-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZwVhk3dVdzZQZDwaRq5y/Sj3E6xDwRmP3ZOtVsF1JVM9JbyVYmw6Hhk4UI5Onzi db8i8pk/xdsKkOR7hQL7TQ== 0001199835-05-000318.txt : 20050804 0001199835-05-000318.hdr.sgml : 20050804 20050804151825 ACCESSION NUMBER: 0001199835-05-000318 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20050804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM ENERGY CORP CENTRAL INDEX KEY: 0001334933 IRS NUMBER: 980399476 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127185 FILM NUMBER: 05999213 BUSINESS ADDRESS: STREET 1: AUSTIN CENTER STREET 2: 701 BRAZOS, SUITE 500 PMB# CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-721-1022 MAIL ADDRESS: STREET 1: AUSTIN CENTER STREET 2: 701 BRAZOS, SUITE 500 PMB# CITY: AUSTIN STATE: TX ZIP: 78701 SB-2 1 uranium_energy-sb2.txt URANIUM ENERGY SB-2 As Filed with the Securities and Exchange Commission on August 4, 2005, 2005 Registration No. 333- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URANIUM ENERGY CORP. (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) Nevada 1090 98-0399476 - -------------------------------------------------------------------------------- (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Austin Centre 701 Brazos, Suite 500 PMB# Austin, Texas 78701 (512) 721-1022 ------------------------------------------------------------ (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) AMIR ADNANI, CHIEF EXECUTIVE OFFICER 318 Homer Street, Suite 401, Vancouver, British Columbia, V6B 2V2 (604) 682-3585 -------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) COPIES TO: THE O'NEAL LAW FIRM, P.C. Attention: William D. O'Neal, Esq. 17100 E. Shea Boulevard, Suite 400-D Fountain Hills, Arizona 85268 (480) 812-5058 (480) 816-9241 (fax) Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 1 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 2
Title of Securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of Registered (1) registered price per share (3) offering registration price (US $) Fee (2) - -------------------------------------------------------------------------------------------------------------------- Common stock to be Offered 2,235,722 $0.50 $1,117,861 $131.57 for resale by selling stockholders - -------------------------------------------------------------------------------------------------------------------- Total Registration Fee $131.57
(1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended. (2) Fee calculated in accordance with Rule 457(c) of the Securities Act. Estimated for the sole purpose of calculating the registration fee. (3) Fixed offering price was set by the selling shareholders until securities are quoted on the OTC Bulletin Board or other national exchange and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that our shares will be approved for listing on the OTC Bulletin Board. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. , 3 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JULY 31, 2005 URANIUM ENERGY CORP. A NEVADA CORPORATION RELATING TO THE RESALE OF UP TO 2,235,722 SHARES OF URANIUM ENERGY CORP. COMMON STOCK The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Uranium Energy Corp. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 2,235,722 shares of our common stock which were issued from May 16, 2003 through May 18, 2005 in connection with private placements, debt settlements, and convertible debenture share conversions to foreign and U.S. investors. The sales price to the public was set by the selling shareholders at $0.50 per share for a total of $1,117,861. The price of $0.50 per share is a fixed price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that our shares will be approved for listing on the OTC Bulletin Board. CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is July 31, 2005. Dealer Prospectus Delivery Obligation Until 90 days from the effective date of this Registration Statement, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 4 TABLE OF CONTENTS PAGE NUMBER PROSPECTUS SUMMARY ...................................................... 6 RISK FACTORS ............................................................ 8 RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK ..................... 8 RISKS RELATING TO OUR BUSINESS .......................................... 8 FORWARD-LOOKING STATEMENTS .............................................. 14 USE OF PROCEEDS ......................................................... 15 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ................ 15 DIVIDEND POLICY ......................................................... 15 SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS ............. 15 MANAGEMENT'S DISCUSSION AND ANALYSIS .................................... 15 DESCRIPTION OF BUSINESS ................................................. 19 LEGAL PROCEEDINGS ....................................................... 22 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ............ 22 EXECUTIVE COMPENSATION .................................................. 24 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................... 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 26 DESCRIPTION OF COMMON STOCK ............................................. 27 PLAN OF DISTRIBUTION .................................................... 27 SELLING SHAREHOLDERS .................................................... 29 LEGAL MATTERS ........................................................... 32 EXPERTS ................................................................. 33 INTEREST OF NAMED EXPERTS ............................................... 33 DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES ...................................................... 33 WHERE YOU CAN FIND MORE INFORMATION ..................................... 33 FINANCIAL INFORMATION ................................................... 35 INDEMNIFICATION OF DIRECTORS AND OFFICERS ............................... 49 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ............................. 50 RECENT SALES OF UNREGISTERED SECURITIES ................................. 50 EXHIBITS ................................................................ 51 UNDERTAKINGS ............................................................ 51 SIGNATURES .............................................................. 52 5 ABOUT THIS PROSPECTUS This prospectus is part of a resale registration statement. The selling shareholders ("Selling Shareholders") may sell some or all of their shares in transactions from time to time. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely upon it. You should assume that the information appearing in this prospectus, as well as the information we file with the Securities and Exchange Commission ("SEC") and incorporate by reference in this prospectus is accurate only as of the date of the documents containing the information. As used in this prospectus, the terms "we", "us", "our", the "Company", refer to "Uranium Energy Corp." All dollar amounts refer to United States dollars unless otherwise indicated. PROSPECTUS SUMMARY The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements. GENERAL Uranium Energy Corp. was originally incorporated under the laws of the State of Nevada on May 16, 2003, as Carlin Gold, Inc. On February 10, 2005, we filed a Certificate of Amendment with the Nevada Secretary of State changing our name to Uranium Energy Corp. We have been engaged in the business of uranium property acquisition, exploration, and development with strategies to mine and sell uranium ore in the United States. Our executive offices are located at Austin Centre, 701 Brazos, Suite 500 PMB#, Austin, Texas 78701, and our telephone number is (512) 721-1022. OUR BUSINESS We are in the business of uranium property acquisition, exploration, and development with strategies to mine and sell uranium ore in the United States. We have access to uranium targeted, geological and sampling data to aid in the location and staking of leases in the States of Utah, Colorado, Arizona, Wyoming, and Texas in addition to the Athabasca Basin. THE OFFERING The prospectus and the registration statement, of which it is a part, are being filed with the SEC to satisfy our obligations to the recipients of certain shares of common stock (the "Selling Shareholders") of Uranium Energy Corp. Accordingly, the prospectus and the registration statement cover the resale by certain Selling Shareholders of 2,235,722 shares of our common stock which were issued from May 16, 2003, through May 18, 2005 in connection with private placements, debt settlements, and convertible debenture share conversions to foreign and American investors. The sales price to the public was set by the selling shareholders at $0.50 per share for a total of $1,117,861. The price of $0.50 per share is a fixed price until the shares are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market prices or 6 THE OFFERING - continued privately negotiated prices. There can be no assurance that our shares will be approved for listing on the OTC Bulletin Board. See "Plan of Distribution" on page 27 for a further description of how the Selling Shareholders may dispose of the shares covered by this prospectus. NUMBER OF SHARES OUTSTANDING There were 11,435,722 shares of our common stock issued and outstanding as at July 31, 2005. USE OF PROCEEDS We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the Selling Shareholders. We will incur all costs associated with this prospectus and related registration statement. SUMMARY OF FINANCIAL INFORMATION The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations and the financial statements and the related notes thereto included elsewhere in this prospectus. - --------------------------- ------------------------------ -------------------- Three Month Period Year Ended Income Statement Ended March 31, 2005 December 31, 2004 - --------------------------- ------------------------------ -------------------- Revenues $ 403 $ 166 - --------------------------- ------------------------------ -------------------- Net Income (Loss) (127,233) (128,170) - --------------------------- ------------------------------ -------------------- Net Income (Loss per Share) (0.01) (0.12) - --------------------------- ------------------------------ -------------------- - --------------------------- ------------------------------ -------------------- Balance Sheet - --------------------------- ------------------------------ -------------------- Total Current Assets 435,512 407,883 - --------------------------- ------------------------------ -------------------- Total Current Liabilities 46,276 36,414 - --------------------------- ------------------------------ -------------------- Shareholders' Equity 389,236 371,469 - --------------------------- ------------------------------ -------------------- 7 RISK FACTORS An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. You could lose all or part of your investment due to any of these risks. RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE PUBLIC MARKET BY THE SELLING STOCKHOLDERS MAY RESULT IN SIGNIFICANT DOWNWARD PRESSURE ON THE PRICE OF OUR COMMON STOCK AND COULD AFFECT THE ABILITY OF OUR STOCKHOLDERS TO REALIZE THE CURRENT TRADING PRICE OF OUR COMMON STOCK. Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock. We had 11,435,722 shares of common stock issued and outstanding as of July 31, 2005. When this registration statement is declared effective, the Selling Stockholders will be able to resell up to 2,235,722 shares of our common stock. As a result, a substantial number of our shares of common stock may be issued and may be available for immediate resale, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the Selling Stockholders may lose some or all of their investment. As of July 31, 2005, there are outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions. Currently there are no shares of our common stock eligible for resale pursuant to Rule 144. Any significant downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock. RISKS RELATED TO OUR BUSINESS OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING HISTORY. In considering whether to invest in our common stock, you should consider that our inception was May 16, 2003 and, as a result, there is only limited historical financial and operating information available on which to base your evaluation of our performance. WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE WILL BE PROFITABLE IN THE FUTURE. We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the development stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling approximately ($128,170) from January 1, 2004 to December 31, 2004. As of 8 RISKS RELATED TO OUR BUSINESS - continued December 31, 2004, we had an accumulated deficit of ($152,656). We have incurred further losses totaling approximately ($127,233) from January 1, 2005 to March 31, 2005. As of March 31, 2005, we had an accumulated deficit of ($279,889). Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: - - the costs to acquire additional uranium mining claims are more than we currently anticipate; - - exploration and or mining costs for additional claims increase beyond our expectations; or - - we encounter greater costs associated with general and administrative expenses or offering costs. Our development of and participation in an increasingly larger number of uranium prospects has required and will continue to require substantial capital expenditures. The uncertainty and factors described throughout this section may impede our ability to economically discover, acquire, develop and/or exploit uranium mining prospects. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future. WE HAVE RECEIVED A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITORS REPORT ACCOMPANYING OUR DECEMBER 31, 2004 FINANCIAL STATEMENTS. The independent auditor's report accompanying our December 31, 2004 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected. WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE. Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our development plans and achieve production levels will be greatly limited. Our current development plans require us to make capital expenditures for the exploration and development of our uranium properties. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of uranium. Further, debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations. 9 RISKS RELATED TO OUR BUSINESS - continued OUR ACQUISITIONS MAY NOT BE SUCCESSFUL. As part of our growth strategy, we intend to acquire additional uranium properties. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce revenues at anticipated levels, or failure to develop such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations. WE ARE A NEW ENTRANT INTO THE URANIUM EXPLORATION AND MINING INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY Since inception, our activities have been limited to organizational efforts, obtaining working capital and acquiring and developing a very limited number of properties. As a result, there is limited information regarding production or revenue generation. As a result, our future revenues may be limited. THE BUSINESS OF MINING IS SUBJECT TO MANY RISKS AND THE POTENTIAL PROFITABILITY OF URANIUM MINING VENTURES DEPENDS UPON FACTORS BEYOND THE CONTROL OF OUR COMPANY The potential profitability of mining uranium properties is dependent upon many factors and risks beyond our control, including, but not limited to: - unanticipated ground and water conditions and adverse claims to water rights; - geological problems; - metallurgical and other processing problems; - the occurrence of unusual weather or operating conditions and other force majeure events; - lower than expected ore grades; - accidents; - delays in the receipt of or failure to receive necessary government permits; - delays in transportation; - labor disputes; - government permit restrictions and regulation restrictions; - unavailability of materials and equipment; and - the failure of equipment or processes to operate in accordance with specifications or expectations. 10 RISKS RELATED TO OUR BUSINESS - continued The risks associated with mining described above could cause personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. We are not currently engaged in mining operations (because we are in the exploration phase) and do not presently carry property and liability insurance. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances. THE URANIUM EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE LEASES. The uranium exploration and mining industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive uranium properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low uranium market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing uranium properties. THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE. The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of uranium and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable. URANIUM MINING OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION, WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR COMPANY. Uranium mining operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Uranium mining operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse 11 RISKS RELATED TO OUR BUSINESS - continued effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations. URANIUM MINING ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS. Future potential uranium mining operations are or will be subject to stringent federal, state, provincial, and local laws and regulations relating to improving or maintaining environmental quality. Our global operations are also subject to many environmental protection laws. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago. Future potential uranium mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Uranium mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities. Costs associated with environmental liabilities and compliance have increased over time, and we expect these costs to continue to increase in the future. We will be required to book reserves for the costs of environmental obligations on our financial statements for such liabilities as potential mining operations proceed. We believe that our operations comply, in all material respects, with all applicable environmental regulations. However, we are not fully insured against at the current date against possible environmental risks. ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY. The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably. 12 RISKS RELATED TO OUR BUSINESS - continued WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR CONSULTANTS OR RECRUIT ADDITIONAL QUALIFIED PERSONNEL. Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Amir Adnani, Chief Executive Officer, Grant Atkins, Chief Financial Officer and Randall Reneau, Chief Exploration Officer. Further, we do not have key man life insurance on any of these individuals. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service of any of these employees could therefore significantly and adversely affect our operations. OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST. Our officers and directors serve only part time and are subject to conflicts of interest. Each of our executive officers and directors serves only on a part time basis. Each devotes part of his working time to other business endeavors, including consulting relationships with other mining entities, and has responsibilities to these other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to the company. Because of these relationships, our officers and directors will be subject to conflicts of interest. ADDITIONAL ISSUANCES OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR EXISTING STOCKHOLDERS. Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock. Common stock is our only authorized class of stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance will also cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, if you acquire shares of our common stock from the Selling Shareholders, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control. OUR COMMON STOCK IS CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES WHICH LIMITS THE MARKET FOR OUR COMMON STOCK. Because our stock is not traded on a stock exchange or on the NASDAQ National Market or the NASDAQ Small Cap Market, and because the market price of the common stock is less than $5 per share, the common stock is classified as a "penny stock." SEC Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an "established customer" or an "accredited investor." This includes the requirement that a broker-dealer must make a determination that investments in penny stocks are suitable for the customer and must make special disclosures to the customers concerning the risk of penny stocks. Many broker-dealers decline to participate in penny stock transactions because of the extra requirements imposed on penny stock transactions. Application of the penny stock rules to our common stock reduces the market liquidity of our shares, which in turn affects the ability of holders of our common stock to resell the shares they purchase, and they may not be able to resell at prices at or above the prices they paid. 13 RISKS RELATED TO OUR BUSINESS - continued NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS. Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances. FORWARD-LOOKING STATEMENTS This prospectus contains "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others: o statements concerning the benefits that we expect will result from our business activities and certain transactions that we have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and o statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated by reference to documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this prospectus. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution you not to put undue reliance on these statements, which speak only as of the date of this Prospectus. Further, the information contained in this prospectus or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus. 14 USE OF PROCEEDS The shares of common stock offered hereby are being registered for the account of the Selling Shareholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the Selling Shareholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders. We will, however, incur all costs associated with this prospectus and related registration statement. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is not listed on any exchange and there is no public trading market for the common stock. As of July 31, 2005, we had 54 shareholders of record. DIVIDEND POLICY No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not indicate the intention of paying cash dividends on our common stock now or in the foreseeable future. SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS We have no equity compensation plan. MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page __ of this registration statement. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. PLAN OF OPERATION We are a natural resource exploration and production company engaged in the exploration, acquisition and mining of uranium properties in the United States. We currently have interests in 4,333 acres of mineral properties that have been either leased or staked, which we intend to explore for economic deposits of uranium. These properties consist of eight claim blocks, located in the States of Arizona, Colorado, Utah, and Texas. Each of these properties has been the subject of historical exploration by other mining companies, and provides indications that uranium may exist in economic concentrations. Our Chief Exploration Officer, Randall Reneau, based on these historical data, has developed exploration programs unique to each claim block with the intent of proving or disproving the existence of these resources. In order to carry out these exploration programs, $204,500 and approximately 12 months will be required, according to the exploration budget and schedule recommended by Mr. Reneau, a Certified Professional Geologist. 15 MANAGEMENT'S DISCUSSION AND ANALYSIS - continued Phase I Work Programs - Arizona and Colorado The work program that has been recommended for the mineral properties is dependent on the nature of the exploration conducted prior to our acquisition. The intended Phase I work programs will be on the following claims located in both Arizona and Colorado: o Artillery Peak, Arizona o Ester Basin, Arizona o Gunsight Canyon, Arizona o Dry Mountain, Arizona o Raven Mine, Colorado o Triangulation-Whitney Mines, Colorado o Carnotite Mine, Colorado During Phase I work programs on these particular mineral claims, the Company plans to review and analyze all historical exploration data available to the Company in its current possession, and to probe existing drill holes with gamma probes, with a view towards confirming historical drill results and developing uranium reserve estimates. Costs have been estimated at $14,500 per claim block. Phase I Work Programs - South Texas Leases We currently own two (2) leases located in South Texas uranium trend that have been the subject of substantial historical exploration by World Nuclear Corporation in the 1970's and 1980's, and constitute the Company's most prospective exploration targets. The Company plans to review all historical exploration data and to probe historical drill holes, at an estimated cost of $30,000. Included in Phase I for these particular leases will also include 9,450 feet of new drilling, at an estimated cost of $94,500. A further $5,000 cost has been estimated for mobilization and demobilization, as well as $2,500 for surface remediation. The total cost of Phase I exploration on all mineral properties contemplated at this time is equal to $204,500. In all cases, results from Phase I of exploration on the Company's properties will determine whether the Company proceeds to Phase II of the exploration program, or discontinues exploration on the property. Phase II costs, if any, will be incurred in the subsequent 12-month period, and would require additional financing. We will require additional funding to implement our plan of operations beyond Phase I work programs. We anticipate that these funds primarily will be raised through equity and debt financing sources. If we raise additional funds through the issuance of equity or convertible debt securities, it will result in the dilution in the equity ownership of investors in our common stock. Further, such securities might have rights, preferences or privileges senior to our common stock. There can be no assurance that additional financing will be available upon acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to take advantage of prospective new opportunities or acquisitions, which could significantly and materially restrict our operations. We do not expect to purchase any significant equipment or increase significantly the number of our employees during the next 12 months. Our current business strategy is to obtain resources under contract where possible because management believes that this strategy, at its current level of development, provides the 16 MANAGEMENT'S DISCUSSION AND ANALYSIS - continued best services available in the circumstances, leads to lower overall costs, and provides the best flexibility for our business operations. RESULTS OF OPERATIONS Our net loss for fiscal year ended December 31, 2004 was approximately ($128,170). During fiscal year ended December 31, 2004, we recorded interest income of $166. During the fiscal year ended December 31, 2004, we recorded operating expenses of $128,336, consisting primarily of (i) $57,112 in exploratory expenses; (ii) $12,175 in general and administrative expenses; (iii) $31,943 in management fees; and $27,106 in professional fees. General and administrative expenses generally include corporate overhead, financial and administrative contracted services and consulting costs. FOR THE PERIOD FROM JANUARY 1, 2005 TO MARCH 31, 2005 Our net loss for three month period ending March 31, 2005 was approximately ($127,233). During the three month period ending March 31, 2005, we recorded interest income of $403. During the three month period ending March 31, 2005, we recorded operating expenses of $127,636, consisting primarily of (i) $64,946 in exploratory expenses; (ii) $12,465 in general and administrative expenses; (iii) $27,655 in management fees; and $22,570 in professional fees. General and administrative expenses generally include corporate overhead, financial and administrative contracted services and consulting costs. LIQUIDITY AND CAPITAL RESOURCES We have generated only minimal positive cash flows from operating activities. For the period ended March 31, 2005, net cash flows used in operating activities was $(131,686) compared to the fiscal year ended December 31, 2004, whereby net cash flow used in operating activities was $(100,896). For the period ending March 31, 2005, net cash flows used in investing activities was $NIL compared to the fiscal year ended December 31, 2004, whereby net cash flows used in investing activities was $NIL. For the period ending March 31, 2005, net cash flow from financing activities was $158,338 compared to the fiscal year ended December 31, 2004, whereby net cash flow from financing activities was $506,820 pertaining primarily to the differential in the proceeds received on the sale of our common stock. At March 31, 2005, our current assets were $435,512, current liabilities were $46,276, resulting in a working capital surplus of $389,236. We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash flow from operations and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. Existing working capital and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: 17 MANAGEMENT'S DISCUSSION AND ANALYSIS - continued (i) uranium exploration operating activities, (ii) possible reserve definition, (iii) possible mining initiatives on current and future properties), and (iv) future possible property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. We expect we will need to raise additional capital to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. MATERIAL COMMITMENTS We have an ongoing commitment to pay the costs of registration pursuant to this registration statement, and management believes it has the capital resources to meet legal and administrative costs relating to this initiative. PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment during the next twelve months. RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting pronouncements In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments ("EITF 03-1"). The objective of EITF 03-1 is to provide guidance for identifying impaired investments. EITF 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In October 2004, the FASB delayed the recognition and measurement provisions of EITF 03-1 until implementation guidance is issued. The disclosure requirements are effective for annual periods ending after June 15, 2004, and remain in effect. The adoption of EITF 03-1 did not have a material impact on the Company's financial condition or results of operations. In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company's financial condition or results of operations. In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting 18 MANAGEMENT'S DISCUSSION AND ANALYSIS - continued period). This standard becomes effective for the Company for its first annual or interim period ended on or after December 15, 2005. The Company will adopt SFAS 123R no later than the beginning of the Company's fourth quarter ending December 31, 2005. Management is currently evaluating the potential impact that the adoption of SFAS 123R will have on the Company's financial position and results of operations. DESCRIPTION OF BUSINESS CORPORATE HISTORY Uranium Energy Corp. was incorporated under the laws of the State of Nevada on May 16, 2003. Please note that throughout this report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Uranium Energy," refers to Uranium Energy Corp. CURRENT BUSINESS OPERATIONS Uranium Energy Corp. is a resource company specializing in acquisition and development of uranium properties in North America. Our strategy is to acquire properties that are thought to contain economic quantities of uranium ore and have undergone some degree of uranium exploration but have not yet been mined. We plan an aggressive acquisition strategy for the next 12 to 24 months to build uranium resources of 50 million pounds. To date, we have acquired interests in 4,333 acres of leased or staked mineral properties, consisting of claim blocks located in the States of Arizona, Colorado, Utah, and Texas. By our second year of operation, we have plans to acquire approximately 12,500 further acres of mineral properties subject to adequate funding being acquired consisting of further claim blocks located in the State of Texas. Other mineral property acquisitions are contemplated in the States of interest that include Arizona, Utah, Colorado, Texas, and Wyoming. These potential acquisition properties have not yet been specifically identified. COMPETITION We operate in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking uranium properties throughout the world together with the equipment, labor and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime mining prospects and then exploit such prospects. Competition for the acquisition of uranium properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable uranium properties will be available for acquisition and development. MINING REGULATION Our mining operations and exploration activities are, or will be, subject to extensive laws and regulations governing prospecting, development, production, 19 DESCRIPTION OF BUSINESS - continued exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our company. MINING COSTS Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date we have not established any proven or probable reserves on its mineral property interests. Estimated future removal and site restoration costs are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. The charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. RESEARCH AND DEVELOPMENT ACTIVITIES No research and development expenditures have been incurred, either on our account or sponsored by customers for the past three years. EMPLOYEES We do not employ any persons on a full-time or on a part-time basis. Amir Adnani is our President and Chief Executive Officer, Grant Atkins is our Chief Financial Officer, and Randall Reneau is our Chief Exploration Officer. These individuals are primarily responsible for all our day-to-day operations. Other services are provided by outsourcing and consultant and special purpose contracts. 20 DESCRIPTION OF BUSINESS - continued URANIUM PROPERTIES We have the following interests in these mineral properties under lease:
State Claim / Lease Name County Interest Claims Acres Arizona Dry Mountain Graham 100% 28 560.00 Arizona Esther Basin Mohave 100% 10 200.00 Arizona Gunsight Canyon Mohave 100% 20 400.00 Arizona Artillery Peak 1 Mohave 100% 19 380.00 Arizona Artillery Peak 2 Mohave 100% 32 640.00 -------------------------- Subtotal 109 2,180.00 Colorado Carnotite Fremont 100% 18 360.00 Colorado Raven Mine Group Montrose 100% 22 440.00 Colorado Triangulation / Whitney mines Montrose 100% 12 240.00 -------------------------- Subtotal 52 1,040.00 Utah Crain - Lease San Juan 100% 640.00 Texas Anne Knickerbocker McCulloch - Lease Zavala 50% 323.38 Texas Anne Knickerbocker McCulloch - Lease Zavala 25% 149.68 -------------------------- Subtotal 473.06 - -------------------------------------------------------------------------------------------------------------- TOTAL: Claims / Acres 161 4,333.06 ==============================================================================================================
These properties do not have any indicated or inferred minerals or reserves. We plan to conduct exploration programs on these properties with the intent to prove or disprove the existence of economic concentrations of uranium. Since inception, we have not established any proven or probable reserves on its mineral property interests. EXECUTIVE OFFICES Our principal office space is rented on a month to month basis and is located at Austin Centre, 701 Brazos, Suite 500 PMB#, Austin, Texas 78701. The office space costs approximately $183 per month. The Company also has a one year lease ending on April 30, 2006 for field offices located at Pioneer Business Center, 341 East "E" Street, Suite 135b, Casper, Wyoming 82601. The office space costs approximately $350 per month. 21 LEGAL PROCEEDINGS We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held are as follows: NAME AGE POSITION WITH THE COMPANY ------------------ --- ------------------------ Amir Adnani 27 President/Chief Executive Officer and Director Grant Atkins 45 Treasurer/Chief Financial Officer, and Director Randall Reneau 56 Chief Exploration Officer, and Director Johnathan Lindsay 29 Secretary D. Bruce Horton 60 Director Steve Jewett 66 Director Alan Lindsay 55 Director BUSINESS EXPERIENCE The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he or she was employed. Amir Adnani has been our Chief Executive Officer, President and Director since January 24, 2005. Mr. Adnani is an entrepreneur with an extensive background in business development and marketing. He founded and has been, for the last five years, president of Blender Media Inc., a Vancouver based company that provides strategic marketing and financial communications services to public companies and investors in mineral exploration, mining, and energy sectors. He has many contacts throughout the mining and financial communities and an extensive network of private investors. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia. 22 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued Grant Atkins has been Chief Financial Officer and a Director since January 24, 2005. Mr. Atkins is also Chief Executive Officer, President, and Director of Lexington Resources, Inc. For the past ten years, Mr. Atkins has been self-employed and has acted as a financial and project coordination consultant to clients in government and private industry. He has extensive multi-industry experience in the fields of finance, administration and business development. Mr. Atkins received a Bachelor of Commerce degree from the University of British Columbia. Randall Reneau has been our Chief Exploration Officer since January 24, 2005. Mr. Reneau is registered as a Certified Professional Geologist with over 30 years of experience in mineral exploration and project management in the United States, Mexico, Brazil and West Africa. Mr. Reneau has significant experience exploring for uranium in the United States, specifically in Texas, Arizona, New Mexico and Wyoming, the states known to hold the largest uranium reserves. He extensively explored these states while employed in a senior position for Conoco Uranium, a subsidiary of Conoco Ltd., and World Nuclear Corporation, a privately-held company. For the past 10 years, he has been an independent contractor, performing geology services for mining and exploration companies internationally. He obtained his M.S. in Environmental Engineering from Kennedy-Western University, Boise, Idaho, and a B.A. in Geology from Central Washington University. Johnathan Lindsay has been Secretary to Uranium Energy Corp. (formerly Carlin Gold Inc.) since its inception, where he was responsible for organizing initial financing for the Company. In 1997, Mr. Lindsay worked with the Investor Relations Group and for National Media, two North American public sector marketing firms. While there, he developed relationships with key personnel in the resource and finance sectors. Following his position with National Media, he studied marketing from 1998-99 at the British Columbia Institute of Technology. From 1999 to 2004, Mr. Lindsay was employed by Alan Lindsay and Associates as VP Marketing and Corporate Secretary. Since 2004, Mr. Lindsay is currently the president of Ocean Tower Productions, a privately-held film production company. Ocean Tower currently has films in various stages of production. Steve Jewett has been a director and member of our Audit Committee since January 24, 2005. Since 1978, Mr. Jewett has been the owner of Stephen Jewett - Chartered Accountants. During his career, Mr. Jewett was auditor of several public companies. Mr. Jewett received his degree as a Chartered Accountant from the Institute of Chartered Accountants of British Columbia and is the audit committee's financial expert. D. Bruce Horton has been a director and member of our Audit Committee since January 24, 2005. During the past five years, Mr. Horton has been active in the financial arena in both the private and public sectors as an accountant and financial management consultant with an emphasis on corporate financial reporting, financing and tax planning. Mr. Horton has specialized in corporate management, re-organization, merger and acquisition, international tax structuring, and public and private financing for over thirty years. From 1972 through 1986, Mr. Horton was a partner in a public accounting firm. In 1986, Mr. Horton co-founded the Clearly Canadian Beverage Corporation, of which he was a director and chief financial officer until 1997. Alan Lindsay has been a director since May 16, 2003. Mr. Lindsay has extensive experience and expertise in the mining and biomedical fields. From 2000 to the present, he has been the Chairman, President and CEO of MIV Therapeutics Inc., a publicly-listed biomedical company focused on biocompatible coating technology for stents and medical devices, and was also a co-founder of GeneMax 23 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued Pharmaceuticals, a biotech company with a novel cancer treatment technology discovered at the University of British Columbia. Mr. Lindsay was the founder of AZCO Mining Inc. and served as Chairman, President and CEO of AZCO from 1992 to 2000. During his term, AZCO obtained listings on both the Toronto and American Stock Exchanges. AZCO developed the Sanchez copper deposit and Piedras Verdes copper deposits with a combined SX-EW oxide copper resource of 3.25 billion pounds of copper. Mr. Lindsay negotiated a business transaction with Phelps Dodge Corporation that led to the sale of the Sanchez deposit for $55 million and a joint venture on the Piedras Verdes deposit. Amir Adnani, Grant Atkins, Alan Lindsay, Johnathan Lindsay, and Randall Reneau may be deemed to be organizers of the Company based upon their activities in founding and organizing the business of the Company. FAMILY RELATIONSHIPS The Secretary of our company, Johnathan Lindsay, is the son of Alan Lindsay, a director of our company; otherwise, there are no other family relationships among our directors or officers. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated). EXECUTIVE COMPENSATION During the last fiscal year, none of the directors or officers of our company were compensated for their roles as directors or executive officers. Officers and directors of our company may be reimbursed for any out-of-pocket expenses incurred by them on behalf of our company. We presently have no pension, health, annuity, insurance, profit sharing or similar benefit plans. From June 30, 2004, Randall Reneau has had a services agreement with us, whereby he may perform geological consulting services for us in exchange for $350 per diem plus expenses. In the year ended December 31, 2004, Mr. Reneau has invoiced us, and has been compensated, in the amount of $12,506. To date, Mr. Reneau has received compensation in the amount of $23,400 for the fiscal year 2005. Executive compensation is subject to change concurrent with our compensation policy. Mr. Adnani has accrued compensation in the amount of $4,000 for fiscal year 2004 and $12,000 for fiscal year 2005. We do not have employment agreements with Mr. Adnani, Mr. Atkins or Mr. Reneau. 24 EXECUTIVE COMPENSATION - continued SUMMARY COMPENSATION TABLE None of our executive officers received an annual salary and bonus that exceeded $100,000 during the fiscal year ending December 31, 2004. The following table sets forth the compensation received by officers and directors of the Company during 2004. ANNUAL COMPENSATION LONG TERM COMPENSATION NAME AND FISCAL SALARY OTHER SECURITIES PRINCIPAL POSITION YEAR UNDERLYING OPTIONS Amir Adnani 2004 $4,000 0 0 President and Chief Executive Officer Grant Atkins 2004 0 0 0 Chief Financial Officer Randall Reneau 2004 0 $12,506 0 Chief Exploration Officer Johnathan Lindsay 2004 25,171 0 0 Secretary EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS CONSULTATION AGREEMENT From June 30, 2004, Randall Reneau has had a services agreement with us, whereby he may perform geological consulting services for us in exchange for $350 per diem plus expenses. In the year ended December 31, 2004, Mr. Reneau has invoiced us, and has been compensated, in the amount of $12,506. COMPENSATION OF DIRECTORS Generally, our Directors do not receive salaries or fees for serving as directors, nor do they receive any compensation for attending meetings of the Board of Directors. Directors are entitled to reimbursement of expenses incurred in attending meetings or for direct expenses incurred in duties and actions for the sole benefit of our company. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of July 31, 2005, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. --------------------------------- ------------- -------------- --------------- Name and Address of Beneficial Number of Nature Percentage Owner Shares Owned of Ownership Ownership --------------------------------- ------------- -------------- --------------- Amir 635,334 Direct 5.56% Adnani 2302-930 Cambie Street Vancouver, B.C. V6B 5X6 --------------------------------- ------------- -------------- --------------- Randall 500,000 Direct 4.37% Reneau 9302 Mystic Oak Trail Austin, TX 78750 --------------------------------- ------------- -------------- --------------- D. Bruce 33,334 Direct 0.29% Horton 2443 Alder Street Vancouver, B.C. V6H 4A4 --------------------------------- ------------- -------------- --------------- Alan 870,858 Direct 7.62% Lindsay 2701-1500 Hornby Street Vancouver, B.C. V6Z 2R1 --------------------------------- ------------- -------------- --------------- Isaiah Capital 1,823,333 Direct 15.94% Trust 28-30 The Parade St. Heller, Jersey Channel Islands JE4 8XY --------------------------------- ------------- -------------- --------------- Golden West 3,750,000 Direct 32.79% Investments P.O. Box 97 Leeward Highway Providenciales Turks & Caicos Islands, BWI --------------------------------- ------------- -------------- --------------- Ethny 950,000 Direct 8.31% Lindsay 201 Villa Pax, Ocean Way, Umhlanga Rocks, Republic of South Africa, 4320 --------------------------------- ------------- -------------- --------------- 26 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - continued --------------------------------- ------------- -------------- --------------- Name and Address of Beneficial Number of Nature Percentage Owner Shares Owned of Ownership Ownership --------------------------------- ------------- -------------- --------------- James 727,667 Direct 6.36% Davidson 455 Barstow Road, Prince Frederick, Maryland, USA, 20678 --------------------------------- ------------- -------------- --------------- Johnathan Lindsay 265,574 Direct 2.32% T13-1501 Howe Street Vancouver, B.C. V6Z 2P8 --------------------------------- ------------- -------------- --------------- TOTAL 9,556,100 83.56% --------------------------------- ------------- -------------- --------------- CHANGES IN CONTROL We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company. DESCRIPTION OF COMMON STOCK We are authorized to issue 75,000,000 common shares with a par value of $0.001. As of July 31, 2005 we had 11,435,722 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to common stockholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights. The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as our board of directors may from time to time determine. Holders of common stock will share equally on a per share basis in any dividend declared by the board of directors. We have not paid any dividends on our common stock and do not anticipate paying any cash dividends on such stock in the foreseeable future. In the event of a merger or consolidation, all holders of common stock will be entitled to receive the same per share consideration. PLAN OF DISTRIBUTION The Selling Shareholders of the common stock of Uranium Energy Corp., and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The sales price to the public has been determined by the shareholders to be $0.50 per share. The price of $0.50 per share is a fixed price until the securities are listed on the OTC Bulletin Board or other national exchange, and thereafter at prevailing market 27 PLAN OF DISTRIBUTION - continued prices or privately negotiated prices. There can be no assurance that our shares will be approved for listing on the OTC Bulletin Board. The Selling Shareholders may use any one or more of the following methods when selling shares: - - ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; - - block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; - - purchases by a broker-dealer as principal and resale by the broker-dealer for its account; - - an exchange distribution in accordance with the rules of the applicable exchange; - - privately negotiated transactions; - - settlement of short sales entered into after the date of this prospectus; - - broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; - - a combination of any such methods of sale; - - through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or - - any other method permitted pursuant to applicable law. The Selling Shareholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Shareholders does not expect these commissions and discounts relating to their sale of shares to exceed what is customary in the types of transactions involved. In connection with the sale of our common stock or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). 28 PLAN OF DISTRIBUTION - continued The Selling Shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Currently there are no shares of our common stock eligible for resale pursuant to Rule 144.Each Selling Shareholders has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Shareholders. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. SELLING SHAREHOLDERS The Selling Shareholders may offer and sell, from time to time, any or all of the common stock registered pursuant to this Registration Statement. Because the Selling Shareholders may offer all or only some portion of the 2,235,722 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering. The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the Selling Shareholders as of July 31, 2005, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholder. None of the Selling 29 SELLING SHAREHOLDERS - continued Shareholders is a broker-dealer, or an affiliate of a broker-dealer to our knowledge.
- ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Selling Shareholders Shares of Common Shares of Common Shares of Common Percentage of Percentage of Stock Owned Prior to Stock to be Stock Owned After Common Stock Common Stock Offering Offered for Sale the Offering Owned Before the Owned After the Offering Offering - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- James Davidson 727,667 102,667 625,000 6.36% 6.79% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Isaiah Capital Trust (1) 1,823,333 23,333 1,800,000 15.93% 19.57% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ---------------- Donna Cuthbert 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Len Cuthbert 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Rosalind Lindsey 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Thomas O'Neill Management Corp. (2) 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Joyce Wyssen 125,000 0 125,000 1.09% 1.36% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Andrea Boyce 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Elizabeth Bayback 3,334 3,334 0 0.03% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Michael Bayback 103,334 103,334 0 0.90% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- George Duggan 1,667 1,667 0 0.01% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Jim Yates 10,000 10,000 0 0.09% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Amir Adnani 635,334 135,334 500,000 5.56% 5.43% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Kian Ehsan 32,000 32,000 0 0.28% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Parisa Ehsan 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Glynn Fisher 3,500 3,500 0 0.03% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Jean-Claude Doucet 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Alan Lindsey 870,858 370,858 500,000 7.62% 5.43% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Johnathan Lindsey 265,574 15,574 250,000 2.32% 2.72% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Oliver Lindsey 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Dennis Corin 1,000 1,000 0 0.01% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Wayne Livingstone 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- 30 SELLING SHAREHOLDERS - continued - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Selling Shareholders Shares of Common Shares of Common Shares of Common Percentage of Percentage of Stock Owned Prior to Stock to be Stock Owned After Common Stock Common Stock Offering Offered for Sale the Offering Owned Before the Owned After the Offering Offering - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Kersti Livingstone 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Ron Saperstein 2,000 2,000 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- James Paterson 667 667 0 0.01% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Carey Whitehead 1,926 1,926 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Deborah Price 667 667 0 0.01% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- John Martin 2,020 2,020 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Darren Mann 2,500 2,500 0 0.02% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Newport Capital Corp. (3) 100,001 100,001 0 0.87% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Verona Capital International (4) 166,667 166,667 0 1.46% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Alexander W. Cox 333,334 333,334 0 2.91% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Princeton Estate Company, Inc., BVI 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Ethny Lindsey 950,000 0 950,000 8.31% 10.33% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Canon Bryan 50,000 0 50,000 0.43% 0.54% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Michael Levy 16,667 16,667 0 0.15% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Randall P. Reneau 500,000 0 500,000 4.37% 5.43% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Leonard Garcia 150,000 0 150,000 1.31% 1.63% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Bradley N. Scharfe 16,667 16,667 0 0.15% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- D. Bruce Horton 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Bryan M. Dear 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Matthew Cicci 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- James Dow 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Jenirob Company, Ltd. (6) 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Michael Cassidy 33,334 33,334 0 0.29% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Golden West Investments (7) 3,750,000 0 3,750,000 32.79% 40.77% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Marcus Johnson 16,667 16,667 0 0.15% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Frank Sticht 50,000 50,000 0 0.44% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- 31 SELLING SHAREHOLDERS - continued - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Selling Shareholders Shares of Common Shares of Common Shares of Common Percentage of Percentage of Stock Owned Prior to Stock to be Stock Owned After Common Stock Common Stock Offering Offered for Sale the Offering Owned Before the Owned After the Offering Offering - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Peter Jessop 40,000 40,000 0 0.35% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Doug Casey 200,000 200,000 0 1.75% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Brien F. Lundin 50,000 50,000 0 0.43% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Dr. Sherwin Mohammadnabi 50,000 50,000 0 0.43% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Freddy Abnousi 120,000 120,000 0 1.05% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- Mehrangiz Talaifar 10,000 10,000 0 0.09% 0.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ ----------------- TOTAL 11,435,722 2,235,722 9,200,000 100.00% 100.00% - ---------------------------------- -------------------- ------------------ -------------------- ------------------ -----------------
* = less than 1% (1) Isaiah Capital Trust is a trust account held for the benefit of Sandra Corin, the sole beneficiary, and is managed by Equity Trust. (2) Thomas O'Neill Management Corp. is controlled by Thomas O'Neill, its sole officer, director and shareholder. (3) Newport Capital Corp. is controlled by Brent Pierce, its president and director, and its sole shareholder Regulus Advisor Limited, as trustee for Emerald Trust. (4) Verona Capital International is controlled by Philippe Mast, its sole officer and director. (5) Princeton Estate Company, Inc. BVI is controlled by Todd Moore, its sole officer and director. (6) Jenirob Company, Ltd.is controlled by Philippe Mast, its sole officer and director. (7) Golden West Investments is controlled by Barry Dempsey for Cockburn Directors Ltd. and its sole shareholder, Rising Sun Capital Corp. We will require the Selling Shareholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading. LEGAL MATERS The validity of the common stock offered by this prospectus has been passed upon by The O'Neal Law Firm, P.C. 32 EXPERTS The consolidated financial statements of Uranium Energy included in this registration statement have been audited by Dale Matheson Carr-Hilton LaBonte, to the extent and for the period set forth in their reports appearing elsewhere in the registration statement, and are included in reliance upon such reports given upon the authority of said firms as experts in auditing and accounting. INTEREST OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee. DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Bylaws provide that directors and officers shall be indemnified by us to the fullest extent authorized by the Nevada General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf. The bylaws also authorize the board of directors to indemnify any other person who we have the power to indemnify under the Nevada General Corporation Law, and indemnification for such a person may be greater or different from that provided in the bylaws. Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. WHERE YOU CAN FIND MORE INFORMATION We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Commission's Public Reference Room 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by going to the Commission's website at http://www.sec.gov. We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Lexington Resources, Inc., the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. 33 WHERE YOU CAN FIND MORE INFORMATION - continued No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Uranium Energy Corp.. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus. 34 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) FINANCIAL STATEMENTS MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004 AND 2003 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................. 36 BALANCE SHEETS .......................................................... 37 STATEMENTS OF OPERATIONS ................................................ 38 STATEMENT OF STOCKHOLDERS' EQUITY ....................................... 39 STATEMENTS OF CASH FLOWS ................................................ 40 NOTES TO FINANCIAL STATEMENTS ........................................... 41 35 (LETTER HEAD) - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Uranium Energy Corp. (Formerly Carlin Gold Inc.) We have audited the balance sheets of Uranium Energy Corp. (formerly Carlin Gold Inc.), (an exploration stage company) as at December 31, 2004 and 2003 and the statements of operations, stockholders' equity and cash flows for the year ended December 31, 2004 and the period from May 16, 2003 (inception) to December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of its operations and its cash flows and the changes in stockholders' equity for the year ended December 31, 2004 and the period from May 16, 2003 (inception) to December 31, 2003. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has reported significant losses since inception from operations and requires additional financing to meet its obligations and fund the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/Dale Matheson Carr-Hilton LaBonte ------------------------------------ CHARTERED ACCOUNTANTS Vancouver, B.C. May 31, 2005 36 URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) BALANCE SHEETS
March 31, December 31, December 31, 2005 2004 2003 - --------------------------------------------------------------------------------------------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 432,922 $ 406,270 $ 346 Other current assets 2,590 1,613 32 - --------------------------------------------------------------------------------------------- $ 435,512 $ 407,883 $ 378 ============================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 25,379 $ 28,855 $ -- Convertible debenture (Note 4) -- -- 10,000 Due to related parties (Note 8) 20,897 7,559 14,864 - --------------------------------------------------------------------------------------------- 46,276 36,414 24,864 - --------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIENCY) Capital Stock (Note 5) Common stock $0.001 par value: 75,000,000 shares authorized11,175,722 shares issued and outstanding (2004 - 10,885,772; 2003 - nil) 11,176 10,886 -- Additional paid-in capital 657,949 513,239 -- Deficit accumulated during the exploration stage (279,889) (152,656) (24,486) - --------------------------------------------------------------------------------------------- 389,236 371,469 (24,486) - --------------------------------------------------------------------------------------------- $ 435,512 $ 407,883 $ 378 =============================================================================================
The accompanying notes are an integral part of these financial statements. 37 URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) STATEMENTS OF OPERATIONS
For the Period For the Period For the Three For the Year From May 16, 2003 From May 16, 2003 Months Ended Ended (inception) to (inception) to March 31, 2005 December 31, 2004 December 31, 2003 March 31, 2005 - -------------------------------------------------------------------------------------------------------------------------- (Unaudited) (Unaudited) REVENUES $ 403 $ 166 $ - $ 569 - -------------------------------------------------------------------------------------------------------------------------- EXPENSES Exploration expense, net of recoveries 64,946 57,112 1,054 123,112 General and administrative 12,465 12,175 1,524 26,164 Management fees 27,655 31,943 12,658 72,256 Professional fees 22,570 27,106 9,250 58,926 - -------------------------------------------------------------------------------------------------------------------------- 127,636 128,336 24,486 280,458 - -------------------------------------------------------------------------------------------------------------------------- NET LOSS FOR THE PERIOD (127,233) $ (128,170) $ (24,486) $ (279,889) ========================================================================================================================== BASIC NET LOSS PER SHARE $ (0.01) $ (0.12) $ (0.00) ====================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,885,772 1,070,596 NIL ======================================================================================================
The accompanying notes are an integral part of these financial statements. 38 URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) STATEMENT OF STOCKHOLDERS' EQUITY For the period from May 16, 2003 (inception) to March 31, 2005 (unaudited)
Deficit Accumulated Additional During Total Common stock Paid-in Exploration Stockholders' Date Shares Amount Capital Stage Equity - ----------------------------------------------------------------------------------------------------------------- Balance, May 16, 2003 - $ - $ - $ - $ - Net loss for the period - - - (24,486) (24,486) - ----------------------------------------------------------------------------------------------------------------- Balance - December 31, 2003 - - - (24,486) (24,486) Shares issued for cash at $0.002 per share Jul 27, 2004 1,050,000 1,050 1,050 - 2,100 Shares issued for cash at $0.30 per share Aug 23, 2004 156,782 157 46,881 - 47,038 Shares issued on Conversion of debenture at $0.30 per share (Note 4) Aug 23, 2004 23,333 23 6,977 - 7,000 Shares issued on settlement of debts at $0.30 per share (Note 8) Aug 23, 2004 53,098 53 15,876 - 15,929 Shares issued for cash at Oct 7, 2004 to $0.002 per share Dec 7, 2004 6,650,000 6,650 6,650 - 13,300 Shares issued on Conversion of debenture at $0.002 per share (Note 4) Dec 7, 2004 1,500,000 1,500 1,500 - 3,000 Shares issued for cash at $0.30 per share Dec 31, 2004 1,452,509 1,453 434,305 - 435,758 Net loss for the year - - - (128,170) (128,170) - ----------------------------------------------------------------------------------------------------------------- Balance - December 31, 2004 10,885,722 10,886 513,239 (152,656) 371,469 Shares issued for cash at $0.50 per share Mar 31, 2005 290,000 290 144,710 - 145,000 Net loss for the period (unaudited) - - - (127,233) (127,233) - ----------------------------------------------------------------------------------------------------------------- Balance - March 31, 2005 (unaudited) 11,175,722 $ 11,176 $ 657,949 $ (279,889) $ 389,236 =================================================================================================================
The accompanying notes are an integral part of these financial statements. 39 URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) STATEMENTS OF CASH FLOWS
For the Year For the Period For the Period For the Three Ended From May 16, 2003 From May 16, 2003 Months Ended December 31, (inception) to (inception) to March 31, 2005 2004 December 31, 2003 March 31, 2005 - -------------------------------------------------------------------------------------------------------------------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (127,233) $ (128,170) $ (24,486) $ (279,889) Adjustments to reconcile net loss to net cash from operating activities: Non-cash exploration expenses - - 10,000 10,000 Non-cash exploration recoveries - - (20,000) (20,000) Other current assets (977) (1,581) (2,590) (1,613) Accounts payable and accrued liabilities (3,476) 28,855 - 25,379 - -------------------------------------------------------------------------------------------------------------------------- NET CASH FLOWS USED IN OPERATING ACTIVITIES (131,686) (100,896) (34,518) (267,100) - -------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of shares for cash 145,000 498,196 - 643,196 Convertible debenture proceeds - - 20,000 20,000 Advances from related parties 13,338 8,624 14,864 36,826 - -------------------------------------------------------------------------------------------------------------------------- NET CASH FLOWS FROM FINANCING ACTIVITIES 158,338 506,820 34,864 700,022 - -------------------------------------------------------------------------------------------------------------------------- INCREASE IN CASH AND CASH EQUIVALENTS 26,652 405,924 346 432,922 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 406,270 346 - - - -------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 432,922 $ 406,270 $ 346 $ 432,922 ========================================================================================================================== CASH AND CASH EQUIVALENTS ARE MADE UP AS FOLLOWS: Cash in bank $ 302,353 $ 276,104 $ 346 $ 302,353 Short term investments 130,569 130,166 - 130,569 - ------------------------------------------------------------------------------------------------------ ------------------- $ 432,922 $ 406,270 $ 346 $ 432,922 ========================================================================================================================== SUPPLEMENTAL DISCLOSURES: Interest paid $ - $ - $ - $ - ========================================================================================================================== Taxes paid $ - $ - $ - $ - ==========================================================================================================================
The accompanying notes are an integral part of these financial statements. 40 URANIUM ENERGY CORP. (formerly Carlin Gold Inc.) (an exploration stage company) NOTES TO FINANCIAL STATEMENT NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION - -------------------------------------------------------------------------------- Uranium Energy Corp. (the "Company") was incorporated on May 16, 2003 in the State of Nevada as Carlin Gold, Inc. The Company is an exploration stage company that was originally organized to explore and develop precious metals in the United States. During 2004, the Company changed its business direction from the exploration of precious metals to the exclusive focus on the exploration and development of uranium deposits in the United States and internationally. Due to the change in the Company's core business direction, the Company is in the process of disposing of its 18 mineral property claims in the State of Nevada. In addition, the Company commenced a reorganization, including a reverse stock split by the issuance of 1 new share for each 2 outstanding shares of the Company's common stock and the raising of further capital for its new operating directives (refer to Notes 3 and 9). On January 24, 2005, the Company approved a special resolution to change the name of the Company from Carlin Gold, Inc. to Uranium Energy Corp. Since November 1, 2004, the Company has acquired mineral leases for the purposes of exploring for economic deposits of uranium in the States of Arizona, Texas, Colorado, and Utah. To date, interests in approximately 4,333 acres of mineral properties have been staked or leased by the Company. Going Concern The Company commenced operations on May 16, 2003 and has not realized any significant revenues since inception. As at March 31, 2005, the Company has an accumulated deficit of $279,889 (December 31, 2004 - $152,656). The Company is in the exploration stage of its mineral property development and to date has not yet established any known mineral reserves on any of its existing properties. The ability of the Company to continue as a going concern is dependent on raising capital to fund its planned mineral exploration work and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its initial operations by way of private placements and advances from related parties as may be required. As of March 31, 2005 the Company had completed private placements for total proceeds of $643,196 on the issuance of shares of the Company's common stock. Subsequent to March 31, 2005, the Company has completed additional private placements for total proceeds of $130,000 (refer to Note 9). NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - -------------------------------------------------------------------------------- Organization The Company was incorporated on May 16, 2003 in the State of Nevada. The Company's fiscal year end is December 31 and the initial period is from May 16, 2003 (inception) to December 31, 2003. 41 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock and convertible debentures. Mineral Property Costs Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral property interests. Estimated future removal and site restoration costs are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. The charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. Asset Retirement Obligations The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. To March 31, 2005 any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable. Financial Instruments The fair values of cash and cash equivalents, other current assets, accounts payable and accrued liabilities, convertible debentures and amounts due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's operations and financing activities are conducted primarily in United States dollars, and as a result the Company is not subject to significant exposure to market risks from changes in foreign currency rates. Management does not believe the Company is exposed to significant credit risk and accordingly does not manage credit risk directly. 42 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Loss per Common Share Basic loss per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflects the potential dilution of securities that could share in the earnings of the Company. The convertible debentures were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at March 31, 2005, December 31, 2004 and 2003 the Company had net operating loss carryforwards; however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards. Stock-based Compensation The Company has not adopted a stock option plan and has not granted any stock options to date. Accordingly no stock-based compensation has been recorded to date. Recent accounting pronouncements In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments ("EITF 03-1"). The objective of EITF 03-1 is to provide guidance for identifying impaired investments. EITF 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In October 2004, the FASB delayed the recognition and measurement provisions of EITF 03-1 until implementation guidance is issued. The disclosure requirements are effective for annual periods ending after June 15, 2004, and remain in effect. The adoption of EITF 03-1 did not have a material impact on the Company's financial condition or results of operations. In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company's financial condition or results of operations. In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting 43 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued period). This standard becomes effective for the Company for its first annual or interim period ended on or after December 15, 2005. The Company will adopt SFAS 123R no later than the beginning of the Company's fourth quarter ending December 31, 2005. Management is currently evaluating the potential impact that the adoption of SFAS 123R will have on the Company's financial position and results of operations. NOTE 3: MINERAL EXPLORATION PROPERTIES - -------------------------------------------------------------------------------- Precious Metals Exploration During 2003, the Company acquired 50 mineral claims in Elko County, Nevada, for consideration of $10,000 which was paid by a shareholder on behalf of the Company and formed part of the consideration received by the Company in connection with the Convertible Debenture (refer to Note 4). In connection with this acquisition, the Company granted a gold and silver production royalty to this shareholder in the amount of $36,000 for the first three years of production, $50,000 for subsequent years of production, plus a 4% net smelter royalty. No amount was recorded in connection with the granting of these royalties as the fair value was not readily determinable nor considered material given the preliminary exploration stage of the property. These mineral claims were acquired for the purpose of exploring for mineable reserves of precious metals. A total of $5,006 was spent on initial exploration in 2004 ($10,354 in 2003) on these claims. The results of preliminary exploration were unfavorable and accordingly during 2003, 32 of the mineral claims were sold to the aforementioned shareholder in settlement of $20,000 of the Convertible Debenture (refer to Note 4). The $20,000 settlement was recorded as reduction of exploration expenses in 2003. During 2004, management determined that its 18 remaining mineral claims had nominal value, and a decision was made to abandon or dispose of the remaining 18 mineral claims commensurate with the reorganization initiatives pursued by the Company. To date, these claims have not been disposed of. Uranium Exploration During 2004, the Company changed its focus from precious metals exploration in the State of Nevada to the exploration for economic reserves of uranium throughout the United States and internationally. The Company changed its name from Carlin Gold, Inc. to Uranium Energy Corp. on January 24, 2005. Since November 1, 2004, and further to the reorganization of the Company's business direction, the Company has been acquiring mineral leases for the purposes of exploring for economic deposits of uranium in the State of Arizona. As of December 31, 2004, four claim blocks in Arizona comprising 1,540 acres of mineral properties, have been staked or leased by the Company. A total of $11,649 has been expended to acquire these mineral claims. During the first quarter of 2005, two further uranium exploration mineral properties totaling 800 acres have been acquired in the State of Colorado as well as interests of 25% and 50% in 323 acres and 149 acres respectively in the State of Texas for aggregate costs of $17,513. Subsequent to March 31, 2005, three claim blocks totaling 1,520 acres of mineral properties relating to uranium exploration have been acquired in Arizona, Colorado, and Utah for total costs of $43,440. To date, a total of 3,860 acres of mineral properties having been staked or leased by the Company to date in the States of Arizona, Utah and Colorado and an additional to 25% and 50% interest in 323 acres and 149 acres respectively in 44 NOTE 3: MINERAL EXPLORATION PROPERTIES - continued the State of Texas. The Company has interests in 4,333 gross acres for the purposes of uranium exploration. The Company's work plan calls for the acquisition of further uranium exploration properties in Texas, Arizona, Utah, Colorado, and Wyoming. The Company has developed detailed exploration programs for each claim block area of interest based on historical data derived from past uranium exploration by other companies, with a mandate to prove or disprove the existence of uranium resources. The Company has budgeted $200,000 during the next 12 months for the purposes of further property acquisitions and exploration. NOTE 4: CONVERTIBLE DEBENTURE - -------------------------------------------------------------------------------- On October 22, 2003, Isaiah Capital Trust ("Lender"), a shareholder of the Company, was issued a convertible debenture for $30,000 owing by the Company in connection with the acquisition of precious metals exploration properties in Elko County, Nevada (refer to Note 3) and other amounts advanced to the Company. The principal amount was due and payable on June 1, 2004. The debenture bore interest at the rate of 3% per annum and was secured by 50 mineral property claims located in the State of Nevada, then deeded to the Company. The Lender had the right to convert all or any portion of the indebtedness at any time after April 1, 2004 into common stock of the Company at a price of $0.10 per common share. The borrower had the option to adjust the conversion price commensurate with any material change in the value or prospects of the Company, including but not limited to, merger, acquisition, disposition of assets, reclassification of conversion securities, or dilution. On December 12, 2003, the terms of the convertible debenture were modified by an Amended And Restated Convertible Debenture after the Lender, on December 9, 2003, purchased 32 of the 50 mineral claims previously acquired by the Company for a $20,000 reduction in the original debenture which was recorded as a reduction in exploration expenses in 2003 (refer to Note 3). The Amended And Restated Convertible Debenture was in the principal amount of $10,000 and carried similar terms to the original convertible debenture. On August 23, 2004, in conjunction with the Company's changed business direction from the exploration of precious metals to the exclusive focus on the exploration and development of uranium deposits in the United States and internationally, the parties to the Amended And Restated Convertible Debenture agreed to extend the debenture's term from June 1, 2004 to December 31, 2004, and waive interest accruing under the terms of the revised debenture upon conversion. The parties also agreed to modify the terms of conversion according to the prevailing private placement rate of $0.30 per share for 70% of the debenture's stated amount and $0.002 per share for 30% of the debenture's stated amount. The Lender then elected to convert $7,000 of the principal amount outstanding resulting in the issuance of 23,333 shares of the Company's common stock. On December 7, 2004, the Lender elected to convert the remaining amount outstanding under the Amended And Restated Convertible Debenture in the amount of $3,000, which was converted at the rate of $0.002 per share resulting in the issuance of 1,500,000 shares of the Company's common stock. 45 NOTE 4: CONVERTIBLE DEBENTURE (cont'd) - -------------------------------------------------------------------------------- There was no intrinsic value to the original conversion feature of this convertible debenture and accordingly, no beneficial conversion feature value was recorded. Further, as at the time of the modification of the terms of the Convertible Debenture, the Company had no material assets, was commencing a reorganization of the Company of which the modification was a component and there was no market for trading in shares of the Company's common stock. As a result, management determined that any fair value resulting from the modification of the terms of the convertible debenture was not material. Accordingly no amount was recorded in connection with the modification of the terms of the convertible debenture. NOTE 5: CAPITAL STOCK - -------------------------------------------------------------------------------- The Company's capitalization is 75,000,000 authorized common shares with a par value of $0.001 per share. On January 24, 2005, a majority of shareholders and the directors of the Company approved a special resolution to undertake a reverse stock split of the common stock of the Company on a 1 new share for 2 old shares basis. The par value and the number of authorized but unissued shares of the Company's common stock was not changed as a result of the reverse stock split. Effective January 24, 2005 the then issued and outstanding common shares of the Company became 10,885,722. All references in these financial statements to number of commons shares, price per share and weighted average number of common shares outstanding prior to the reverse stock split have been adjusted to record the effect of the reverse stock split on a retroactive basis. Effective July 27, 2004 the Company issued 1,050,000 shares of common stock to the original founders of the Company at a price of $0.002 per share for total proceeds of $2,100 and effective August 23, 2004, the Company issued 233,213 shares of common stock at $0.30 per share for total proceeds of $69,967 in connection with the Company's original precious metal exploration program of which 53,098 shares were issued on settlement of amounts owing to related parties in the aggregate amount of $15,929, and 23,333 shares were issued on the conversion of debentures in the aggregate amount of $7,000 as described in Note 4. On December 7, 2004, the Company issued 8,150,000 shares of common stock to the Company's new management team, consultants and stakeholders and in connection with the reorganization and change of business direction of the Company as described in Note 1 at a price of $0.002 per share for total proceeds of $16,300 of which 1,500,000 shares were issued on the conversion of debentures in the aggregate amount of $3,000 as described in Note 4. On December 31, 2004, the Company issued 1,452,509 shares of common stock in connection with private placements of common stock at a price of $0.30 per share for total proceeds of $435,758 to fund the Company's intended uranium exploration program. On March 31, 2005, the Company issued 290,000 shares of common stock in connection with private placements of common stock at a price of $0.50 per share for total proceeds of $145,000. 46 - -------------------------------------------------------------------------------- NOTE 6: STOCK OPTION PLAN As of March 31, 2005, December 31, 2004 and 2003, the Company did not have a stock option plan in place and consequently has not granted any stock options and has not recorded any stock-based compensation in connection with a stock option plan. NOTE 7: INCOME TAXES - -------------------------------------------------------------------------------- There were no significant temporary differences between the Company's tax and financial bases, except for the Company's net operating loss carryforwards amounting to approximately $280,000 at March 31, 2005 (December 31, 2004 - $153,000; December 31, 2003 - $24,000) which may be available to offset future taxable income. These carryforwards will begin to expire, if not utilized, commencing in 2023. The realization of the benefits from these deferred tax assets appears uncertain due to the Company's limited operating history. Accordingly, a valuation allowance has been recorded which offsets the deferred tax assets at the end of the year. NOTE 8: DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS - -------------------------------------------------------------------------------- During the period ended December 31, 2003, the Company had transactions with certain officers and directors of the Company as follows: management fees incurred - $12,658; cash advances to the Company - $3,792; - cash advances repaid by the Company - $8,062. As at December 31, 2003 $14,864 is owing to these related parties. During the year ended December 31, 2004, the Company had transactions with certain officers and directors of the Company as follows: management fees incurred - $31,943; geological services incurred - $12,506; cash advances to the Company - $2,128; settlement of amounts owing by the issuance of share of common stock at $0.30 per share - $15,929; cash advances repaid by the Company - $46,136. As at December 31, 2004, $8,486 is owing to these related parties of which $927 has been included in accounts payable. During the period ended March 31, 2005, the Company had transactions with certain officers and directors of the Company as follows: management fees incurred - $27,655; geological services incurred - $23,400; cash advances repaid by the Company - $40,338. As at March 31, 2005, $20,897 is owing to these related parties. Amounts owing to related parties are unsecured, non-interest bearing and without specific terms of repayment. NOTE 9: SUBSEQUENT EVENTS - -------------------------------------------------------------------------------- On May 18, 2005, the Company issued 260,000 shares of common stock in connection with private placements of common stock at a price of $0.50 per share for total proceeds of $130,000. The Company plans to file a prospectus and registration statement with the Securities and Exchange Commission in the United States that covers the resale by certain selling shareholders of 2,235,722 shares of common stock which were 47 NOTE 9: SUBSEQUENT EVENTS - continued issued from August 23, 2004 through May 18, 2005 in connection with private placements. 48 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS Nevada Revised Statute Section 78.7502 provides that: (i) a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; (ii) a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and (iii) to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. Nevada Revise Statute Section 78.751 provides that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) by our stockholders; (b) by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; 49 INDEMNIFICATION OF DIRECTORS AND OFFICERS - continued (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or (e) by court order. Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to our company, any of our stockholders or any other for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada. Further, our Bylaws provide that we shall, to the fullest and broadest extent permitted by law, indemnify all persons whom we may indemnify pursuant thereto. We may, but shall not be obligated to, maintain insurance, at our expense, to protect ourselves and any other person against any liability, cost or expense. We shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors. Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses in connection with this registration: SEC Registration Fees $ 132 Printing and Engraving Fees (1) $ 500 Accounting Fees and Expenses (1) $ 2,000 Legal Fees and Expenses (1) $17,000 Transfer Agent Fees and Expenses (1) $ 1,500 Miscellaneous $ 1,000 ---------- Total (1) $22,132 (1) We have estimated these amounts. RECENT SALES OF UNREGISTERED SECURITIES During the past three years, we have sold unregistered securities in private placement offerings, issued stock in exchange for debts or pursuant to contractual agreements as set forth below. 50 RECENT SALES OF UNREGISTERED SECURITIES - continued From May 16, 2003, through the date of this registration statement we issued 11,435,722 shares of our common stock to 54 individual and corporate investors, including our officers and directors, for aggregate proceeds of $799,125. 9,200,000 of these shares were issued at $0.002 per share to certain founders, officers, management, and directors. 1,685,722 of these shares were issued at $0.30 per share to other investors. From January 1, 2005, to the date of this registration statement, a further 550,000 shares were issued at $0.50 per share to other investors. We relied upon Regulation S with respect to the issuance of 9,749,719 shares of our common stock to 44 foreign investors, and Regulation D of the Securities Act of 1933, as amended (the "Act") with respect to the issuance of 1,686,003 shares of our common stock to 10 U.S. investors . Our officers and directors determined the sophistication of our investors, with 11 being determined as non-accredited investors and 43 being determined as accredited investors. Each investor completed a subscription agreement whereby the investors certified that they were purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend. EXHIBITS Exhibit Number Description - -------------- ------------------------------- 3.1 Articles of Incorporation 3.2 Bylaws 3.3 Audit Committee Charter 3.4 Ethics Charter 5.1 Opinion and Consent of Counsel 23.1 Consent of Independent Auditor UNDERTAKINGS With regard to the securities of the registrant being registered pursuant to Rule 415 under the Securities Act the registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any additional or changed material information on the plan of distribution. 51 UNDERTAKINGS - continued (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. SIGNATURES In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has authorized this registration statement to be signed on its behalf by the undersigned in the city of Vancouver, British Columbia on July 31, 2005. URANIUM ENERGY CORP. By: /s/Amir Adnani -------------------------- Amir Adnani, President In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Date: July 31, 2005 /s/ AMIR ADNANI ------------------------------- Amir Adnani, President, Chief Executive Officer, and Chairman of the Board of Directors Date: July 31, 2005 /s/ GRANT ATKINS ------------------------------- Grant Atkins, Chief Financial Officer, Principal Accounting Officer and Director Date: July 31, 2005 /s/ STEVE JEWETT ------------------------------- Steve Jewett, Director Date: July 31, 2005 /s/ D. BRUCE HORTON ------------------------------- D. Bruce Horton, Director Date: July 31, 2005 /s/ ALAN LINDSAY ------------------------------- Alan Lindsay,Director 52 EX-3 2 exhibit_3-1.txt CERTIFICATE OF AMENDMENT EXHIBIT 3.1 Certificate of Amendment (PURSUANT TO NRS 78.386 and 78.390 Important: Read attached instructions before completing form. Certificate of Amendment to Articles of Incorporation ----------------------------------------------------- For Nevada Profit Corporation ----------------------------- (Pursuant to NRS 78.386 and 78.390 -After Issuance of Stock) 1. Name of corporation: - -------------------------------------------------------------------------------- CARLIN GOLD, INC. - -------------------------------------------------------------------------------- 2. The articles have been amended as follows (provide article numbers, if available). - -------------------------------------------------------------------------------- Article 1 has been amended to change the name of the corporation to: - -------------------------------------------------------------------------------- Uranium Energy Corp. 3. The vote by which the stockholders shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 80.77% 4. Effective date of filing (optional)________________________________________ (must not be later than 60 days after the corporation is filed) 5. Officer Signature (required): _____________________________________________ *If any proposed amendment would alter or change any preference of any relative or other right given to any class or series of outstanding shares, than the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. See attached fee schedule. 1
Articles of Incorporation (PURSUANT TO NRS 78) 1. Name of Corporation: Carlin Gold, Inc. 2. Resident Agent Name CSC Services of Nevada, Inc. and Street Address: ------------------------------------------------- (must be a Nevada address Name where process may be served) 502 East John Street Carson City, NEVADA 89706 ------------------------------------------------- Physical Street Address City Zip Code 3. Shares: Number of shares Number of shares with par value: 75,000,000 Par value: $0.001 without par value: ___________ 4. Names, Addresses, The First Board of Directors/Trustees shall consist of _______ addresses are as follows: Number of Board of Directors/Trustees: 1. Alan Lindsey Name Unit #1, 8765 Ash Street, Vancouver, B.C. Canada V6P 6T3 ------------------------------------------------------------ Street Address City State Zip Code 2.__________________________________________________________ Name ____________________________________________________________ Street Address City State Zip Code 3.__________________________________________________________ Name ____________________________________________________________ Street Address City State Zip Code 4.__________________________________________________________ Name ____________________________________________________________ Street Address City State Zip Code 5. Purpose: (optional - see instructions) The purpose of this Corporation shall be: ___________________________________________________________________ 6. Other Matters: (see instructions) Number of additional pages attached: 1 7. Name, Addresses s/CSC Services of Nevada, Inc. ________________________________ and Signatures of Name Signature Incorporators: 502 East John Street Carson City, NEVADA 89706 (attached additional pages if ------------------------------------------------------------------ there are more than 2 Address City Zip Code incorporators) _______________________________ _________________________________ Name Signature _______________________________________ __________________________ Street Address City State Zip Code 8. Certificate of I, CSC Services of Nevada, Inc. hereby accept appointment as Resident Agent for the Appointment of above CSC Services of Nevada, Inc. named corporation. Resident Agent: By:_____________________________________________ 5/16/2003 Authorized Signature of R.A. or On Behalf of R.A. Company Date
No director or officer of this corporation shall have any personal liability to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada General Corporation Law. Any repeal or modification of this article by the stockholders of this corporation shall not adversely affect any right or protection of any director of this corporation existing at the time of such repeal or modification. EX-3 3 exhibit_3-2.txt BYLAWS EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF URANIUM ENERGY CORP. As in effect on September 27, 2004 1 TABLE OF CONTENTS ARTICLE I OFFICES
Page 1.1 Business Office 1 1.2 Registered Office 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 2 2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender; Penalties for Failure to Comply 2 2.5 Lost, Stolen or Destroyed Certificates 2 2.6 Transfer of Shares 3 2.7 Restrictions on Transfer of Shares 3 2.8 Transfer Agent 3 2.9 Close of Transfer Book and Record Date 3 ARTICLE III STOCKHOLDERS AND MEETINGS THEREOF 3.1 Stockholders of Record 4 3.2 Meetings 4 3.3 Annual Meeting 4 3.4 Special Meetings 4 3.5 Actions at Meetings not Regularly Called: Ratification and Approval 4 3.6 Notice of Stockholders' Meeting: Signature; Contents; Service; Waiver 5 3.7 Consent of Stockholders in Lieu of Meeting 5 3.8 Voting Record 5 3.9 Quorum 6 3.10 Manner of Acting 6 3.11 Stockholders' Proxies 6 3.12 Voting of Shares 6 3.13 Voting by Ballot 6 3.14 Cumulative Voting 6 3.15 Stockholder Nominations and Proposals 7
2 Page ARTICLE IV DIRECTORS, POWERS AND MEETINGS 4.1 Board of Directors 9 4.2 General Powers 9 4.3 Performance of Duties 9 4.4 Regular Meetings 10 4.5 Special Meetings 10 4.6 Notice 10 4.7 Waiver of Notice 10 4.8 Participation by Electronic Means 10 4.9 Quorum and Manner of Acting 10 4.10 Organization 11 4.11 Informal Action by Directors 11 4.12 Vacancies 11 4.13 Compensation 11 4.14 Removal of Directors 11 4.15 Resignations 11 ARTICLE V COMMITTEES 5.1 Executive Committee 12 5.2 Audit Committee 12 5.3 Compensation Committee 13 5.4 Nominating/Governance Committee 13 ARTICLE VI OFFICERS 6.1 Number of Officers 14 6.2 Election and Term of Office 14 6.3 Removal 14 6.4 Vacancies 14 6.5 Powers 14 6.6 Compensation 16 6.7 Bonds 16 ARTICLE VII INDEMNIFICATION 16 ARTICLE VIII DIVIDENDS 17 3 Page ARTICLE IX FINANCE 9.1 Reserve Funds 16 9.2 Banking 16 ARTICLE X CONTRACTS, LOANS AND CHECKS 10.1 Execution of Contracts 16 10.2 Loans 17 10.3 Checks 17 10.4 Deposits 17 ARTICLE XI FISCAL YEAR 17 ARTICLE XII CORPORATE SEAL 17 ARTICLE XIII AMENDMENTS 17 ARTICLE XIV ADDITIONAL COMMITTEES 18 14.1 Appointment 18 14.2 Authority 18 14.3 Tenure and Qualifications 18 14.4 Meetings 18 14.5 Quorum 18 14.6 Informal Action by a Committee 19 14.7 Vacancies 19 14.8 Resignations and Removal 19 14.9 Procedure 19 ARTICLE XV EMERGENCY BYLAWS 19 CERTIFICATE 19 4 ARTICLE I OFFICES 1.1 Business Office. The principal office and place of business of the corporation is located at T13 - 1501 Howe Street, Vancouver, B.C. V6Z 2P8. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require. 1.2 Registered Office. The registered office of the corporation, required by the Nevada Revised Statutes to be maintained in the State of Nevada, may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with the procedures set forth in the Nevada Revised Statutes. ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation. The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars. 2.2 Stock Certificates: Facsimile Signatures and Validation. (A) Ownership of stock in the corporation shall be evidenced by certificates of stock in such forms as shall be prescribed by the Board of Directors, certifying the number of shares owned by such stockholder in the corporation, and shall be under the seal of the corporation and signed by the President or the Vice-President and also by the Secretary of by an Assistant Secretary. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar, then a facsimile of the signature of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. (B) All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby with the number of such shares and the date of issue shall be entered on the corporation's books; certificates shall only be printed or entered into the corporation's books in the name of the beneficial owner of the shares of the corporation's stock. (C) In the event any officer who shall have signed, or whose facsimile signature shall have been used on, any such certificate shall cease to be such officer of the corporation, whether because of death, resignation or otherwise, before such certificate shall have been delivered by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon, had not ceased to be such officer of the corporation. 2.3 Fractions of Shares: Issuance: Payment of Value or Issuance of Scrip. The corporation is not obligated to, but may, execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may, upon resolution of the Board of Directors: (A) make payment to any person otherwise entitled to become a holder of a fractional share, which payment shall be in accordance with the provisions of the Nevada Revised Statutes; or 5 ARTICLE II - continued (B) execute and deliver registered or bearer scrip over the manual signature or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may contain any other provisions or conditions that the corporation, by resolution of the Board of Directors, deems advisable. 2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender: Penalties for Failure to Comply. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as hereinafter provided with respect to lost, stolen or destroyed certificates. When the Certificate or Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason in the discretion of the Board of Directors, to cancel any outstanding certificate or shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors shall order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. Such order may provide that no holder of any such certificate so ordered to be surrendered shall be entitled to vote or to receive dividends or exercise any of the other rights of stockholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance. The duty of surrender of any outstanding certificates may also be enforced by action at law. 2.5 Lost. Stolen or Destroyed Certificates. Any stockholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed. 2.6 Transfer of Shares. Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof. No transfer of stock shall be valid as against the corporation unless the certificate is delivered and surrendered to the corporation for cancellation of the certificate therefore, accompanied by an assignment or transfer by the owner therefor, made either in person or under assignment, and a new certificate shall be issued therefor. Upon such presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada. 6 ARTICLE II - continued 2.7 Restrictions on Transfer of Shares. Subject to the limitation imposed by Section 104.8204, Nevada Revised Statutes, a written restriction on the transfer or registration of transfer of a security of the corporation may be enforced against the holder of the restricted security or any successor or transferee of the holder. A restriction on the transfer or registration of transfer of the securities of the corporation may be imposed either by the Certificate of Incorporation, the Bylaws or by an agreement among any number of security holders or between one or more such holders and the corporation. No restriction so imposed is binding with respect to securities issued prior to the adoption of the restriction, unless the holders of the securities are parties to an agreement or voted in favor of the restriction. 2.8 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation. He shall maintain a stock transfer book, the stubs of which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Section 3.8, the names and addresses of the stockholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Each stockholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book. 2.9 Close of Transfer Book and Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. 7 ARTICLE III STOCKHOLDERS AND MEETINGS THEREOF 3.1 Stockholders of Record. Only stockholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada. 3.2 Meetings. Meetings of stockholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting. 3.3 Annual Meeting. The annual meeting of stockholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution at any time within the first twelve months following the close of the corporation's full term fiscal year. If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. 3.4 Special Meetings. Special meetings of the stockholders of the corporation may be called by the Chairman of the Board of Directors or the Board of Directors. 3.5 Actions at Meetings Not Regularly Called: Ratification and Approval. Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is-made at the time. If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing. 3.6 Notice of Stockholders' Meeting: Signature: Contents, Service Waiver. The notice of stockholders meetings shall be in writing and signed by the President or a Vice President, or the Secretary, or the Assistant Secretary, or by such other person or persons as designated by the Board of Directors. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held. A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears on the records of the corporation, and upon such 8 ARTICLE III - continued mailing of any such notice the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership. Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting. Such waiver shall be deemed equivalent to any notice required to be given pursuant to the Articles of Incorporation, the Bylaws, or the Nevada Revised Statutes. 3.7 Consent of Stockholders' in Lieu of Meeting. Any action which may be taken by the vote of stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, except that: (A) If any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and (B) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in the Articles of Incorporation, the bylaws or the Nevada Revised Statutes. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed. 3.8 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders. 3.9 Quorum. One-third (1/3) of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada Revised Statutes and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 9 ARTICLE III - continued 3.10 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws. 3.11 Stockholders' Proxies. At any meeting of the stockholders of the corporation, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation. 3.12 Voting of Shares. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter. 3.13 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot. 3.14 Cumulative Voting. No stockholder shall be permitted to cumulate his votes. ARTICLE IV DIRECTORS, POWERS AND MEETINGS 4.1 Board Of Directors. The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than ten (10) directors who shall be natural persons of at least 18 years of age but who need not be stockholders of the corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of stockholders and until their successors shall have been elected and shall qualify. The Board of Directors may increase or decrease the number of directors by resolution. 4.2 General Powers. The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders including, but without thereby limiting the generality of the foregoing, the power to create and to delegate, with power to subdelegate, any of its powers to any committee. The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, 10 ARTICLE IV - continued attorneys, accountants, and other persons to render services to the corporation. Any contractor or conveyance, otherwise lawful, made in the name of the corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory. 4.3 Performance Of Duties. A director of the corporation shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are: (A) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (B) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or (C) A committee of the board upon which he does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. 4.4 Regular Meetings. A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution. 4.5 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them. 4.6 Notice. Written notice of any special meeting of directors shall be given as follows: (A) By mail to each director at his business address at least three (3) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid; or 11 ARTICLE IV - continued (B) By personal delivery or telegram at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 4.7 Waiver of Notice. Whenever any notice whatever is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 4.8 Participation by Electronic Means. Unless otherwise restricted, members of the Board of Directors or any committee thereof, may participate in a meeting of such board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof. The minutes may be signed in counterparts. 4.9 Quorum and Manner of Acting. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the laws of the State of Nevada or by the Articles of Incorporation or these Bylaws. 4.10 Organization. The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the Board of Directors and at all meetings of the stockholders. If there shall be no chairman present, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting. 4.11 Informal Action By Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all the members of the board or such committee. Such written consent shall be filed with the minutes of proceedings of the board or committee. 4.12 Vacancies. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholders. 12 ARTICLE IV - continued 4.13 Compensation. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 4.14 Removal of Directors. Any director may be removed by the shareholders of the voting group that elected the director, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal. 4.15 Resignations. A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective. ARTICLE V COMMITTEES 5.1 Executive Committee. (A) The Board of Directors may appoint an executive committee consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Director. The Board of Directors may at any time, without notice, remove and replace any member of the executive committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the executive committee shall have a charter that will be approved and revised as appropriate, from time to time by the executive committee and the Board of Director. In general terms the functions of the executive committee shall be those as set forth in the charter. (C) The executive committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The executive committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the executive committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the executive committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.2 Audit Committee. (A) The Board of Directors may appoint an audit committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the audit committee. 13 ARTICLE V - continued (B) Subject to the provisions of Section 4.2 of these bylaws, the audit committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the audit committee shall be those as set forth in the charter. (C) The audit committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The audit committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The audit committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the audit committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the audit committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.3 Compensation Committee. (A) The Board of Directors may appoint a compensation committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the compensation committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the compensation committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the compensation committee shall be those as set forth in the charter. (C) The compensation committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The compensation committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The compensation committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the compensation committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the compensation committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.4 Nominating/Governance Committee. (A) The Board of Directors may appoint a nominating/governance committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the nominating/governance committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the nominating/governance committee shall have a charter that will be approved and revised as appropriate, from time to time by the nominating/governance committee and the Board of Directors. In general terms, the functions of the 14 ARTICLE V - continued nominating/governance committee shall be those as set forth in the charter. (C) The nominating/governance committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The nominating/governance committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The nominating/governance committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the nominating/governance committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the nominating/governance committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. ARTICLE VI OFFICERS 6.1 Number. The officers of the corporation shall be a President, a Secretary, a Treasurer, and a registered agent, and who shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person. 6.2 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 6.3 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 6.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select. 6.5 Powers. The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors. (A) President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the corporation. The President shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, 15 ARTICLE VI - continued contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. (B) Vice President. If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (C) Secretary. The Secretary shall: keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (D) Assistant Secretary. The Assistant Secretary, when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary. An Assistant Secretary shall perform such other duties as may be assigned to him by the President or by the Secretary. (E) Treasurer. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President. The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors. In the absence or disability of the President and Vice President or Vice Presidents, the Treasurer shall perform the duties of the President. 16 ARTICLE VI - continued (F) Assistant Treasurer. An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer. He shall perform such other duties as may be assigned to him by the President or by the Treasurer. 6.6 Compensation. All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. 6.7 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. ARTICLE VII INDEMNIFICATION The corporation shall, to the fullest and broadest extent permitted by law, indemnify all persons whom it may indemnify pursuant thereto. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any other person against any liability, cost or expense. The foregoing provision of this section shall be deemed to be a contract between the corporation and each person who may be indemnified pursuant to this section at any time while this section and the relevant provisions of the General Corporation Law of Nevada and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Notwithstanding the foregoing provisions of this section, the corporation shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors. ARTICLE VIII DIVIDENDS The Board of Directors from time to time may declare and the corporation may pay dividends on its outstanding shares upon the terms and conditions and in the manner provided by law and the Articles of Incorporation. ARTICLE IX FINANCE 9.1 Reserve Funds. The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose. 17 ARTICLE IX - continued 9.2 Banking. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time. ARTICLE X CONTRACTS, LOANS AND CHECKS 10.1 Execution of Contracts. Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business. 10.2 Loans. No loans shall be contracted on behalf of the corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or institution, firm, corporation or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corporation as security for the payment of such loans. Such authority, in the Board of Directors discretion, may be general or confined to specific instances. 10.3 Checks. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors. 10.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XI FISCAL YEAR The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors. ARTICLE XII CORPORATE SEAL The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL." 18 ARTICLE XIII AMENDMENTS Any Article or provision of these Bylaws may be altered, amended or repealed at any time, or new Bylaws may be adopted at any time, by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present, in the sole and absolute discretion of the Board of Directors. ARTICLE XIV ADDITIONAL COMMITTEES 14.1 Appointment. Notwithstanding Article IX, the Board of Directors by resolution adopted by a majority of the full Board, may designate one or more additional committees, each committee to consist of one or more of the directors of the corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. 14.2 Authority. Any such additional committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the committee and except also that the committee shall not have the authority of the Board of Directors in reference to declaring dividends and distributions, recommending to the stockholders that the Articles of Incorporation be amended, recommending to the stockholders the adoption of a plan of merger or consolidation, filling vacancies on the Board of Directors or any committee thereof, recommending to the stockholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the stockholders a voluntary dissolution of the corporation or a revocation thereof, authorize or approve the issuance or reacquisition of shares, or amending the Bylaws of the corporation. 14.3 Tenure and Qualifications. Each member of such additional committee shall hold office until the next regular annual meeting of the Board of Directors following the designation of such member and until his successor is designated as a member of such committee and is elected and qualified. 14.4 Meetings. Regular meetings of any additional committee may be held without notice at such time and places as the committee may fix from time to time by resolution. Special meetings of any additional committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the committee at his business address. Any member of any such additional committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of any such additional committee need not state the business proposed to be transacted at the meeting. 14.5 Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and any action of such committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. 19 ARTICLE XIV - continued 14.6 Informal Action by a Committee. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof. 14.7 Vacancies. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board of Directors. 14.8 Resignations and Removal. Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of a committee may resign from such committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 14.9 Procedure. A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken. ARTICLE XV EMERGENCY BYLAWS The Emergency Bylaws provided in this Article XV shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Nevada Revised Statutes. To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative. During any such emergency: (A) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting. (B) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting. (C) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do. (D) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. 20 ARTICLE XV - continued (E) No officer, director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the Bylaws then in effect. (F) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. CERTIFICATE I hereby certify that the foregoing Amended and Restated Bylaws, consisting of 19 pages, including this page, constitute the Bylaws of URANIUM ENERGY CORP., as in effect on September 27, 2004. /s/Admir Adnani, President -------------------------------- Admir Adnani /s/ Jonathan Lindsey, Secretary -------------------------------- Jonathan Lindsey 21 EX-99 4 exhibit_3-3.txt AUDIT COMMITTEE CHARTER EXHIBIT 3.3 CHARTER OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF URANIUM ENERGY CORP. Organization ------------ This Charter governs the operations of the Audit Committee of Uranium Energy Corp., a Nevada corporation (the "Company"). The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company and to perform such other duties as directed by the Board of Directors. The Audit Committee shall review and reassess the Charter at least annually and obtain the approval of the Board of Directors of the Company. The Audit Committee shall meet at least four times per year. The Audit Committee shall be appointed by the Board of Directors, and shall consist of at least three directors. The Board of Directors shall appoint one member of the Audit Committee as chairperson. He or she shall be responsible for presiding over the meetings and reporting to the Board of Directors. The chairperson shall also maintain regular liaison with the Chief Executive Officer and the Chief Financial Officer of the Company, and the lead independent audit partner. All Audit Committee members shall be financially literate and able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement. At least one member shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Each member of the Audit Committee shall be independent of management and the Company and shall: (i) be free of any relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director; (ii) meet the definition of "independent director" as set forth in the Marketplace Rules of The Nasdaq Stock Market; (iii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (subject to the exceptions provided in Rule 10A-3(c); and (iv) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past two years. Statement of Policy ------------------- The Audit Committee shall provide assistance to the Board of Directors in fulfilling their oversight responsibilities to the shareholders, potential shareholders, the investment community, and others relating to the Company's financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Company's financial statements, and the legal compliance and ethics programs established by management and the Board of Directors. 1 Statement of Policy - continued The Audit Committee is expected to maintain free and open communication (including private executive sessions at least annually) with the independent accountants and the management of the Company. In discharging this oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and the power to retain outside counsel or other experts for this purpose. Subject to the exemptions provided in Rule 10A-3(c), the Audit Committee has the authority to engage independent counsel and other advisers, as it deems necessary to carry out its duties. Subject to the exemptions provided in Rule 10A-3(c), the Company will provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Directors, for payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisers employed by the Audit Committee under the previous sentence; and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. Responsibilities and Processes ------------------------------ The primary responsibility of the Audit Committee is to oversee the Company's financial reporting process on behalf of the Board of Directors and report the results of their activities to the Board of Directors. Management is responsible for preparing the Company's financial statements, and the independent auditors are responsible for reviewing and auditing those financial statements. The Audit Committee as carrying out its responsibilities believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Audit Committee should take the appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior. The following shall be the principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Audit Committee may supplement them as appropriate. Independent Auditor Evaluation and Approval of Audit and Non-Audit Services --------------------------------------------------------------------------- o The Audit Committee shall have the ultimate authority and responsibility to evaluate and, where appropriate, recommend the replacement of the independent auditors. The Audit Committee shall ensure that (pursuant to and subject to the exceptions contained in Section 10A(i) of the Exchange Act) before an independent auditor is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee or the engagement to render the service is entered into pursuant to pre-approved policies and procedures established by the Audit Committee pursuant to Regulation S-X, Item 2-01(c)(7)(i). The Audit Committee may delegate to one or more designated members of the Audit Committee who are independent directors of the Board of Directors the authority to grant pre-approvals required by this paragraph. The decisions of any member to whom authority is delegated under this paragraph to pre-approve any activity under this paragraph shall be presented to the full Audit Committee at each of its scheduled meetings. Annually, the Audit Committee shall review and recommend to the Board of Directors the selection of the Company's independent auditors, subject to shareholder approval. 2 Independent Auditor Evaluation and Approval of Audit and Non-Audit Services - continued o The Audit Committee is authorized to approve a director of internal audit and review and have veto power over the appointment, replacement, reassignment or dismissal of the director of internal audit. Planning and Reviewing Auditing Activities ------------------------------------------ o The Audit Committee shall maintain a clear understanding with management of the Company and the independent auditors that the independent auditors are ultimately accountable to the Board of Directors and the Audit Committee, as representatives of the Company's shareholders. The Audit Committee shall discuss with the auditors their independence from management and the Company and the matters included in the written disclosures required by the Independence Standards Board. The Audit Committee shall discuss with the independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and compensation. Also, the Audit Committee shall discuss with management and the independent auditors the adequacy and effectiveness of the accounting and financial controls, including the Company's system to monitor and manage business risk, and legal and ethical compliance programs. Further, the Audit Committee shall meet separately with the independent auditors, with and without management present, to discuss the results of their examinations. o The Audit Committee shall receive from the independent auditors a formal written statement (including the written disclosures) delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No. 1, and actively engage in dialogue with the independent auditors with respect to the independent auditors' independence and any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and taking or recommending that the Board of Directors take appropriate action to oversee the independence of the independent auditors. o The Audit Committee shall oversee the independent auditors relationship by: (i) discussing with the independent auditors the nature, scope and rigor of the audit process; (ii) receiving and reviewing audit and other reports from the independent auditors; and (iii) providing the independent auditors full access to the Audit Committee and the Board of Directors to report on any and all appropriate matters. Such reports shall include any reports from the independent auditors concerning: (i) all critical accounting policies and practices to be used; (ii) all significant or material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (iii) other material written communications between the independent auditor and management of the Company, such as any management letter of schedule of unadjusted differences. Review of Unaudited and Audited Financial Statements ---------------------------------------------------- o The Audit Committee shall review the interim financial statements with management and the independent auditors prior to the filing of the Company's Quarterly Reports on Form 10-QSB. Also, the Audit Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Audit Committee by the independent auditors under 3 Review of Unaudited and Audited Financial Statements - continued generally accepted auditing standards. The chairperson of the Audit Committee may represent the entire Audit Committee for the purposes of this review. o The Audit Committee shall review with management and the independent auditors the financial statements to be included in the Company's Annual Report on Form 10-KSB, including their judgment about the quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Also, the Audit Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Audit Committee by the independent auditors under generally accepted auditing standards. These discussions should include the independent auditors' judgments about the quality of the Company's accounting principles, applications and practices as applied in its financial reporting, including such matters as the consistency of application of the Company's accounting policies, the clarity, consistency and completeness of the Company's accounting information contained in the financial statements and related disclosures, and items that have a significant impact on the representational faithfulness, verifiability, neutrality and consistency of the accounting information included in the financial statements. Examples of items that may have such an impact are: (i) selection of new, or changes to, accounting policies; (ii) estimates, judgments and uncertainties; (iii) unusual transactions; (iv) accounting policies relating to significant financial statement items, including the timing of transactions and the period in which they are recorded; (v) significant adjustments; and (vi) disagreements with management. Review of Conflicts of Interest/Litigation ------------------------------------------ o The Audit Committee shall review policies and procedures covering officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of those areas by the internal auditor or the independent auditors. o The Audit Committee shall conduct an appropriate review of all related party transactions required to be disclosed pursuant to Regulation S-K, Item 404 of the Securities Act of 1933, as amended, for potential conflict of interest situations on an ongoing basis and approving all such transactions. o The Audit Committee shall discuss with management the status of pending litigation as it pertains to the financial statements and disclosure, and other areas of oversight as the Audit Committee deems appropriate. Compliance with Law and Procedures for Handling Complaints about Accounting Matters --------------------------------------------------------------------------- o The Audit Committee shall review legal and regulatory matters that may have a material effect on the Company's financial statements, compliance policies and programs and reports from regulators. o The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the 4 Compliance with Law and Procedures for Handling Complaints about Accounting Matters - continued confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters (subject to the exemptions provided in Rule 10A-3(c)). Periodic Reports to the Board of Directors ------------------------------------------ o The Audit Committee shall review the annual budget prepared by management and make recommendations as indicated to management and the Board of Directors. o The Audit Committee shall report its activities to the Board of Directors and issue annually a report. o The Audit Committee shall review and update the Audit Committee's charter annually. Responsibilities of Others -------------------------- While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to prepare financial statements, to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rule and regulations. These are the responsibilities of management and the independent auditors. Dated: September 27, 2004 5 EX-99 5 exhibit_3-4.txt ETHICS CHARTER EXHIBIT 3.4 URANIUM ENERGY CORP. CODE OF BUSINESS CONDUCT AND ETHICS POLICY This code of business conduct and ethics policy of Uranium Energy Corp., a Nevada corporation (the "Company") was adopted by the Board of Directors of the Company on April 30, 2005. 1. Purpose. The Board of Directors of the Company has adopted the following Code of Business Conduct and Ethics Policy (the "Code") for the directors and officers of the Company. This Code is intended to describe the core values and beliefs of the Company and to provide the foundation for all business conduct. The Code is further intended to focus the Board of Directors and each director and officer on areas of ethical risk, provide guidance to directors and officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. The Company's guidelines for conducting business are consistent with the highest standards of business ethics. Each director and officer must comply with the letter and spirit of this Code. No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors and officers. Directors and officers are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chair of the Ethics Committee (the "Committee"), who may consult with legal counsel as appropriate. 2. Introduction. Each director and officer is expected to adhere to a high standard of ethical conduct. The good name of any corporation depends on the way it conducts its business and the way the public perceived that conduct. Unethical actions, or the appearance of unethical actions, are not acceptable. Directors and officers are expected to be guided by the following principles in carrying out their responsibilities. o Loyalty. No director or officer should be or appear to be subject to influences, interests of relationships that conflict with the best interests of the Company. o Compliance with Applicable Laws. The Company, its directors, officers and its employees are expected to comply with laws and regulations applicable to the Company's activities. o Observance of Ethical Standards. In the conduct of their duties, each director and officer must adhere to high ethical standards that include honesty and fairness. All employees of the Company have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action 1 2. Introduction - continued to safeguard the reputation and integrity of the Company, its directors and officers, and employees. 3. Conflicts of Interest Directors and officers must avoid any conflicts of interest between the director or officer, as the case may be, and the Company. Any situation that involved or may involve a conflict of interest with the Company should be disclosed promptly to the Chair of the Ethics Committee, who may consult with legal counsel as appropriate. A "conflict of interest" can occur when a director's or an officer's personal interest is adverse to, or may appear to be adverse to, the interests of the Company as a whole. Conflicts of interest also arise when a director, an officer, or a member of his or her immediate family received improper personal benefits as a result of his or her position as a director or officers of the Company. For guidance, the New York Stock Exchange Rule 303A(2)(b) defines "immediate family" to include a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than employees) who share such person's home. This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors and officers must refrain, however, are set out below. o Improper conduct and activities. Directors and officer may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship. o Compensation from non-Company sources. Directors and officer may not accept compensation (in any form) for services performed for the Company from any source other than the Company unless approved by the Ethics Committee and the Board of Directors. o Gifts. Directors, officers and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence the director's or officer's actions or where acceptance of the gifts could create the appearance of a conflict of interest. All gifts must be disclosed to the Company. o Personal use of Company assets. Directors and officers may not use Company's assets, labor or information for personal use, unless approved by the Ethics Committee and the Board of Directors or as part of a compensation or expense reimbursement program available to directors or officers. 4. Corporate Opportunities. Directors and officers are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) suing the Company's property, information or position for personal gain; or (c) competing with the Company for business opportunities; provided, however, if the Company's disinterested directors determine that the Company will not purse an opportunity that relates to the Company's business, after disclosure of all material facts by the director seeking to pursue the opportunity, the director may do so. 2 5. Confidentiality. Directors and officers should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company and its business that comes to them, from whatever source, in their capacity as a director or officer, as the case may be, except when disclosure is authorized or legally mandated. For purposes of this Code, "confidential information" includes all non-public information relating to the Company and its business operations that might be of use to competitors or members of the public or potentially harmful to the Company if disclosed (including news that has not yet been released but that would greatly benefit the Company in the public's eye). Unauthorized disclosure of confidential information could cause competitive harm to the Company and could result in legal liability. 6. Protection and Use of Company Assets. The Company's directors and officers should protect the assets of the Company and ensure their efficient use of legitimate business purposes. Theft, carelessness and waste have a direct impact on the Company's profitability. The use of the funds or assets of the Company for any unlawful or improper purpose is strictly prohibited. The directors and officers of the Company may not use the assets of the Company for their personal benefit. To ensure the protection and proper use of the Company's assets, each director and officer should: (a) exercise reasonable care to prevent theft, damage or misuse of the Company's property, whether tangible or intangible; (b) promptly report the actual or suspected theft, damage or misuse of the Company's property; (c) safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and (d) use the Company's property and assets for legitimate business purposes. 7. Accuracy of Financial Reports and Other Public Communications. The Company is a public company and is required to report its financial results and other information about its business to the public and the Securities and Exchange Commission. The Company is subject to various securities laws and regulations. The Company's policy is to disclose in accordance with all applicable requirements accurate and complete information regarding the Company and its business, financial condition, and results of operations. Inaccurate, incomplete or untimely reporting can severely damage the Company' or result in legal liability. The directors and officers of the Company should be on guard for any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to: o Financial results that seem inconsistent with the performance of the underlying business. o Transactions that do not seem to have an obvious business purpose. o Requests to circumvent ordinary review and approval procedures. The Company's Chief Financial Officer has a special responsibility to ensure that all of the Company's financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Ethics Committee. 3 8. Corporate Records. Accurate and reliable records are crucial to the Company and its business and form the basis of the Company's earnings statements, financial reports and other disclosure to the public. The Company's records are the source of essential data that guide business decision-making and strategic planning. All records of the Company must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. The directors and officers are responsible for understanding and complying with the Company's record keeping policy. 9. Compliance with Laws, Rules and Regulations; Fair Dealing. Directors and officers shall comply and oversee policies designed to promote compliance by the Company's employees, officers and directors with laws, rules and regulations applicable to the Company, including insider trading laws. Directors and officers shall oversee policies designed to promote ethical dealing by employees and officers with the Company's suppliers, competitors and other third parties involved in contractual relations with the Company. 10. Encouraging the Reporting of Illegal or Unethical Behavior. Directors and officers should promote ethical behavior and encourage an environment in which the Company: (a) encourages communication with the Company's officers or other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages the reporting of violation of laws, rules or regulation to the Company's officers or other appropriate personnel; and (c) informs directors, officers and employees that the Company will not allow retaliation for reports made in good faith. All officers and employees of the Company have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Any violation or suspect violation of this Code must be reported to the Ethics Committee, who will work to investigate such concern. All questions or reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Ethics Committee and the Company will protect confidentiality to the extent possible, consistent with the law and the Company's need to investigate. 4 EX-5 6 exhibit_5-1.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 5.1 Legal Opinion and Consent of Counsel THE O'NEAL LAW FIRM, P.C. 17100 East Shea Boulevard Suite 400-D Fountain Hills, Arizona 85268 480-812-5058 480-816-9241 (fax) OPINION OF COUNSEL AND CONSENT OF COUNSEL TO: Board of Directors Uranium Energy Corp. RE: Registration Statement on Form SB-2 Gentlemen: As counsel to Uranuim Energy Corp., a Nevada corporation (the "Company"), we have participated in the preparation of the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the registration of 2,235,722 shares of the Company's $0.001 par value common stock on behalf of the Company's existing shareholders. As counsel to the Company, we have examined such corporate records, certificates and other documents of the Company, and made inquiries of such officers of the Company, as we have deemed necessary or appropriate for purposes of this opinion. We have also examined the applicable laws of the State of Nevada, provisions of the Nevada Constitution, and reported judicial decisions interpreting such laws. Based upon such examinations, we are of the opinion that the shares of the Company's common stock to be offered pursuant to the Registration Statement have been validly issued, fully paid and are non-assessable shares of the shares of the common stock of the Company. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement on Form SB-2 filed by the Company and the reference to our firm contained therein under "Legal Matters". Sincerely, /s/ THE O'NEAL LAW FIRM, P.C. - ----------------------------- Fountain Hills, Arizona DATED: July 31, 2005. EX-23 7 exhibit_23-1.txt CONSENT OF INDEPENDENT AUDITOR EXHIBIT 23.1 (Dale Matheson Carr-Hilton LaBonte Letter Head) July 31, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth St. N.W. Washington DC 20549 Re: Uranium Energy Corp. (Formerly Carlin Gold Inc.). - Form SB-2 Registration Statement Dear Sirs: As independent registered public accountants, we hereby consent to the inclusion or incorporation by reference in this Form SB-2 Registration Statement dated July 31, 2005, of the following: o Our report to the Stockholders and Board of Directors of Uranium Energy Corp. (Formerly Carlin Gold Inc.) dated May 31, 2005 on the financial statements of the Company as at December 31, 2004 and 2003 and for the year ended December 31, 2004 and the period from May 16, 2003 (inception) to December 31, 2003. In addition, we also consent to the reference to our firm as experts in accounting and auditing included in this Registration Statement. Yours truly, /s/Dale Matheson Carr-Hilton LaBonte - ------------------------------------ Dale Matheson Carr-Hilton LaBonte Chartered Accountants Vancouver, British Columbia -----END PRIVACY-ENHANCED MESSAGE-----