Uranium Energy (UEC) to Acquire UEX Corporation

Uranium Energy Corp. (NYSE: UEC) and UEX Corporation (TSX: UEX) entered into a definitive arrangement agreement, pursuant to which UEC will acquire all of the issued and outstanding common shares of UEX by way of statutory plan of arrangemen under the Canada Business Corporations Act.

Under the terms of the 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 (3) 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.

Amir Adnani, President and CEO of UEC, stated: "UEC's acquisition of Uranium One Americas, Inc. in December 2021 marked the largest M&A transaction in the uranium sector in about a decade. The transaction was highly accretive for the Company, and we have seen a very positive response from our shareholders and the marketplace. The strategic acquisition of UEX has the same characteristics and will grow our diversified portfolio in the politically stable and mining friendly jurisdiction of Canada. It also marks the largest North American M&A transaction in the uranium sector following the U1A acquisition. This transaction underscores UEC's sector leading strategy as the fastest growing, pure play, 100% un-hedged uranium company with assets only in the Western hemisphere. As with the U1A acquisition, the purchase price is equal to only 13.7% of the pro forma market capitalization, yet the acquisition is expected to more than double the size of our attributable measured and indicated uranium resources. This opportunity provides entry into two of Canada's most prospective uranium districts in Saskatchewan and Nunavut, and cements UEC's position as not only a leading American uranium mining company but a North American one as well. We commend Roger Lemaitre and the UEX team for having assembled and advanced this highly prospective portfolio and look forward to working with their experienced and professional Canadian team. They will be of great benefit to UEC moving forward. Furthermore, the key projects in the UEX portfolio are already in joint venture partnerships with uranium producers, including Cameco and Orano, and we look forward to working with them as the projects continue development towards production."

Roger Lemaitre, President and CEO of UEX, commented: "This transaction with UEC reflects the efforts of the UEX team to create value through building an attractive strategic portfolio of assets and ultimately delivers a great outcome for UEX shareholders and complements our recent acquisition of JCU (Canada) Exploration Company Limited ("JCU"). The combination of UEC and UEX brings together two very strong and complementary portfolios and, in addition to a significant premium, provides our shareholders with the opportunity to participate in the continued growth of UEC. UEX shareholders will gain substantial exposure to production-ready low-cost U.S. ISR (in situ recovery) mining assets, a substantial physical uranium portfolio, a strong balance sheet and access to capital. I look forward to seeing UEC's management team continue to execute on their growth strategy and build upon the success we have already seen with UEX's portfolio of assets."

• UEC's strong balance sheet and liquidity provides UEX with additional capital to fund continued exploration and growth initiatives at its projects in the Athabasca basin and Nunavut
• Provides UEX's shareholders with substantial exposure to production-ready uranium assets in the United States, complementing UEX's current portfolio of development stage assets in Canada

• 49.1% ownership in Shea Creek (operated by Orano, 50.9% ownership): Currently one of the largest undeveloped deposits in the Athabasca Basin, hosts 67.6M lbs. U3O8 of Indicated and 28.1M lbs. U3O8 of Inferred resources (100% basis) (1)
• 100% ownership in Horseshoe-Raven: Open pit amenable project located only 4 kms from Cameco's Rabbit Lake Mill, hosts 37.4M lbs. U3O8 of Indicated resources (100% basis) (2)
• 82.8% ownership in Christie Lake: Resource stage asset located in the Athabasca basin that hosts 20.4M lbs. U3O8 of Inferred resource (100% basis) (3)
• 16.9% ownership in Kiggavik (operated by Orano, 66.2% ownership): Feasibility stage project located in Nunavut, Canada that hosts 127.3M lbs. U3O8 of Indicated and 5.4M lbs. U3O8 of Inferred resource (100% basis) (treated as a historical estimate for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") (4)
• 15% ownership in Millennium (operated by Cameco, 69.9% ownership): Feasibility stage project located between McArthur River Mine and Key Lake Mill that hosts 75.9M lbs. U3O8 of Indicated and 29.0M lbs. U3O8 of Inferred resource (100% basis) (treated as a historical estimate for the purposes of NI 43-101) (5)
• 5% ownership in Wheeler River (operated by Denison, 95% ownership): Denison completed a PFS in 2018 highlighting robust economics. The Wheeler River project hosts a total of 132.1M lbs. U3O8 of Indicated (inclusive of 109.4M lbs. U3O8 probable reserves) and 3.0M lbs. U3O8 of Inferred resources (100% basis) (treated as a historical estimate for the purposes of NI 43-101) (6)
• Other Projects: The remainder of UEX's portfolio consists of one resource-level project, four mid-stage projects and 18 grassroots projects which will help provide further resource growth and long-term production sustainability for UEC

For mineral resource estimates referenced above as "historical estimates", UEX and UEC are not treating this information as current mineral resources, have not verified this information and are not relying on it. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources. UEX and UEC currently do not plan to conduct work to verify the historical estimates other than using them to guide exploratory and possible development work.

• Wyoming Hub & Spoke ISR Portfolio: Seven satellite projects, with a combined Measured and Indicated resource of 62M lbs. U3O8 and 7M lbs. U3O8 of Inferred resources, and the Irigaray Processing Plant with a licensed production capacity of 2.5M lbs./year (7)
• Texas Hub & Spoke ISR Portfolio: Four satellite projects, with a combined Measured and Indicated resource of 6.5M lbs. U3O8 and 12.5M lbs. U3O8 of Inferred resources, and the Hobson Processing Plant with an installed production capacity of 2M lbs./year (8)
• Other Projects: U.S. Hardrock pipeline, Paraguay ISR uranium portfolio, Paraguay Titanium business and the Diabase project in the Athabasca Basin
• Physical Uranium Portfolio: A 5M lb. physical portfolio of U.S. warehoused uranium (U3O8).
• Strategic Equity Interest: 16% equity stake in Uranium Royalty Corp.

Readers are cautioned that resources reported by UEX have been prepared and reported pursuant to the disclosure standards required by NI 43-101, and the resources reported by UEC have been prepared pursuant to the disclosure standards required under Regulation S-K subpart 1300 ("S-K 1300") adopted by the United States Securities and Exchange Commission for filings under the U.S. Securities Act of 1933, as amended, and under the U.S. Securities Exchange Act of 1934, as amended. Resources that are reported pursuant to S-K 1300 may not qualify as resources under NI 43-101 or may differ from resources prepared under NI 43-101, and vice versa.

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 Multilateral Instrument 61-101.

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 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 Agreement also provides for a termination fee of US$8.25 million to be paid by UEX to UEC if the Agreement is terminated in certain specified circumstances. In addition, under the 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, have entered into voting support agreements with UEC, 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 the date thereof, 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 transaction is expected to close in the third quarter of 2022.

BMO Capital Markets and Rothschild & Co are acting as financial advisor to UEC in connection with the transaction. McMillan LLP is acting as legal advisor to UEC.

TD Securities and Sprott Capital Partners are acting as financial advisors to UEX in connection with the transaction. Koffman Kalef LLP is acting as legal advisor to UEX.

UEC and UEX will host a joint webcast on June 13, 2022 at 8:00 AM Pacific Time (11:00 AM Eastern Time), for members of the investment community to discuss the Arrangement. Webcast information are provided below.

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