the adequacy of this Policy and recommend any proposed changes to the Board of Directors for approval.

Restrictions and Limitations

Individuals who are subject to this Policy are not limited to the restricted use of specific devices. This Policy is all encompassing and incorporates all future and personal devices that may be used to store IT and confidential information of the Corporation, including intellectual property.

Enforcement

Failure to comply with this Policy or support this Policy and the mandates herein may compromise the Corporation’s information assets and cause irreparable harm to the organisation, its people, clients and digital and physical assets. For further clarity, violations of this Policy may include, but are not limited to, the conscious release of data or confidential information to unauthorized parties, conscious downloads of software or hardware that jeopardizes the security of the Corporation, and openly sharing passwords with any individual. Violations or breaches of this Policy or the associated schedules, standards or guidelines may result in suspension, discipline up to and including termination, in addition to administrative sanctions or legal actions.

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Exhibit 99.3

URANIUM ENERGY CORP.
(the “Corporation”)

AUDIT COMMITTEE CHARTER

The purpose of the Audit Committee shall be to assist the Board of Directors of the Corporation (the “Board of Directors) in fulfilling its oversight responsibilities with respect to (1) the integrity of the financial statements of the Corporation, (2) the independent auditor’s qualifications and independence, (3) the performance of the Corporation’s internal financial controls and audit function and the performance of the independent auditors and (4) the compliance by the Corporation with legal and regulatory requirements.

The Audit Committee shall have authority to engage independent counsel and other advisers as it deems necessary to carry out its duties. The Audit Committee shall also have authority to obtain advice and assistance from any officer or employee of the Corporation.

The Corporation shall provide appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to the Corporation’s independent public accountants as well as any other accounting firm engaged to perform audit, review or attest services for the Corporation, (ii) any independent counsel or other adviser retained by the Audit Committee and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. The Audit Committee shall promptly report to the Board of Directors its engagement of any advisor, including the scope and terms of such engagement.

The Audit Committee shall:

The Audit Committee may conduct or authorize investigations into or studies of matters within the Audit Committee’s scope of responsibilities as described above, and shall have the authority to retain, at the expense of the Corporation, independent counsel or other consultants necessary to assist in any such investigation or study.

While the Audit Committee has the functions set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate or are in accordance with generally accepted accounting principles. The Corporation’s management is principally responsible for Corporation accounting policies, the preparation of the financial statements and ensuring that the financial statements are prepared in accordance with generally accepted accounting principles. The Corporation’s independent public accountants are responsible for auditing the Corporation’s financial statements.

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Exhibit 99.4

URANIUM ENERGY CORP.
(the “Corporation”)

BOARD MANDATE

Mandate

The Board of Directors of the Corporation (or the “Board”) is responsible for the stewardship of the Corporation. The Board supervises the management of the business and affairs of the Corporation, with a goal of enhancing long-term shareholder value.

Specifically, the Board is charged with responsibility for:

Membership

The Board of Directors is elected by the shareholders of the Corporation to hold office for the ensuing year or until their successors are elected or appointed.

The Board may from time to time designate one of the members of the Board to be the Chair of the Board. The Chair of the Board should be an independent director. Where the Chair of the Board is not an independent director, the independent directors must designate one of their number to act as Lead Director.

Board Committees

To assist it in exercising its responsibilities, the Board hereby establishes two standing committees of the Board: an “Audit Committee” and a “Compensation and Corporate Governance Committee”. The Audit Committee and the Compensation and Corporate Governance Committee shall be composed of a majority of “independent” directors (as such term is defined and delineated in each of CSA National Instrument 52-110 – Audit Committees (“NI 52-110”) and in Section 803(2) of the Amex Company Guide and Rule 10A-3 of the United States Securities and Exchange Act of 1934, as amended (collectively, “Rule 10A-3”). The Board may establish other standing committees, from time to time.

Each committee shall have a written charter. At a minimum, each charter shall clearly establish the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the Board. Each charter shall be reviewed by the Board (or a committee thereof) on at least an annual basis.

The Board is responsible for appointing directors to each of its committees, in accordance with the written charter for each committee.

Expectations of Directors

The Board expects that each director will, among other things:

Meetings and Participation

The Board shall meet at least once per quarter, or more frequently as circumstances dictate. The Chair of the Board, the “Lead Director” or any two directors may call a meeting of the Board.

Meeting agendas will be prepared and provided in advance to directors, along with appropriate briefing materials. The agenda will be set by the Chair of the Board in consultation with the Lead Director (if any) and based on input from other directors of the Board and senior management.

No business may be transacted by the Board except at a meeting at which a quorum of the Board is present. A quorum for meetings of the Board is a majority of its directors. The Board may invite such officers, directors and employees of the Corporation as it may see fit from time to time to attend meetings of the Board and assist in the discussion of the Board.

The non-management directors shall meet from time to time without any member of management being present (including any director who is a member of management).

The Board shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be subsequently presented to the Board for review and approval.

Duties, Powers, and Responsibilities

The Board is responsible for:

The Board is responsible for adopting a strategic planning process for the Corporation. Such process shall include:

On at least an annual basis, the Board shall approve the Corporation’s strategic plan or an update to the Corporation’s long term strategic plan, which shall take into account, among other things, the opportunities and risks of the Corporation’s business. The Board shall review and approve the corporate financial goals, operating plans and actions of the Company, including significant capital allocations, expenditures and transactions that exceed thresholds set by the Board.

The Board is responsible for identifying the principal risks of the Corporation’s businesses and ensuring that those risks are effectively managed, including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans, as well as environmental, social and governance (ESG) matters). Among other things, the Board shall review the Corporation’s risk management policies and procedures. The Board may delegate to the Audit Committee responsibility for reviewing the Corporation’s internal controls and risk management policies and procedures related to the finance and accounting aspects of the business.

The Board shall ensure that systems are in place to identify principal risks to the Corporation and its businesses and that appropriate procedures are in place to manage those risks and to address and comply with applicable regulatory, corporate, securities and other compliance matters. Specifically, the Board shall ensure that procedures are in place to comply with the law, the Corporation’s Articles and By-laws, the Corporation’s Code of Business Conduct and Ethics, all exemption orders issued in respect of the Corporation by applicable securities regulatory authorities and all other significant Corporation policies and procedures.

The Board is responsible for overseeing succession planning matters for officers and senior management, including the appointment, training and monitoring of such persons, and to assist them with certain of those responsibilities, the Board has established the Compensation and Corporate Governance Committee.

The Board is also responsible for:

The Board is responsible for adopting a communications policy that ensures that the Corporation communicates effectively with its shareholders, other stakeholders, and the public in general. The Corporate Disclosure Policy shall:

The Corporation shall maintain an investor relations group contact with the responsibility of maintaining communications with the investing public in accordance with the Corporate Disclosure Policy. The Audit Committee shall review the Corporate Disclosure Policy at least annually.

The Board is responsible for ensuring the integrity of the Corporation’s internal control and management information systems. The Board may delegate its responsibilities relating to the Corporation’s internal control and management information systems to the Audit Committee.

The Board is responsible for developing the Corporation’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Corporation. The Board shall monitor and evaluate the effectiveness of the system of corporate governance at the Corporation, including the information requirements for the Board, the frequency and content of meetings and the need for any special meetings, communication processes between the Board and management, the charters of the Board and its committees and policies governing size and compensation of the Board. To assist them with certain of these responsibilities, the Board has established the Compensation and Corporate Governance Committee.

The Board shall establish procedures to ensure that the Corporation, through management, provides timely information to current and potential security holders and responds to their inquiries. The purpose of these procedures will be to ensure that every security holder inquiry receives a prompt response from an appropriate spokesperson in accordance with the Corporation’s Corporate Disclosure Policy. The Board (or a committee thereof) shall ensure that designated persons under the Corporate Disclosure Policy are available to meet regularly with financial analysts and institutional investors.

The Board is responsible for:

The Board is responsible for:

The Board is responsible for adopting a written code of business conduct and ethics (the “Code”), applicable to directors, officers and employees of the Corporation. The Code shall constitute written standards that are reasonably designed to promote integrity and deter wrongdoing and shall address the following issues:

The Board is responsible for monitoring compliance with the Code. Any waivers from the Code that are granted for the benefit of the Corporation’s directors or executive officers shall be granted by the Board (or a Board committee) only.

The Board is responsible for nominating or appointing individuals as directors, and to assist it with this responsibility the Board has established the Compensation and Corporate Governance Committee.

Prior to nominating or appointing individuals as directors, the Board shall:

The Board is responsible for overseeing compensation matters (including compensation of officers and other senior management personnel, approving the Corporation’s annual compensation budget and reviewing and approving matters related to the Corporation’s pension plans) and to assist it with these responsibilities, the Board has established the Compensation and Corporate Governance Committee.

More specifically, the Board is responsible for approving:

The Board is responsible for regularly and at least annually assessing its own effectiveness and contribution, as well as the effectiveness and contribution of each Board committee and each individual director. Such assessments should consider:

The Board is responsible for implementing a system which enables an individual director, the Board or a committee to engage an external advisor at the expense of the Corporation in appropriate circumstances. Unless otherwise provided in a committee charter, the engagement of the external advisor shall be subject to the approval of the Board.

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Exhibit 99.5

URANIUM ENERGY CORP.
(the “Corporation”)

INSIDER TRADING, REPORTING AND BLACKOUT POLICY

This Insider Trading, Reporting and Blackout Policy (the “Policy”) should be read in conjunction with each of the Corporation’s current Securities Trading and Reporting Guidelines and Corporate Disclosure Policy.

Purpose

The purpose of this Policy is to further explain certain legal concepts with respect to trading in the securities of the Corporation by certain individuals who are either employed by or in a particular relationship with the Corporation.

It is illegal for any director, officer or employee of the Corporation or any subsidiary of the Corporation to trade in the securities of the Corporation while in the possession of material non-public information concerning the Corporation. It is also illegal for any director, officer or employee of the Corporation to give material non-public information to others who may trade on the basis of that information. In order to comply with applicable securities laws governing (i) trading in Corporation securities while in the possession of material non-public information concerning the Corporation and (ii) tipping or disclosing material non-public information to outsiders, and in order to prevent the appearance of improper trading or tipping, the Corporation has adopted this Policy for all of its directors, officers and employees, members of their families and others living in their households, and investment partnerships and other entities (such as trusts and companies) over which such directors, officers or employees have or share voting or investment control.

It is the personal duty of each of directors, senior officers and other insiders of the Corporation to file insider reports following any trade or other change in holdings of securities of the Corporation (including the exercise of any options) in accordance with securities laws. Directors, officers and employees are also responsible for ensuring compliance by their families and other members of their households and entities over which they exercise voting or investment control. This Policy applies to any and all transactions in the Corporation’s securities, including its common shares and options to purchase common shares, warrants and any other type of securities that the Corporation may issue in the future or derivative instruments in such securities.

Any breach of this Policy is a serious offense which may lead to discipline by appropriate regulatory authorities, including possible fines and imprisonment. Any failure to adhere to the requirements specified herein also constitute grounds for immediate dismissal with cause from the Corporation.

This Policy provides a general explanation of the corporate governance requirements of a public company, like the Corporation, as well as the insider trading rules and insider reporting requirements under applicable securities laws and legislation in Canada and the United States. Each director, officer and employee is expected to review the enclosed materials and agrees to comply with the terms of this Policy. Any questions on this policy should be directed to the Corporation’s Chief Financial Officer.

Overview of Insider Trading Provisions under Securities Laws

Securities laws generally prohibit persons “in a special relationship” with the Corporation from (i) trading in securities with the knowledge of a material fact or change concerning the Corporation which is not generally disclosed, or (ii) informing another, except in the necessary course of business, of a material fact or change concerning the reporting issuer before it is generally disclosed. Securities laws also prohibit a person or company in a “special relationship” with a reporting issuer from purchasing or selling securities of such reporting issuer with knowledge of a material fact or material change with respect to that issuer that has not been generally disclosed.

Persons in a special relationship to the Corporation include (but are not limited to):

A “material fact” is a piece of information which significantly affects or would reasonably be expected to have a significant effect on the market price or value of the Corporation securities.

“Securities” is broadly defined and includes common shares, debentures, puts, calls, options, derivatives (or any security the market price of which varies with the market price of the Corporation’s common shares) or other right or obligation to purchase or sell securities.

Securities laws generally also provide that every person or company in a special relationship with the Corporation who purchases or sells securities of the Corporation with the knowledge of a material fact that has not been generally disclosed, and every person who communicates knowledge of the material fact to another person or company (other than in the necessary course of business) who thereafter purchases or sells securities of the Corporation, is liable to a fine based on profits made or losses avoided. This fine is in addition to any other remedy sought, which could include a term of imprisonment imposed for a general breach of securities law.

Insider Trading Policy

Who Is an Insider of the Corporation?

Generally speaking, every person who holds the office of manager or higher and every member of the Corporation’s Board of Directors is an insider for the purposes of the insider trading rules and any employee or other person who becomes privy to a material fact which has not been generally disclosed would, for the purposes of that information, be an insider (each, an “Insider”). Any Insider is precluded from trading in shares of the Corporation until the material fact has been publicly disclosed.

What is Insider Information?

As discussed above, insider information includes material facts which have not been publicly disclosed. Material facts would include (but not be limited to):

Blackout Periods

There is a mandatory two week blackout period for all employees of the Corporation prior to the release of quarterly and annual financial statements which shall continue until two trading days after the time such information has been released to the public.

No Insider should trade in shares of the Corporation until two trading days after the issuance of any news release in which material information is conveyed. The Corporation will notify all Insiders if a blackout is in effect due to a material news release.

From time to time due to specific or anticipated events, the Corporation may feel it necessary to issue a general blackout period for a specific or indefinite period covering Insiders and all or some of its employees. The Corporation will notify Insiders and specific employees affected by a general blackout period. Additionally, an employee who is working on a particular transaction may be prohibited from selling securities of the Corporation for an indefinite period. You will be advised if the Corporation believes that you should not trade in securities of the Corporation as a result of your involvement in a particular transaction.

Transactions

In instances in which the Corporation is involved in a material undisclosed transaction or business or other arrangement (including proposed transactions or arrangements) with another entity, each employee, officer and director the Corporation is in a special relationship with the other entity as a result of having knowledge of a material fact or material change with respect to the other entity that has not been generally disclosed to the public and, therefore, cannot trade in securities of the other entity using knowledge or information pertaining to the transaction or arrangement and must not inform or “tip” others of any such knowledge or information, except as required in order to carry out the duties of the person’s office or employment with the Company.

General

There are instances where, unexpectedly, important issues will arise that may not be disseminated to an Insider at the precise time when they occur. In such circumstances, what the Corporation must avoid is the real potential that an insider may be trading in the Corporation’s stock during a period when the Corporation is involved in either considering or attempting to resolve such issue(s). Unfortunately, the Insider’s lack of specific knowledge of such issues does not preclude personal embarrassment and/or potential liability to the insider and the Corporation.

Accordingly, Insiders must inform either the Chief Executive Officer or the Chief Financial Officer in advance to any trading activity so that a determination may be made as to whether there is any corporate reason that could impact on such trading.

Preclearance

At any time outside the established Blackout Periods there may exist corporate information concerning an existing or potential material fact or material change that has not been publicly disclosed and which might significantly affect the price or value of the Corporation’s securities and, accordingly, any trades by a director or officer or by an employee who may have access to this information (or by any spouse or other relatives in the same household as such directors, officers or employees) must be approved in advance by the Chief Financial Officer.

Insider Trading Reports

The Corporation is subject to the securities laws of both the United States (including the United States Securities Exchange Act of 1934, as amended) and Canada (including the British Columbia Securities Commission). United States and Canadian law may differ with regard to the reporting obligations of insiders. The Corporation’s insiders must comply with both sets of obligations. An individual employee may be considered an “insider” under Canadian law without being an “insider” under U.S. federal law. All persons deemed to be insiders by the Corporation for securities law purposes will be notified of their status.

Insiders are required to file insider trading reports electronically with the British Columbia Securities Commission through the SEDI.ca online database for any trading activity related to Corporation’s securities, including common shares and any grant or exercise of stock options. An Insider Report must be filed (i) within two business days for EDGAR Form 4 filings and (ii) within five calendar days for SEDI Form 55-102F6 affiliate/Insider filings immediately following any trade of securities of the Corporation (including the purchase or sale of common shares of the Corporation or the exercise of options of the Corporation). This includes securities of the Corporation which you directly or indirectly acquire (i.e., including through a holding company) or over which you exercise control or discretion (i.e., shares acquired by a family trust that you control).

Post-Trade Notification

If you are an Insider under securities law and make an approved trade you must contact the Corporation’s Chief Financial Officer and provide the same with the following information within five calendar days of the trade. An Insider Report will be prepared and filed electronically for you unless otherwise agreed to with the Chief Financial Officer in accordance with your agreement to file yourself:

Insiders of the Corporation are also required to update the Corporation’s Chief Financial Officer of any change of name, address, relationship with the Corporation or other change in personal information so that their SEDI profile and EDGAR filing information can be updated.

Compliance Contacts

If you have any questions respecting this Policy, please contact the Corporation’s Chief Financial Officer.

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