NOTE 17:

ACQUISITION OF RENO CREEK PROJECT

On May 9, 2017, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Pacific Road Capital A Pty Ltd., as trustee for Pacific Road Resources Fund A (“Fund A”), Pacific Road Capital B Pty Ltd., as trustee for Pacific Road Resources Fund B (“Fund B”), and Pacific Road Holdings S.à.r.l. (“Luxco”; and collectively with Fund A and Fund B are referred to as the “Pacific Road Funds”) to acquire from the Pacific Road Funds and Bayswater Holdings Inc.(“BHI”), a wholly-owned subsidiary of Bayswater Uranium Corporation, all of the issued and outstanding shares (the “Purchased Shares”) of Reno Creek Holdings Inc. (“RCHI”) (the “Reno Creek Acquisition”) and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project (the “Reno Creek Project”) located in the Powder River Basin, Wyoming.

Pursuant to the terms of the Share Purchase Agreement, the Company agreed to reimburse all costs and expenses (the “Reimbursable Expenses”) incurred by RCHI and its subsidiaries in the ordinary course of business from the effective date of the Share Purchase Agreement to the closing date.

On August 7, 2017, the Company entered into an amending agreement (the “Amending Agreement”) with each of the original Pacific Road Resources Funds (“PRRF”) and, by tag-along right, BHI, and together with PRRF the (the “Reno Creek Vendors”), whereby the Company and the Reno Creek Vendors agreed that the amount to be distributed from RCHI’s subsidiaries to RCHI totalled $1,743,666 (the “Approved Distribution”), which was comprised of the Reimbursable Expenses, and the amount of cash on hand held by RCHI’s subsidiaries at the time.

On August 9, 2017, the Company completed the Reno Creek Acquisition pursuant to the Share Purchase Agreement to acquire all of the issued and outstanding shares of RCHI and therefore obtained 100% ownership interests in RCHI, of which 97.27% was from PRRF and 2.73% was from BHI.

In connection with the Reno Creek Acquisition, the Company paid the following consideration:

⋅

a cash payment of $909,930;

⋅

14,392,927 common shares of the Company;

⋅

an additional 241,821 common shares at a deemed price of $1.406 per share in settlement of certain insurance costs of $340,000 incurred by the Company and RCHI at closing;

⋅

11,308,728 warrants of the Company (each a “Warrant”), with each Warrant entitling the holder to acquire one share of the Company at an exercise price of $2.30 per share for a period of five years from the date of issuance. The Warrants have an accelerator clause which provides that, in the event that the closing price of common shares of the Company on its principally traded exchange is equal to or greater than $4.00 per share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to within 30 days by providing written notice to the holders;

⋅

a 0.5% net profits interest royalty, capped at $2.5 million; and

⋅

transaction costs of $779,510.

In connection with the Reno Creek Acquisition, the Company also issued 353,160 common shares at a deemed price of $1.406 per share in settlement of the Reimbursable Expenses totalling $483,829, which will be expensed on the consolidated financial statements for the three months ending October 31, 2017.

In accordance with ASC 360: Property, Plant and Equipment, the Reno Creek Acquisition will be accounted for as an asset acquisition as it is determined that the operations of Reno Creek do not meet the definition of a business as defined in ASC 805: Business Combinations.

The fair value of the consideration paid and the allocation to the identifiable assets acquired and liabilities assumed are summarized as follows:

Consideration paid
14,634,748 UEC common shares at $1.37 per share	$	20,049,605
11,308,728 UEC share purchase warrants at $0.45 per warrant		5,088,928
Cash payment		909,930
Transaction costs		779,509
	$	26,827,972

Assets acquired and liabilities assumed
Cash and cash equivalents	$	1,247,170
Prepaid expenses		319,874
Reclamation deposits		73,973
Land & buildings		257,000
Mineral rights & properties		25,003,928
Asset retirement obligations		(73,973)
	$	26,827,972

The Reno Creek Project is located in the Powder River Basin, Campbell County, Wyoming, approximately 80 miles northeast of Casper.