-----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, V8OElpK1G3AgSM6FseOa4zYsPAK/7Zm96Qin9NY0EbA0WIW6ZyEfdx+LAUW8Jcc3 ZevqtkUSnIVYUNJD7tZElw== 0001199835-05-000711.txt : 20051228 0001199835-05-000711.hdr.sgml : 20051228 20051228161120 ACCESSION NUMBER: 0001199835-05-000711 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051227 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM ENERGY CORP CENTRAL INDEX KEY: 0001334933 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 980399476 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-51663 FILM NUMBER: 051289098 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 PRE 14C 1 uranium_14c.txt URANIUM PRE 14 C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement URANIUM ENERGY CORP. ------------------------- (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): [X] No Fee Required [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies:________. (2) Aggregate number of securities to which transaction applies:________. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined):_______. (4) Proposed maximum aggregate value of transaction:_____. (5) Total fee paid:_____. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. (1) Amount previously paid:______ (2) Form, Schedule or Registration Statement No.:______. (3) Filing Party: _________ (4) Date Filed: __________ 1 URANIUM ENERGY CORP. Austin Centre 701 Brazos, Suite 500 PMB#1 Austin, Texas 78701 INFORMATION STATEMENT Dated December 27, 2005 GENERAL This Information Statement is being circulated to the shareholders of Uranium Energy Corp., a Nevada corporation (the "Company"), in connection with the taking of corporate action without a meeting upon the written consent (the "Written Consent") of the holders of a majority of the outstanding shares of the Company's $0.001 par value common stock (the "Common Stock"). The names of the shareholders who will be signing the Written Consent and their respective equity ownership of the Company are as follows: (i) Isaiah Capital Trust holding of record 1,823,333 shares of Common Stock (13.37%); (ii) Golden West Investments holding of record 3,750,000 shares of Common Stock (27.49%); (iii) Amir Adnani holding of record 1,135,334 shares of Common Stock (12.01%); (iv) Alan Lindsay holding of record 870,858 shares of Common Stock (6.38%); (v) Ethny Lindsay holding of record 950,000 shares of Common Stock (6.96%); (vi) Randall Reneau holding of record 1,000,000 shares of Common Stock (7.33%); and (vii) James Davidson holding of record 727,667 shares of Common Stock (5.33%). WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. As more completely described below, the matters upon which action is proposed to be taken are: (i) to adopt an amendment (the "Amendment") to the Company's Articles of Incorporation, as amended (the "Articles"), to increase the authorized capital from 75,000,000 shares of Common stock to 750,000,000 shares of Common Stock; and (ii) to ratify the adoption of the 2005 stock option plan for key personnel of the Company, which includes the non-qualified stock option plan (the "Stock Option Plan"), and to ratify the grant of stock options pursuant to a stock option plan agreement and the grant of incentive stock options pursuant to an incentive stock option plan agreement. The date, time and place at which action is to be taken by written consent on the matters to be acted upon, and at which consents are to be submitted, is February 1, 2006 at 10:00 a.m. (Central Time) at Austin Centre, 701 Brazos, Suite 500 PMB#1, Austin, Texas 78701. This information statement is being first sent or given to security holders on approximately January 12, 2006. 2 VOTING SECURITIES AND VOTE REQUIRED On December 19, 2005, the Board of Directors authorized and approved, subject to shareholder approval, the corporate action, which the Board of Directors deemed to be in the best interests of the Company and its shareholders. The Board of Directors further authorized the preparation and circulation of this information statement and a shareholders' consent to the holders of a majority of the outstanding shares of the Company's Common Stock. There are currently 13,640,722 shares of the Company's Common Stock outstanding, and each share of Common Stock is entitled to one vote. The Written Consent of ten (10) or less shareholders of the Company holding at least 6,820,362 shares of the Common Stock issued and outstanding is necessary to approve the matters being considered. The record date for determining shareholders entitled to vote or give Written Consent is December 23, 2005 (the "Record Date"). Except for the Common Stock there is no other class of voting securities outstanding at this date. The matters upon which action is proposed to be taken are: (i) the approval of the Amendment to the Company's Articles to increase the authorized capital from 75,000,000 shares of Common stock to 750,000,000 shares of Common Stock; and (ii) to ratify the adoption of the Stock Option Plan, and to ratify the grant of stock options pursuant to a stock option plan agreement and the grant of incentive stock options pursuant to an incentive stock option plan agreement. The cost of this Information Statement, consisting of printing, handling and mailing of the Information Statement and related material, and the actual expense incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding the Information Statement to the beneficial owners of the shares of Common Stock, will be paid by the Company. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS CURRENT OFFICERS AND DIRECTORS As of the date of this Information Statement, the directors and executive officers of the Company 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 57 Chief Exploration Officer, and Director Johnathan Lindsay 29 Secretary D. Bruce Horton 61 Director Steve Jewett 67 Director Alan Lindsay 55 Director 3 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 the Company's 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 minerals exploration and financial communities. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia. Grant Atkins has been the Company's Chief Financial Officer and a Director since January 24, 2005. Mr. Atkins is also the chief executive officer, president, and a 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 the Company's Chief Exploration Officer since January 24, 2005. Mr. Reneau is registered as a Certified Professional Geologist with over thirty 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 ten 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 the Company's Secretary to Uranium Energy Corp. since its inception (formerly Carlin Gold Inc.), where he was responsible for organizing initial financing. 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 vice president 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 of the Company and member of the 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. 4 D. Bruce Horton has been a director of the Company 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 of the Company 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 chief executive officer 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 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 chief executive officer of AZCO Mining Inc. from 1992 to 2000. During his term, AZCO Mining Inc. obtained listings on both the Toronto and American Stock Exchanges. AZCO Mining Inc. 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, Randall Reneau, Golden West Investments, and the Isaiah Capital Trust 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 the Company, Johnathan Lindsay, is the son of Alan Lindsay, a director of the Company. Otherwise, there are no other family relationships among our directors or officers. AUDIT COMMITTEE As of the date of this Information Statement, the Company has created an Audit Committee, adopted an audit committee charter, and appointed members to the Audit Committee effective January 25, 2005. The Audit Committee is comprised of Messrs. Stephen Jewett and D. Bruce Horton, who are disinterested members. The Audit Committee's primary function is to provide advice with respect to the Company's financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, tax and legal compliance. The Audit Committee's primary duties and responsibilities are: (i) to serve as an independent and objective party to monitor the Company's financial reporting process and internal control system; (ii) to review and appraise the audit efforts of the Company's independent accountants; (iii) to evaluate the Company's quarterly financial performance as well as its compliance with laws and regulations; (iv) to oversee management's establishment and enforcement of financial policies and business practices; and (v) to provide an open avenue of communication among the independent accountants, management and the Board of Directors. 5 EXECUTIVE COMPENSATION During the last fiscal year, none of the directors of the Company were compensated for their roles as directors. Directors of the Company may be reimbursed for any out-of-pocket expenses incurred by them on behalf of the Company. Certain officers are paid for services provided to the Company as indicated below. We presently have no pension, health, annuity, insurance, profit sharing or similar benefit plans. From June 30, 2004 and as formalized in a letter agreement dated December 1, 2004, Randall Reneau has had a services agreement with the Company whereby he may perform geological consulting services for the Company in exchange for $350 per diem plus expenses. In the year ended December 31, 2004, Mr. Reneau has invoiced the Company and has been compensated in the amount of $12,506. Mr. Reneau has received compensation in the approximate amount of $62,461 for the nine month period ended September 30, 2005. Mr. Amir Adnani, the Company's President, has accrued compensation in the amount of $4,000 for fiscal year 2004 and $38,000 during the nine month period ended September 30, 2005. Mr. Johnathan Lindsay, the Company's Secretary, has accrued compensation in the amount of $25,171 for fiscal year 2004 and approximately $20,833 during the nine month period ended September 30, 2005. The Company does not have formal employment agreements with Mr. Adnani, Mr. Lindsay, or Mr. Atkins. Executive compensation is subject to change concurrent with the Company's compensation policy. 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/CEO Grant Atkins 2004 0 0 0 CFO Randall Reneau 2004 0 $12,506 0 Chief Exploration Officer Johnathan Lindsay 2004 $25,171 0 0 Secretary - -------------------------------------------------------------------------------- 6 STOCK OPTION PLAN On December 19, 2005, the Board of Directors of the Company authorized and approved the adoption of the 2005 stock option plan effective December 19, 2005 (the "Stock Option Plan"). The purpose of the Stock Option Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company. The Stock Option Plan is to be administered by the Board of Directors of the Company or a committee appointed by and consisting of two or more members of the Board of Directors, which shall determine (i) the persons to be granted Stock Options under the Stock Option Plan; (ii) the number of shares subject to each option, the exercise price of each Stock Option; and (iii) whether the Stock Option shall be exercisable at any time during the option period of ten (10) years or whether the Stock Option shall be exercisable in installments or by vesting only. The Stock Option Plan provides authorization to the Board of Directors to grant Stock Options to purchase a total number of shares of Common Stock of the Company, not to exceed 3,500,000 shares as at the date of adoption by the Board of Directors of the Stock Option Plan. At the time a Stock Option is granted under the Stock Option Plan, the Board of Directors shall fix and determine the exercise price at which shares of Common Stock of the Company may be acquired. In the event an optionee ceases to be employed by or to provide services to the Company for reasons other than cause, retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to ninety (90) calendar days after the effective date that his position ceases, and after such 90-day period any unexercised Stock Option shall expire. In the event an optionee ceases to be employed by or to provide services to the Company for reasons of retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to one-year after the effective date that his position ceases, and after such one-year period any unexercised Stock Option shall expire. No Stock Options granted under the Stock Option Plan will be transferable by the optionee, and each Stock Option will be exercisable during the lifetime of the optionee subject to the option period of ten (10) years or limitations described above. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one (1) year of his death or such longer period as the Board of Directors may determine. The exercise price of a Stock Option granted pursuant to the Stock Option Plan shall be paid in full to the Company by delivery of consideration equal to the product of the Stock Option in accordance with the requirements of the Nevada Revised Statutes. Any Stock Option settlement, including payment deferrals or payments deemed made by way of settlement of pre-existing indebtedness from the Company may be subject to such conditions, restrictions and contingencies as may be determined. 7 Incentive Stock Options The Stock Option Plan further provides that, subject to the provisions of the Stock Option Plan and prior shareholder approval, the Board of Directors may grant to any key individuals who are employees of the Company eligible to receive options one or more incentive stock options to purchase the number of shares of common stock allotted by the Board of Directors (the "Incentive Stock Options"). The option price per share of common stock deliverable upon the exercise of an Incentive Stock Option shall be at least 100% of the fair market value of the common shares of the Company, and in the case of an Incentive Stock Option granted to an optionee who owns more than 10% of the total combined voting power of all classes of the stock of the Company, shall not be less than 100% of the fair market value of the common shares of the Company. The option term of each Incentive Stock Option shall be determined by the Board of Directors, which shall not commence sooner than from the date of grant and shall terminate no later than ten (10) years from the date of grant of the Incentive Stock Option, subject to possible early termination as described above. On December 20, 2005, the Board of Directors authorized and approved the grant of an aggregate 3,150,000 Stock Options to key consultants, directors and officers under the Stock Option Plan. The following table represents those Stock Options granted to executive officers and directors of the Company: Options/SAR Grants Table - -------------------------------------------------------------------------------- Name Number of Exercise Price Date of Securities Underlying Expiration Options - -------------------------------------------------------------------------------- Alan Lindsay 400,000 $0.50 12/20/15 John Lindsay 200,000 0.50 12/20/15 Amir Adnani 135,000 0.50 12/20/15 Randall Reneau 135,000 0.50 12/20/15 Bruce Horton 50,000 0.50 12/20/15 Steve Jewett 50,000 0.50 12/20/15 Grant Atkins 200,000 0.50 12/20/15 Total 1,170,000 - -------------------------------------------------------------------------------- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of the Record Date concerning: (i) each person who is known by the Company to own beneficially more than five percent (5%) of the Company's outstanding Common Stock; (ii) each of the Company's executive officers, directors and key employees; and (iii) all executive officers and directors as a group. Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of Common Stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown. 8 (1) Name and Address of Beneficial Number of Nature Percentage Owner Shares Owned of Ownership Ownership - --------------------------------- ------------- -------------- --------------- (2) Amir Adnani 1,270,334 Direct 9.22% 2302-930 Cambie Street Vancouver, B.C. V6B 5X6 - --------------------------------- ------------- -------------- --------------- (3) Randall Reneau 1,135,000 Direct 8.24% 9302 Mystic Oak Trail Austin, TX 78750 - --------------------------------- ------------- -------------- -------------- (4) D. Bruce Horton 83,334 Direct 0.61% 2443 Alder Street Vancouver, B.C. V6H 4A4 - --------------------------------- ------------- -------------- --------------- (5) Alan Lindsay 1,270,858 Direct 9.05% 2701-1500 Hornby Street Vancouver, B.C. V6Z 2R1 - --------------------------------- ------------- -------------- --------------- (6) Isaiah Capital Trust 1,823,333 Direct 13.37% 28-30 The Parade St. Heller, Jersey Channel Islands JE4 8XY - --------------------------------- ------------- -------------- --------------- (7) Golden West Investments 3,750,000 Direct 27.49% P.O. Box 97 Leeward Highway Provenciales Turks & Caicos Islands, BWI - --------------------------------- ------------- -------------- --------------- Ethny Lindsay 950,000 Direct 6.96% 201 Villa Pax, Ocean Way, Umhlanga Rocks, Republic of South Africa, 4320 - --------------------------------- ------------- -------------- --------------- James Davidson 727,667 Direct 5.33% 455 Barstow Road, Prince Frederick, Maryland, USA, 20678 - --------------------------------- ------------- -------------- --------------- (8) Johnathan Lindsay 465,574 Direct 3.36% T13-1501 Howe Street Vancouver, B.C. V6Z 2P8 - --------------------------------- ------------- -------------- --------------- (9) Grant Atkins 200,000 Direct 1.45% 7473 West Lake Mead Rd. Las Vegas, Nevada 89128 - -------------------------------- ------------- -------------- ---------------- (10) Steve Jewett 50,000 Direct 0.41% #1201-1633 West 8th Avenue Vancouver, B.C. V6J 5H7 - ------------------------------ -------------- -------------- ----------------- 9 - ------------------------------ -------------- -------------- ----------------- (11) All officers/directors as a 5,202,767 35.13% group (7 persons) - --------------------------------- ------------- -------------- --------------- (1) These are restricted shares of Common Stock. (2) This figure includes: (i) 1,135,334 shares of restricted Common Stock; and (ii) the assumption of the exercise of 135,000 Stock Options into 135,000 shares of Common Stock at $0.50 per share. (3) This figure includes: (i) 1,000,000 shares of restricted Common Stock; and (ii) the assumption of the exercise of 135,000 Stock Options into 135,000 shares of Common Stock at $0.50 per share. (4) This figure includes: (i) 33,334 shares of restricted Common Stock; and (ii) the assumption of the exercise of 50,000 Stock Options into 50,000 shares of Common Stock at $0.50 per share. (5) This figure includes: (i) 870,858 share of restricted Common Stock; and (ii) the assumption of the exercise of 400,000 Stock Options into 400,000 shares of Common Stock at $0.50 per share. (6) Isaiah Capital Trust account is a trust account held for the benefit of Sandra Corin, the sole beneficiary, and is managed by Equity Trust. (7) Golden West Investments is controlled by Barry Dempsey for Cockburn Directors Ltd. and its sole shareholder is Canopus Limited for Meridian Trust. (8) This figure includes: (i) 265,574 shares of restricted Common Stock; and (ii) the assumption of the exercise of 200,000 Stock Options into 200,000 shares of Common Stock at $0.50 per share. (9) This figure consists of the assumption of the exercise of 200,000 Stock Options into 200,000 shares of Common Stock at $0.50 per share. (10) This figure consists of the assumption of the exercise of 50,000 Stock Option into 50,000 shares of Common Stock at $0.50 per share. (11) This figure includes: (i) 4,032,767 shares of restricted Common Stock; and (ii) the assumption of the exercise of 1,170,000 Stock Options into 1,170,000 shares of Common Stock at $0.50 per share. 10 CERTAIN TRANSACTIONS As of the date of this Information Statement, and with the exception of the consulting agreements disclosed above, the Company has not entered into any contractual arrangements currently in effect with related parties that exceed $60,000. There are not any currently proposed transactions, or series of the same to which the Company is a party, in which the amount involved exceeds $60,000 and in which, to the knowledge of the Company, any director, executive officer five percent (5%) shareholder or any member of the immediate family of the foregoing persons, have or will have a direct or indirect material interest. The officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations in which they may have an interest, hold an office or serve on the boards of directors. The directors of the Company may have other business interests to which they may devote a major or significant portion of their time. Certain conflicts of interest, therefore, may arise between the Company and its directors. Such conflicts are intended to be resolved through the exercise by the directors of judgment consistent with their fiduciary duties to the Company. The officers and directors of the Company intend to resolve such conflicts in the best interests of the Company. The officers and directors will devote their time to the affairs of the Company as necessary. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act requires the Company's directors and officers, and the persons who beneficially own more than ten percent (10%) of the Common Stock of the Company, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by the Company and on the representations of the reporting persons, the Company believes that these persons have complied with all applicable filing requirements as of the date of this Information Statement. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON With the exception of the current director of the Company, and as of the date of this Information Statement, there are no persons identified by management of the Company who have an interest in the matters to be acted upon nor who are in opposition to the matters to be acted upon. As of the date of this Information Statement there are no persons who have been a director or officer of the Company since the beginning of the last fiscal year or are currently a director or officer of the Company that oppose any action to be taken by the Company. 11 APPROVAL OF AN AMENDMENT (THE "AMENDMENT") TO THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED (THE "ARTICLES"), TO INCREASE THE AUTHORIZED CAPITAL FROM 75,000,000 SHARES OF COMMON STOCK TO 750,000,000 SHARES OF COMMON STOCK The Board of Directors of the Company, at a special meeting, authorized and approved, subject to shareholder approval, the increase in the authorized number of shares of Common Stock to enable the Company to honor exercises of all currently existing stock options or other rights to acquire shares of Common Stock and to make available additional shares for issuance for general corporate purposes, including financing activities, without the requirement of further action by the shareholders of the Company. The Board of Directors considered potential uses of the additional authorized shares of Common Stock, which may include seeking of additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements, or for other general corporate purposes. Increasing the authorized number of share of the Common Stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking approval from the shareholders. The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the Company's best interests and in the best interests of the shareholder of the Company. The shares of Common Stock do not carry any pre-emptive rights to purchase additional shares. The adoption of the Amendment to the Articles of Incorporation will not of itself cause any changes in the Company's capital accounts. Purpose of the Amendment to the Articles of Incorporation Under the Company's Articles of Incorporation as presently in effect, the Company has 75,000,000 shares of authorized Common Stock. As of the mailing date of this Information Statement, 13,640,722 shares of the Company's Common Stock were issued and outstanding. There are approximately 3,150,000 Stock Options outstanding that are exercisable for an aggregate of 3,150,000 shares of Common Stock for which shares have not been reserved. The immediate purpose of the Amendment to increase the shares of authorized Common Stock is to make available a sufficient number of shares of Common Stock to permit the Company further latitude to negotiate and arrange larger scale funding initiatives under consideration. The Company may also in the future enter into strategic joint ventures or other collaborative business arrangements with joint ventures, licensees, suppliers, distributors and other parties with whom the Company may do business. Such transactions may involve an equity investment in the Company or the issuance of stock options or other securities convertible into or exercisable or exchangeable for shares of Common Stock. The Company may undertake additional equity financing through a public offering or private placement of Common Stock or other securities, including debt securities, convertible into or exercisable or exchangeable for shares of Common Stock. The authorization of additional shares of Common Stock pursuant to the Amendment will permit the Company to seek such additional equity financing when and if market conditions are advantageous without the delay and uncertain inherent risk in obtaining future shareholder approval for the authorization of additional shares of Common Stock in order to permit such financing. For example, the cost, prior notice requirements and delay involved in obtaining shareholder approval at the time that a transaction may become desirable could make it difficult or impossible to effect the transaction. The additional shares of Common Stock, together with other authorized and unissued shares, generally would be available for issuance without any requirement for further shareholder approval, unless shareholder action is required by applicable law or by the rules of the stock exchange on which the Company's securities may then be listed. 12 Effect of Amendment to Articles of Incorporation The increase in the authorized shares of Common Stock will not have any immediate effect on the rights of existing shareholders. However, the Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the shareholders of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the existing shareholders' percentage equity ownership interest and, depending upon the price at which such shares of Common Stock are issued, could be dilutive to the existing shareholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock. One of the effects of the Amendment, if adopted, however, may be to enable the Board of Directors to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (including private placements) in which the number of the Company's outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the shareholders of the Company might view as desirable. In addition, since the Company's shareholder have no pre-emptive rights to purchase additional shares of Common Stock issued, the issuance of such shares could dilute the interests of current shareholders of the Company. The proposed Articles of Amendment to the Articles of Incorporation, attached hereto as Appendix A, will become effective when they are filed with the Nevada Secretary of State. The Company anticipates that such filing will occur after the increase in authorized capital is approved by the shareholders. BOARD APPROVAL Based upon review of a wide variety of factors considered in connection with its evaluation of the Amendment, the Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to effectuate the Amendment. The Board of Directors recommends approval of the Amendment to the Articles to increase the authorized capital structure from 75,000,000 shares of Common Stock to 750,000,000 shares of Common Stock. 13 APPROVAL OF THE STOCK OPTION PLAN FOR KEY PERSONNEL OF THE COMPANY AND THE GRANT OF OPTIONS PURSUANT TO THE STOCK OPTION PLAN AGREEMENT AND THE GRANT OF INCENTIVE STOCK OPTIONS PURSUANT TO THE INCENTIVE STOCK OPTION PLAN AGREEMENT On December 19, 2005, the Board of Directors of the Company unanimously approved and adopted a 2005 stock option plan (the "Stock Option Plan"), which is attached hereto as Exhibit B. The purpose of the Stock Option Plan and its pertinent aspects is described above within this Information Statement. As of the date of this Information Statement, 3,150,000 Stock Options have been granted. BOARD APPROVAL Based upon review of a wide variety of factors considered in connection with its evaluation of the provisions and terms of the Stock Option Plan, the Board of Directors of the Company believes that it would be in the best interests of the Company and its shareholders to adopt the Stock Option Plan. The Board of Directors recommends approval of the Stock Option Plan, the grant of stock options under the Stock Option Plan Agreement, the grant of incentive stock options under the Incentive Stock Option Plan Agreement, and approval of each of the resolutions with respect thereto set forth in Exhibit B hereto. PROPOSALS BY SECURITY HOLDERS The Board of Directors does not know of any matters that are to be presented to the shareholders for their approval and consent pursuant to the Written Consent of Shareholders other than those referred to in this Information Statement. If any shareholder of the Company entitled to vote by written authorization or consent has submitted to the Company a reasonable time before the Information Statement is to be transmitted to shareholders a proposal, other than elections to offices, such proposal must be received at the Company's offices, located at Austin Centre, 701 Brazo, Suite 500 PMB#, Austin, Texas 78701, Attention: President, not later than January 6, 2006. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS One Information Statement will be delivered to multiple shareholders sharing an address unless the Company receives contrary instructions from one or more of the shareholders. Upon receipt of such notice, the Company will undertake to deliver promptly a separate copy of the Information Statement to the shareholder at a shared address to which a single copy of the documents was delivered and provide instructions as to how the shareholder can notify the Company that the shareholder wishes to receive a separate copy of the registration statement of SB-2 or the Information Statement. In the event a shareholder desires to provide such notice to the Company, such notice may be given verbally by telephoning the Company's offices at (360) 332-7734 or by mail to Austin Centre, 701 Brazo, Suite 500 PMB#, Austin, Texas 78701. By Order of the Board of Directors Amir Adnani, President 14 EX-99 2 exhibit_a.txt EXHIBIT A WRITTEN CONSENT OF SHAREHOLDERS EXHIBIT A TO INFORMATION STATEMENT WRITTEN CONSENT OF SHAREHOLDERS Pursuant to Section 78.320 of the Nevada Revised Statutes, as amended, which provides that any action required to be taken at a meeting of the shareholders of a corporation may be taken without a meeting if, before or after the action, a written consent setting forth the action so taken shall be signed by the shareholders holding at least a majority of the voting power. The undersigned, being ten (10) or less of the shareholders holding at least a majority of the voting power of Uranium Energy Corp, a Nevada corporation (the "Corporation"), do hereby take, consent, affirm and approve the following actions. WHEREAS the Board of Directors of the Corporation at a special meeting held on December 19, 2005 (the "Special Meeting") authorized and approved, subject to shareholder approval, the corporate action, which the Board of Directors deemed to be in the best interests of the Corporation; and its shareholders; WHEREAS the Board of Directors of the Corporation at the Special Meeting further authorized and directed the submission to a limited number of shareholders of the Corporation holding at least a majority of the voting power the certain corporate actions to be approved and authorized by such shareholders of the Corporation; WHEREAS Section 78.320 of the Nevada Revised Statutes, as amended, provides that any action required to be taken at a meeting of the shareholders of a corporation may be taken without a meeting if, before or after the action, a written consent setting forth the action so taken shall be signed by the shareholders holding at least a majority of the voting power; WHEREAS the shareholders who have signed this Written Consent of shareholders dated to be effective as of February 1, 2006 are shareholders of record as of December 23, 2005, and hold shares in excess of a majority of the Corporation's issued and outstanding shares of Common Stock; WHEREAS such shareholders have been fully apprised and informed of the nature of the certain corporate actions and have concluded that approval and authorization of such corporate actions would be beneficial to the Corporation and in the best interests of its shareholders; therefore, be it I Approval of an Amendment to the Articles of Incorporation of the Company to Increase the Authorized Capital Structure RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of shareholders approve the filing of an amendment to the Articles of Incorporation of the Company to effectuate an increase in the authorized capital structure from 75,000,000 shares of Common Stock to 750,000,000 shares of Common Stock (the "Amendment"); and, furthermore, that the Board of Directors of the Company is authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Amendment at any time without the further approval of the shareholders of the Company; and 1 FURTHER RESOLVED that the Amendment to the Articles of Incorporation of the Company to effectuate the increase in the authorized capital structure, and that such Amendment to the Articles of Incorporation be filed with the Nevada Secretary of State as soon as practicable after the approval by the shareholders of the Amendment. II Approval of the Stock Option Plan for Key Personnel Of the Company and the Grant of Stock Options Pursuant to the Stock Option Plan Agreement and the Grant of Incentive Stock Options Pursuant to the Incentive Stock Option Plan Agreement RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders do hereby approve and ratify the adoption of the 2005 Stock Option Plan (the "Stock Option Plan") for the Company (a) to determine the persons to be granted Stock Options under the Stock Option Plan; (ii) the number of shares subject to such option, the exercise price of each Stock Option; and (iii) whether the Stock Option shall be exercisable at any time during the option period of ten (10) years or whether the Stock Option shall be exercisable in installments or by vesting only; all on the basis as set forth in the Stock Option Plan and related Stock Option Plan Agreement and Incentive Stock Option Plan Agreement, copies of which are attached to this Information Statement and are available for inspection by the shareholders of the Company; and, furthermore, that the Board of Directors of the Company is authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Plan at any time without the further approval of the shareholders of the Company; FURTHER RESOLVED that, subject to regulatory approval and in compliance with the policies of the applicable stock exchange, the filing and form of which is at the sole and absolute discretion of the Board of Directors of the Company, the shareholders of the Company who have signed this Written Consent of Shareholders do hereby approve the Company's grant of stock options and/or incentive stock options (which options may have special rights attached to them) to such key personnel of the Company during the ensuing year and at such prices and in such amounts as may be determined by the Board of Directors of the Company, in its sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities and, in addition, approve the exercise of any such or outstanding stock options and/or incentive stock options by such key personnel of the Company together with any amendment or amendments to any such stock option plan agreement and incentive stock option plan agreement at such prices and in such amounts as may be determined by the Board of Directors of the Company, in its sole and absolute discretion, and as are acceptable with the appropriate regulatory authorities (collectively, the "Stock Option Approvals"); and, furthermore, that the Board of Directors of the Company are authorized, in its sole and absolute discretion, to abandon or alter any portion of the proposed Stock Option Approvals at any time without the further approval of the shareholders of the Company. 2 EXECUTED to be effective as of the 1st day of February, 2006. SHAREHOLDERS: Date: February 1, 2006 ISAIAH CAPITAL TRUST By: /s/ ------------------------------- Title ------------------------------ Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record Date: February 1, 2006 GOLDEN WEST INVESTMENTS By: /s/ ------------------------------- Title ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record Date: February 1, 2006 /s/ Amir Adnani ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record 3 Date: February 1, 2006 /s/ Amir Adnani ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record Date: February 1, 2006 /s/ Alan Lindsay ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record Date: February 1, 2006 /s/ Ethny Lindsay ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record 4 Date: February 1, 2006 /s/ Randall Reneau ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record Date: February 1, 2006 /s/ James Davidson ------------------------------- ------------------------------- Print Name ------------------------------- Signature (Title if Appropriate) ------------------------------- Address ------------------------------- Number of Shares Held of Record 5 EX-99 3 exhibit_b.txt EXHIBIT B 2005 STOCK OPTION PLAN EXHIBIT B 2005 STOCK OPTION PLAN For: URANIUM ENERGY CORP. 2005 STOCK OPTION PLAN ---------------------- For: URANIUM ENERGY CORP. ------------------- Uranium Energy Corp. -------------------- Suite 401, 318 Homer Street, Vancouver, British Columbia, Canada, V6B 2V2 1 URANIUM ENERGY CORP. -------------------- 2005 STOCK OPTION PLAN ---------------------- ARTICLE 1. THE PLAN ------------------- 1.1 Title ----- This plan is entitled the "2005 Stock Option Plan" (the "Plan") of Uranium Energy Corp., a Nevada corporation (the "Company"). 1.2 Purpose ------- The purpose of the Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company and any Related Company, as defined below, to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company or a Related Company. ARTICLE 2. DEFINITIONS ---------------------- The following terms will have the following meanings in the Plan: (a) "Board" means the Board of Directors of the Company; (b) "Cause", unless otherwise defined in the instrument evidencing the award or in an employment or services agreement between the Company or a Related Company and a Participant, means a material breach of the employment or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding; (c) "Code" means the United States Internal Revenue Code of 1986, as amended from time to time; (d) "Common Shares" means the common shares, no par value, of the Company; (e) "Consultant Participant" means a Participant who is defined as a Consultant Participant in Article 5 hereinbelow; (f) "Corporate Transaction", unless otherwise defined in the instrument evidencing the Option or in a written employment or services agreement between the Company or a Related Company and a Participant, means consummation of either. (i) a merger or consolidation of the Company with or into any other corporation, entity or person; or 2 ARTICLE 2. DEFINITIONS - continued (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company's outstanding securities or all or substantially all the Company's assets; provided, however, that a Corporate Transaction shall not include a Related Party Transaction; (g) "Disability", unless otherwise defined by the Plan Administrator, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Company, to perform his or her duties for the Company or a Related Company and to be engaged in any substantial gainful activity; (h) "Employment Termination Date" means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company; (i) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended; (j) "Fair Market Value" means the per share value of the Common Shares determined as follows: (i) if the Common Shares are listed on an established stock exchange or exchanges or the NASDAQ National Market, the closing price per share on the last trading day immediately preceding such date on the principal exchange on which it is traded or as reported by NASDAQ; or (ii) if the Common Shares are not then listed on an exchange or the NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the National Quotation Bureau pink sheets, the average of the closing bid and asked prices per share for the Common Shares as quoted by NASDAQ or the National Quotation Bureau, as the case may be, on the last trading day immediately preceding such date; or (iii)if there is no such reported market for the Common Shares for the date in question, then an amount determined in good faith by the Plan Administrator; (k) "Grant Date" means the date on which the Plan Administrator completes the corporate action relating to the grant of an Option or such later date specified by the Plan Administrator, and on which all conditions precedent to the grant have been satisfied, provided that conditions to the exercisability or vesting of Options shall not defer the Grant Date; (l) "Incentive Stock Option" means an Option granted with the intention, as reflected in the instrument evidencing the Option, that it qualify as an "incentive stock option" as that term is defined in Section 422 of the Code; (m) "Nonqualified Stock Option" means an Option other than an Incentive Stock Option; 3 ARTICLE 2. DEFINITIONS - continued (n) "Option" means the right to purchase Common Shares granted under Article 7 hereinbelow; (o) "Option Expiration Date" has the meaning set forth in Article 7.6 hereinbelow; (p) "Option Term" has the meaning set forth in Article 7.3 hereinbelow; (q) "Participant" means the person to whom an Option is granted and who meets the eligibility requirements imposed by Article 5 hereinbelow, including Consultant Participants as defined in Article 5; (r) "Participant" means the person to whom an Option is granted and who meets the eligibility requirements imposed by Article 5 hereinbelow, including Consultant Participants as defined in Article 5; (s) "Plan Administrator" has the meaning set forth in Article 3.1 hereinbelow; (t) "Related Company" means any entity that, directly or indirectly, is in control of or is controlled by the Company; (u) "Related Party Transaction" means: (i) a merger or consolidation of the Company in which the holders of Common Shares immediately prior to the merger hold at least a majority of the Common Shares in the Successor Corporation immediately after the merger; (ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all the Company's assets to a wholly-owned subsidiary corporation; (iii) a mere reincorporation of the Company; or (iv) a transaction undertaken for the sole purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company's securities immediately before such transaction; (v) "Retirement", unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan, means retirement on or after the individual's normal retirement date under the Company's 401(k) plan or other similar successor plan applicable to salaried employees; (w) "Securities Act" means the United States Securities Act of 1933, as amended; (x) "Successor Corporation" has the meaning set forth in Article 11.3.1 hereinbelow; and (y) "Vesting Commencement Date" means the Grant Date or such other date selected by the Plan Administrator as the date from which the Option begins to vest for purposes of Article 7.4 hereinbelow. 4 ARTICLE 3. ADMINISTRATION ------------------------- 3.1 Plan Administrator ------------------ The Plan shall be administered by the Board or a committee appointed by, and consisting of two or more members of, the Board (the "Plan Administrator"). If and so long as the Common Shares are registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding: (a) "outside directors", as contemplated by Section 162(m) of the Code and (b) "nonemployee directors", as contemplated by Rule 16b-3 under the Exchange Act. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time. At any time when no committee has been appointed to administer the Plan, then the Board will be the Plan Administrator. 3.2 Administration and Interpretation by Plan Administrator ------------------------------------------------------- Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Options under the Plan, including the selection of individuals to be granted Options, the type of Options, the number of Common Shares subject to an Option, all terms, conditions, restrictions and limitations, if any, of an Option and the terms of any instrument that evidences the Option. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Option and may from time to time adopt and change rules and regulations of general application for the Plan's administration. The Plan Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company's officers as it so determines. ARTICLE 4. STOCK SUBJECT TO THE PLAN ------------------------------------ 4.1 Authorized Number of Shares --------------------------- Subject to adjustment from time to time as provided in Article 11.1 hereinbelow, the number of Common Shares available for issuance under the Plan shall be 3,500,000 shares. 4.2 Reuse of Shares --------------- Any Common Shares that have been made subject to an Option that cease to be subject to the Option (other than by reason of exercise or settlement of the Option to the extent it is exercised for or settled in shares) shall again be available for issuance in connection with future grants of Options under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision or right of repurchase, such shares shall again be available for the purposes of the Plan; provided, however, that the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number stated in Article 4.1 hereinabove, subject 5 ARTICLE 4. STOCK SUBJECT TO THE PLAN - continued to adjustment from time to time as provided in Article 11.1 hereinbelow; and provided, further, that for purposes of Article 4.3 hereinbelow, any such shares shall be counted in accordance with the requirements of Section 162(m) of the Code. 4.3 Limitations ----------- Subject to adjustment from time to time as provided in Article 11.1 hereinbelow, not more than an aggregate of 3,500,000 shares shall be available for issuance pursuant to grants of Stock Options under the Plan. ARTICLE 5. ELIGIBILITY ---------------------- An Option may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Option may also be granted to any consultant, agent, advisor or independent contractor who provides services to the Company or any Related Company (a "Consultant Participant"), so long as such Consultant Participant: (a) is a natural person or an alter ego entity of the natural person providing the services; (b) renders bona fide services that are not in connection with the offer and sale of the Company's securities in a capital-raising transaction; and (c) does not directly or indirectly promote or maintain a market for the Company's securities. ARTICLE 6. OPTIONS ------------------ 6.1 Form and Grant of Options ------------------------- The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Options to be granted under the Plan. Options may be granted singly or in combination. 6.2 Settlement of Options --------------------- The Company may settle Options through the delivery of Common Shares, the granting of replacement Options or any combination thereof as the Plan Administrator shall determine. Any Option settlement, including payment deferrals or payments deemed made by way of the settlement of pre-existing indebtedness from the Company, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any Option payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents. 6 ARTICLE 7. GRANTS OF OPTIONS ---------------------------- 7.1 Grant of Options ---------------- The Plan Administrator shall have the authority, in its sole discretion, to grant Options as Incentive Stock Options or as Nonqualified Stock Options, which shall be appropriately designated. 7.2 Option Exercise Price --------------------- The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator. 7.3 Term of Options --------------- Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the "Option Term") shall be as established for that Option by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. 7.4 Exercise of Options ------------------- The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. The Plan Administrator, in its sole discretion, may adjust the vesting schedule of an Option held by a Participant who works less than "full-time" as that term is defined by the Plan Administrator or who takes a Company-approved leave of absence. To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Article 7.5 hereinbelow. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator. 7.5 Payment of Exercise Price ------------------------- The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be in accordance with the requirements of the Chapter 78 of the Nevada Revised Statutes and the Articles of Incorporation and Bylaws of the Company, must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase. As set forth in Article 6.2 hereinabove, any Option settlement, 7 ARTICLE 7. GRANTS OF OPTIONS - continued including payment deferrals or payments deemed made by way of the settlement of pre-existing indebtedness from the Company, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. 7.6 Post-Termination Exercises -------------------------- The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if the Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time: (a) Except as otherwise set forth in this Article 7.6 hereinbelow, any portion of an Option that is not vested and exercisable on the Employment Termination Date shall expire on such date. (b) Any portion of an Option that is vested and exercisable on the Employment Termination Date shall expire on the earliest to occur of: (i) if the Participant's Employment Termination Date occurs for reasons other than Cause, Retirement, Disability or death, the day which is three months after such Employment Termination Date; (ii) if the Participant's Employment Termination Date occurs by reason of Retirement, Disability or death, the one-year anniversary of such Employment Termination Date; and (iii) the last day of the Option Term (the "Option Expiration Date"). Notwithstanding the foregoing, if the Participant dies after his or her Employment Termination Date but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Employment Termination Date shall expire upon the earlier to occur of (c) the Option Expiration Date and (d) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise. Also notwithstanding the foregoing, in case of termination of the Participant's employment or service relationship for Cause, all Options granted to that Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after the Participant's relationship with the Company or a Related Company has ended, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion. 8 ARTICLE 7. GRANTS OF OPTIONS - continued (c) A Participant's transfer of employment or service relationship between or among the Company and any Related Company, or a change in status from an employee to a consultant, agent, advisor or independent contractor or a change in status from a consultant, agent, advisor or independent contractor to an employee, shall not be considered a termination of employment or service relationship for purposes of this Article 7. Unless the Plan Administrator determines otherwise, a termination of employment or service relationship shall be deemed to occur if a Participant's employment or service relationship is with an entity that has ceased to be a Related Company. (d) The effect of a Company-approved leave of absence on the application of this Article 7 shall be determined by the Plan Administrator, in its sole discretion. (e) If a Participant's employment or service relationship with the Company or a Related Company terminates by reason of Disability or death, the Option shall become fully vested and exercisable for all the shares subject to the Option. Such Option shall remain exercisable for the time period set forth in this Article 7.6. ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS --------------------------------------------- Notwithstanding any other provisions of the Plan, and to the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions: 8.1 Dollar Limitation ----------------- To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year (under the Plan and all other 2005 Stock Option Plans of the Company) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted. 8.2 Eligible Employees ------------------ Individuals who are not employees of the Company or one of its parent corporations or subsidiary corporations may not be granted Incentive Stock Options. 8.3 Exercise Price -------------- The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Shares on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a "Ten Percent Stockholder"), shall not be less than 100% of the Fair Market Value of the Common Shares on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code. 9 ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS - continued 8.4 Exercisability -------------- An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option): (a) more than three months after the Employment Termination Date if termination was for reasons other than death or disability; (b) more than one year after the Employment Termination Date if termination was by reason of disability; or (c) after the Participant has been on leave of absence for more than three months, unless the Participant's reemployment rights are guaranteed by statute or contract. 8.5 Taxation of Incentive Stock Options ----------------------------------- In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise. A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods. 8.6 Code Definitions ---------------- For the purposes of this Article 8, "parent corporation", "subsidiary corporation" and "disability" shall have the meanings attributed to those terms for purposes of Section 422 of the Code. ARTICLE 9. WITHHOLDING ---------------------- 9.1 General ------- The Company may require the Participant to pay to the Company the amount of any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Option. The Company shall not be required to issue any shares Common Shares under the Plan until such obligations are satisfied. 9.2 Payment of Withholding Obligations in Cash or Shares ---------------------------------------------------- The Plan Administrator may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by: (a) paying cash to the Company; 10 ARTICLE 9. WITHHOLDING - continued (b) having the Company withhold from any cash amounts otherwise due or to become due from the Company to the Participant; (c) having the Company withhold a portion of any Common Shares that would otherwise be issued to the Participant having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate); or (d) surrendering any Common Shares that the Participant previously acquired having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate to the extent the Participant has held the surrendered shares for less than six months). ARTICLE 10. ASSIGNABILITY ------------------------- Neither an Option nor any interest therein may be assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings other than by will or by the applicable laws of descent and distribution, and, during the Participant's lifetime, such Options may be exercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Option or may permit a Participant to designate a beneficiary who may exercise the Option or receive payment under the Option after the Participant's death; provided, however, that any Option so assigned or transferred shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing the Option. ARTICLE 11. ADJUSTMENTS ----------------------- 11.1 Adjustment of Shares --------------------- In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company's corporate or capital structure, including, without limitation, a Related Party Transaction, results in (a) the outstanding Common Shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of Common Shares of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Article 4 hereinabove and the maximum number and kind of securities that may be made subject to Options and to Options to any individual as set forth in Article 4.3 11 ARTICLE 11. ADJUSTMENTS - continued hereinbelow, and (ii) the number and kind of securities that are subject to any outstanding award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction shall not be governed by this Article 11.1 but shall be governed by Articles 11.2 and 11.3, respectively, hereinbelow. 11.2 Dissolution or Liquidation -------------------------- To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Option has not been waived by the Plan Administrator, the Option shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 11.3 Corporate Transaction --------------------- (a) In the event of a Corporate Transaction, except as otherwise provided in the instrument evidencing an Option (or in a written employment or services agreement between a Participant and the Company or Related Company) and except as provided in subsection (b) hereinbelow, each outstanding Option shall be assumed or an equivalent option or right substituted by the surviving corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation"). (b) If, in connection with a Corporate Transaction, the Successor Corporation refuses to assume or substitute for an Option, then each such outstanding Option shall become fully vested and exercisable with respect to 100% of the unvested portion of the Option. In such case, the Plan Administrator shall notify the Participant in writing or electronically that the unvested portion of the Option specified above shall be fully vested and exercisable for a specified time period. At the expiration of the time period, the Option shall terminate, provided that the Corporate Transaction has occurred. (c) For the purposes of this Article 11.3, the Option shall be considered assumed or substituted for if following the Corporate Transaction the option or right confers the right to purchase or receive, for each share of Common Shares subject to the Option immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Corporate Transaction is not solely Common Shares of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Shares subject thereto, to be solely Common Shares of the Successor Corporation substantially equal in fair market value to the per share consideration received by holders of Common Shares in the Corporate Transaction. The determination of such substantial 12 ARTICLE 11. ADJUSTMENTS - continued equality of value of consideration shall be made by the Plan Administrator and its determination shall be conclusive and binding. (d) All Options shall terminate and cease to remain outstanding immediately following the Corporate Transaction, except to the extent assumed by the Successor Corporation. 11.4 Further Adjustment of Options ----------------------------- Subject to Articles 11.2 and 11.3 hereinabove, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable, and fair and equitable to the Participants, with respect to Options. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Options so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Options to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation or change of control that is the reason for such action. 11.5 Limitations ----------- The grant of Options shall in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 11.6 Fractional Shares ----------------- In the event of any adjustment in the number of shares covered by any Option, each such Option shall cover only the number of full shares resulting from such adjustment. ARTICLE 12. AMENDMENT AND TERMINATION ------------------------------------- 12.1 Amendment or Termination of Plan -------------------------------- The Board may suspend, amend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, and only if applicable, that to the extent required for compliance with Section 422 of the Code or any applicable law or regulation only, stockholder approval shall be required for any amendment that would: (a) increase the total number of shares available for issuance under the Plan; 13 ARTICLE 12. AMENDMENT AND TERMINATION - continued (b) modify the class of employees eligible to receive Options; or (c) otherwise require stockholder approval under any applicable law or regulation. Any amendment made to the Plan that would constitute a "modification" to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only. 12.2 Term of Plan ------------ Unless sooner terminated as provided herein, the Plan shall terminate ten years after the earlier of the Plan's adoption by the Board and approval by the stockholders. 12.3 Consent of Participant ---------------------- The suspension, amendment or termination of the Plan or a portion thereof or the amendment of an outstanding Option shall not, without the Participant's consent, materially adversely affect any rights under any Option theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a "modification" that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to this Article 12 shall not be subject to these restrictions. ARTICLE 13. GENERAL ------------------- 13.1 Evidence of Options ------------------- Options granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan. 13.2 No Individual Rights -------------------- Nothing in the Plan or any Option granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant's employment or other relationship at any time, with or without Cause. 13.3 Issuance of Shares ------------------ Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any Common Shares under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the 14 ARTICLE 13. GENERAL - continued Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity. The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state securities laws, any Common Shares, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state securities laws. To the extent the Plan or any instrument evidencing an Option provides for issuance of stock certificates to reflect the issuance of Common Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 13.4 No Rights as a Stockholder -------------------------- No Option or Stock Option denominated in units shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Option. 13.5 Compliance With Laws and Regulations ------------------------------------ Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an "incentive stock option" within the meaning of Section 422 of the Code. 13.6 Participants in Other Countries ------------------------------- The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to assure the viability of the benefits from Options granted to Participants employed in such countries and to meet the objectives of the Plan. 13.7 No Trust or Fund ---------------- The Plan is intended to constitute an "unfunded" plan. Nothing contained herein shall require the Company to segregate any monies or other property, or Common Shares, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant 15 ARTICLE 13. GENERAL - continued shall have any rights that are greater than those of a general unsecured creditor of the Company. 13.8 Severability ------------ If any provision of the Plan or any Option is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Option under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator's determination, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option, and the remainder of the Plan and any such Option shall remain in full force and effect. 13.9 Choice of Law ------------- The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Nevada, U.S.A., without giving effect to principles of conflicts of law. ARTICLE 14. EFFECTIVE DATE -------------------------- The effective date is December 19, 2005, being the date on which the Plan was adopted by the Board. If the stockholders of the Company do not approve the Plan within 12 months after the Board's adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. This Plan is dated and made effective on this 19th day of December, 2005. BY ORDER OF THE BOARD OF DIRECTORS OF URANIUM ENERGY CORP. Per:/s/ "Amir Adnani" ---------------------- Amir Adnani President, CEO and a director 16 -----END PRIVACY-ENHANCED MESSAGE-----