UEC Uranium Energy Corp

On November 1, 2017, Uranium Energy Corp. (the “ Company ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Uranerz Energy Corporation (“ Uranerz ”), a Nevada corporation and a wholly-owned subsidiary of Energy Fuels Inc., to acquire 100% of Uranerz’s North Reno Creek project (the “ North Reno Creek Project ”) located immediately adjacent to and within the Company’s existing Reno Creek Project permitting boundary in the Powder River Basin, Wyoming, comprised of unpatented mining claims and mining leases, mining agreements and surface use and damage agreements (the “ Mining Rights ”), including, but not limited to, data and property documentation relating to the Mining Rights or the lands subject to the Mining Rights and water rights as described in the mining leases, free and clear of all Encumbrances other than Permitted Encumbrances as such terms are defined in the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, the Company assumes all liabilities related to or arising from the North Reno Creek Project other than the excluded liabilities as set forth in the Purchase Agreement. In exchange for acquiring 100% of the North Reno Creek Project, the Company has agreed to pay at closing $2,940,000 in cash (the “ Cash Consideration ”) and $2,450,000 in shares of common stock of the Company (each, a “ UEC Share ” and collectively, the “ Share Consideration ”), with the number of UEC Shares comprising the Share Consideration to be calculated based on a deemed issuance price per UEC Share based on the volume weighted average price of UEC’s common shares on the NYSE American for the five (5) trading days immediately prior to (but not including) the closing date.

The closing of the Purchase Agreement is subject to, among other requirements, the Seller notifying or obtaining consents and/or approvals from the lessors with respect to the assignment of the mining leases, mining agreements and surface use and damage agreements, and the Company obtaining the prior approval of the NYSE American for the listing of the UEC Shares forming the Share Consideration.

In accordance with the Purchase Agreement, Uranerz agrees that it cannot sell on any single trading day any Share Consideration representing more than ten percent (10%) of the average volume of UEC’s common shares on the NYSE American measured over the five-day period immediately preceding the date on which Uranerz proposes to make such sale.

In addition, pursuant to the Purchase Agreement, the Company covenants to use its reasonable commercial efforts to file a Form S-3 Registration Statement (the “ Form S-3 ”) with the SEC within ten (10) business days after the closing date to register the Share Consideration for resale under the U.S. Securities Act of 1933, as amended, failing which the Company shall immediately pay Uranerz $10,000 in cash as a penalty for not making such Form S-3 filing within such time period. Consequent thereon the Company covenants to use its reasonable commercial efforts to clear such Form S-3 for effectiveness with the SEC within forty-five (45) calendar days of closing, failing which the Company shall immediately pay Uranerz $25,000 in cash as a further penalty for not making such Form S-3 effective within such time period.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the Purchase Agreement which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.