8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 25, 2006

URANIUM ENERGY CORP.

(Exact Name of Small Business Issuer as Specified in its Charter)

NEVADA

(State or other Jurisdiction as Specified in Charter)

333-127185	98-0399476
(Commission file number)	(I.R.S. Employer Identification No.)

Austin Centre

701 Brazos, Suite 500 PMB#

Austin, Texas 78701

(Address of Principal Executive Offices)

512.721.1022

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

With closings have occurred on each of May 11^th, 19^th and, most recently, on May 24^th, 2006 (each such date being a “Closing Date”), Uranium Energy Corp., a Nevada corporation (the “Company”), completed a private placement (the “Private Placement”) with certain U.S. accredited investors and non-U.S. residents (each an “Investor”) for aggregate proceeds of $5,000,000 pursuant to the terms and conditions of certain subscription agreements (collectively, the “Subscription Agreements”) as entered into between the Company and each such Investor.

In accordance with the terms of the Subscription Agreements: (i) the Company issued an aggregate of 2,500,000 units at a subscription price of $2.00 per unit (each a “Unit”); (ii) each Unit is comprised of one share of the Company’s restricted common stock, par value $0.001 (the “Common Stock”), and one-half of one non-transferable common share purchase warrant (the “Warrant”); (iii) each whole Warrant entitles the Investor to purchase an additional share of the Company’s common stock commencing upon the Closing Date of the issuance of the underlying Units and ending on the day which is the earlier of (a) 12 months from the date of issuance of the Units and (b) six months from the effective date of the Company’s proposed registration statement, if any, pursuant to which the shares of Common Stock and the shares underlying the Warrants upon exercise, will be qualified for sale by the Investors; and (iv) the exercise price of the Warrants is $2.50 per whole Warrant during the entire Warrant exercise period.

The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of shares of Common Stock and the shares issuable upon the exercise of the Warrants.

In conjunction with the completion of the Private Placement, the Company has issued a finders’ fees comprised of: (i) cash fees in the aggregate of $329,700; and (ii) an aggregate of 471,000 non-transferable common stock purchase warrants which have the same terms and conditions as the Warrants.

The Private Placement was made and sold only to accredited investors in reliance on Rule 506 promulgated under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation S. The Private Placement has not been registered under the Act or under any state securities laws and may not be offered or sold without registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release issued by Uranium Energy Corp. on May 25, 2006.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Uranium Energy Corp.
Date: May 26, 2006	By:	/s/ Amir Adnani
		Amir Adnani
		President and Chief Executive Officer

EX-99.1

URANIUM ENERGY CORP	OTCBB Symbol - URME  Frankfurt Symbol - U6Z Berlin Symbol - U6Z
FOR IMMEDIATE RELEASE		May 25, 2006

Uranium Energy Corp. Announces the Completion of $5 Million Private Placement

Private Placement Proceeds Will Support Budgeted Exploration and Development Programs, Ongoing Land and Database Acquisition through 2007

AUSTIN, TX - MAY 25, 2006 - Uranium Energy Corp (the “Company”) is pleased to announce that it has recently completed a private placement resulting in the issuance from treasury of an aggregate of 2,500,000 units, at a subscription price of US $2.00 per unit, for total gross proceeds to the Company of US $5,000,000.

Each unit is comprised of one common share and one-half of one non-transferable common share purchase warrant of the Company. Each whole warrant entitles the shareholder to purchase an additional common share of the Company until the earlier of (i) 12 months from the date of issuance of the units and (ii) six months from the effective date of the Company’s proposed registration statement, if any, pursuant to which the unit shares and warrant shares, if any upon exercise, will be qualified for sale by the shareholders. The exercise price of the warrants is US $2.50 per warrant share.

The Company has paid the following finder’s fees to certain arm’s length parties in conjunction with the completion of the private placement: (a) an aggregate of US $329,700 in cash; and (b) an aggregate of 471,000 non-transferable common share purchase warrants to acquire an equivalent number of common shares of the Company on the same terms and conditions as contained in the private placement warrants.

The Company’s President and CEO, Amir Adnani, states, “The private placement proceeds will be used to fund budgeted exploration and development on the Company’s properties in Texas, Wyoming, Arizona and Utah. In particular, development can continue to advance aggressively on the Goliad Project in South Texas. Uranium Energy Corp will also continue to actively pursue its ongoing land and database acquisition strategies in the U.S.”

About Uranium Energy Corp

Uranium Energy Corp. (URME: OTCBB) is a US-based junior resource company focused on uranium exploration and development in the United States. The Company has a mission to acquire historical uranium resources that can quickly be developed into producing uranium mines. Its management is comprised of veteran mining and exploration professionals eminent in the field of uranium, whose collective experience in the mining industry, and specifically in the uranium mining sector, gives the Company substantial uranium mine-finding and uranium mine development expertise. Uranium Energy Corp is well positioned to capitalize on the world’s current significant alternative energy boom. Visit www.uraniumenergy.com for more information.

Contact North America: Investor Relations, Uranium Energy Corp

Toll-Free Voice: (877) 676-7183 or (512) 721-1022

Fax: (512) 721-1023

E-mail: info@uraniumenergy.com

Website: www.uraniumenergy.com

Contact Europe: International Market Trend AG

Phone: +41.43.888.67.00

Fax: +41.43.888.67.09

Stock Exchange Information:

OTCBB Symbol: URME

Frankfurt Stock Exchange Symbol: U6Z

Berlin Stock Exchange Symbol: U6Z

WKN: AØJDRR

ISN: US9168961038

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities and Exchange Act of 1934, as amended. Statements in this news release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. These statements involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein. Such risks and uncertainties may include, but are not limited to, the impact of competitive products, the ability to meet customer demand, the ability to manage growth, acquisitions of technology, equipment or human resources, the effect of economic and business conditions, the ability to attract and retain skilled personnel and factors outside the control of the Company. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in the Company’s periodic reports filed from time-to-time with the United States Securities and Exchange Commission. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.