EX-99.3 4 ex_343103.htm EXHIBIT 99.3 ex_343103.htm

Exhibit 99.3

 

 

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information of Uranium Energy Corp. (the “Company” or “UEC”) is presented to give effect to (i) the Company’s acquisition (the “Acquisition”) of 100% of the common shares of Uranium One Americas Inc. (“U1 Americas”) on December 17, 2021 pursuant to the previously-announced share purchase agreement (“the Share Purchase Agreement”) between the Company and Uranium One Investments Inc. (the “Seller”) and (ii) financing of approximately $42 million of the acquisition price through the issuance of the Company’s common stock (the “Financing”) between November 1, 2021 and the closing date of the Acquisition under the Company’s at-the-market (the “ATM”) offering agreements dated May 14, 2021 (the “May ATM Offering Agreement”) and November 26, 2021 (the “November ATM Offering Agreement”), the proceeds from which were used to partially fund the purchase consideration.

 

The unaudited pro forma condensed combined balance sheet as of October 31, 2021 combines the historical consolidated balance sheets of UEC and U1 Americas giving effect to the Acquisition and Financing as if they had occurred on October 31, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended October 31, 2021 and the year ended July 31, 2021 combine the historical statements of operations and comprehensive loss of UEC and U1 Americas, giving effect to the Acquisition and Financing as if they had occurred on August 1, 2020, the first day of the Company’s 2021 fiscal year.

 

The Acquisition and Financing and basis of presentation of the condensed combined financial information are described in greater detail in Note 1: Basis of Presentation included in the notes to the pro forma condensed combined financial statements. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined balance sheet and statements of operations.

 

The pro forma condensed combined financial information is based on various adjustments and assumptions and is not necessarily indicative of what UEC’s operating results actually would have been if the Acquisition and Financing occurred as of the dates indicated or will be for any future periods. The pro forma condensed combined financial information does not include adjustments to reflect any potential revenue, synergies or dis-synergies, or cost savings that may be achievable in connection with the Acquisition and Financing, or the associated costs that may be necessary to achieve such revenues, synergies or cost savings.

 

 

 

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS AT OCTOBER 31, 2021

(Expressed in U.S. Dollars)

 

   

Historical

   

Pro Forma Transaction Accounting

Adjustments

         
   

URANIUM

ENERGY CORP.
(As reported)

   

Uranium One

Americas Inc.

   

Acquisition

     

Financing

   

URANIUM

ENERGY

CORP. Pro

Forma

 
           

(Note 1)

   

(Note 4)

     

(Note 5)

         

CURRENT ASSETS

                                         

Cash and cash equivalents

  $ 96,304,124     $ 1,199,600     $ (130,937,846 )

(A)

  $ 42,084,587     $ 8,650,465  

Inventories

    36,217,420       189,000       -         -       36,406,420  

Prepaid expenses and deposits

    1,777,355       1,750,400       100,843  

(B), (C)

    -       3,628,598  

Other current assets

    128,155       93,400       -         -       221,555  

TOTAL CURRENT ASSETS

    134,427,054       3,232,400       (130,837,003 )       42,084,587       48,907,038  
                                           

MINERAL RIGHTS AND PROPERTIES

    64,009,292       184,676,600       (68,496,998 )

(B)

    -       180,188,894  

PROPERTY, PLANT AND EQUIPMENT

    7,318,570       7,644,800       -         -       14,963,370  

RESTRICTED CASH

    2,037,677       13,753,300       -         -       15,790,977  

EQUITY-ACCOUNTED INVESTMENT

    23,626,010       -       -         -       23,626,010  

OTHER NON-CURRENT ASSETS

    1,300,048       1,656,100       (450,218 )

(B), (D)

    -       2,505,930  

TOTAL ASSETS

  $ 232,718,651     $ 210,963,200     $ (199,784,219 )     $ 42,084,587     $ 285,982,219  
                                           

CURRENT LIABILITIES

                                         

Accounts payable and accrued liabilities

  $ 2,173,618     $ 21,754,200     $ (21,080,300 )

(E)

  $ -     $ 2,847,518  

Other current liabilities

    310,968       70,100       6,809  

(F)

    -       387,877  

Current portion of other loans payable

    193,934       -       -         -       193,934  

Current portion of long-term debt

    10,340,802       -       -         -       10,340,802  

TOTAL CURRENT LIABILITIES

    13,019,322       21,824,300       (21,073,491 )       -       13,770,131  
                                           

LONG TERM DEBT

    -       36,876,200       (36,876,200 )

(E)

    -       -  

OTHER LOANS PAYABLE

    16,565       -       -         -       16,565  

ASSET RETIREMENT OBLIGATIONS

    3,989,740       15,910,300       (3,203,052 )

(G)

    -       16,696,988  

OTHER NON-CURRENT LIABILITIES

    271,530       489,100       163,804  

(F)

    -       924,434  

DEFERRED TAX LIABILITIES

    539,948       -       -  

(H)

    -       539,948  

TOTAL LIABILITIES

    17,837,105       75,099,900       (60,988,939 )       -       31,948,066  
                                           

STOCKHOLDERS' EQUITY

                                         

Capital stock

    258,996       -          

 

    10,595       269,591  

Additional paid in capital

    507,325,510       285,944,000       (285,944,000 ) (I)     42,073,992       549,399,502  

Share issuance obligation

    359,560       -       -         -       359,560  

Accumulated deficit

    (293,698,936 )     (150,080,700 )     147,148,720  

(J)

    -       (296,630,916 )

Accumulated other comprehensive income

    636,416       -       -         -       636,416  

TOTAL EQUITY

    214,881,546       135,863,300       (138,795,280 )       42,084,587       254,034,153  

TOTAL LIABILITIES AND EQUITY

  $ 232,718,651     $ 210,963,200     $ (199,784,219 )     $ 42,084,587     $ 285,982,219  

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

 

 

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED JULY 31, 2021

(Expressed in U.S. Dollars)

 

   

Historical

   

Pro Forma Transaction

Accounting Adjustments

   
   

URANIUM

ENERGY

CORP.
(As reported)

   

Uranium One

Americas Inc.

   

Acquisition

     

URANIUM

ENERGY CORP.

Pro Forma

   
           

(Note 1)

   

(Note 6)

             

REVENUES

  $ -     $ 2,231,800     $ -       $ 2,231,800    

COSTS AND EXPENSES

                                   

Cost of sales

    -       1,228,000       -         1,228,000    

Mineral property expenditures

    4,478,807       6,458,800       -         10,937,607    

General and administrative

    12,639,998       -       -         12,639,998    

Acquisition-related costs

    -       -       2,931,980  

(A)

    2,931,980    

Depreciation, amortization and accretion

    393,173       789,200       526,683  

(B)

    1,709,056    

LOSS FROM OPERATIONS

    (17,511,978 )     (6,244,200 )     (3,458,663 )       (27,214,841 )  
                                     

OTHER INCOME (EXPENSES)

                                   

Interest income

    48,294       227,800       -         276,094    

Interest expenses and finance costs

    (2,879,809 )     (2,294,400 )     2,193,557  

(C)

    (2,980,652 )  

Income (Loss) from equity-accounted investment

    5,204,004       -       -         5,204,004    

Gain on loan extinguishment

    286,376       -       -         286,376    

Other income (loss)

    37,441       (10,137,100 )     9,647,500  

(D)

    (452,159 )  

(Loss) gain on disposition of assets

    (2,146 )     -       -         (2,146 )  

OTHER INCOME (EXPENSES)

    2,694,160       (12,203,700 )     11,841,057         2,331,517    

LOSS BEFORE INCOME TAXES

    (14,817,818 )     (18,447,900 )     8,382,394         (24,883,324 )  
                                     

DEFERRED TAX BENEFIT

    4,008       -       -         4,008    

NET LOSS FOR THE YEAR

    (14,813,810 )     (18,447,900 )     8,382,394         (24,879,316 )  
                                     

OTHER COMPREHENSIVE INCOME (LOSS)

                                   

Translation gain (loss)

    613,491       -       -         613,491    

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

    613,491       -       -         613,491    

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

  $ (14,200,319 )   $ (18,447,900 )   $ 8,382,394       $ (24,265,825 )  
                                     

NET LOSS PER SHARE, BASIC AND DILUTED

  $ (0.07 )                       (0.11 )

(E)

                                     

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

    210,295,992                         220,891,128  

(E)

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

 

 

 

URANIUM ENERGY CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2021

(Expressed in U.S. Dollars)

 

   

Historical

   

Pro Forma Transaction

Accounting Adjustments

   
   

URANIUM

ENERGY

CORP.
(As reported)

   

Uranium One

Americas Inc.

   

Acquisition

     

URANIUM

ENERGY CORP.

Pro Forma

   
           

(Note 1)

   

(Note 6)

             

COSTS AND EXPENSES

                                   

Mineral property expenditures

  $ 1,656,516     $ 1,543,200     $ -       $ 3,199,716    

General and administrative

    3,116,711       -       -         3,116,711    

Depreciation, amortization and accretion

    98,440       24,700       146,771  

(B)

    269,911    

LOSS FROM OPERATIONS

    (4,871,667 )     (1,567,900 )     (146,771 )       (6,586,338 )  
                                     

OTHER INCOME (EXPENSES)

                                   

Interest income

    20,571       -       -         20,571    

Interest expenses and finance costs

    (530,878 )     (671,300 )     646,089  

(C)

    (556,089 )  

Income (Loss) from equity-accounted investment

    2,753,167       -       -         2,753,167    

Realized gain on available-for-sale security

    547,152       -       -         547,152    

Other income (loss)

    6,785       673,000       -         679,785    

OTHER INCOME (EXPENSES)

    2,796,797       1,700       646,089         3,444,586    

LOSS BEFORE INCOME TAXES

    (2,074,870 )     (1,566,200 )     499,318         (3,141,752 )  
                                     

DEFERRED TAX BENEFIT

    1,044       -       -         1,044    

NET LOSS FOR THE PERIOD

    (2,073,826 )     (1,566,200 )     499,318         (3,140,708 )  
                                     

OTHER COMPREHENSIVE INCOME

                                   

Translation gain

    143,169       -       -         143,169    

TOTAL OTHER COMPREHENSIVE INCOME

    143,169       -       -         143,169    

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

  $ (1,930,657 )   $ (1,566,200 )   $ 499,318       $ (2,997,539 )  
                                     

NET LOSS PER SHARE, BASIC AND DILUTED

  $ (0.01 )                       (0.01 )

(E)

                                     

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

    246,859,322                         257,454,458  

(E)

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements 

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

NOTE 1:         BASIS OF PREPARATION 

 

These unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X to give effect to the Acquisition and Financing.

 

UEC’s historical results are derived from UEC’s audited consolidated statement of operations and comprehensive loss for the fiscal year ended July 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 28, 2021 and the Company’s unaudited condensed consolidated balance sheet as of October 31, 2021 and unaudited condensed consolidated statement of operations and comprehensive loss for the three months ended October 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 15, 2021, which were prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”).

 

U1 Americas’ results are derived from the consolidated statements of operations and comprehensive loss for the fiscal year ended December 31, 2020, consolidated balance sheet as of September 30, 2021, and consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, which were prepared in accordance with U.S. GAAP and included in this Form 8-K/A.

 

These pro forma condensed combined financial statements have been compiled from and include:

 

 

(a)

An unaudited pro forma condensed combined balance sheet as of October 31, 2021 combining:

 

 

(i)

The unaudited interim condensed consolidated balance sheet of the Company as of October 31, 2021;

 

(ii)

The unaudited interim condensed consolidated balance sheet of U1 Americas as of September 30, 2021; and

 

(iii)

The adjustments described in Notes 4 and 5.

 

 

(b)

An unaudited pro forma condensed combined statement of operations and comprehensive loss for the year ended July 31, 2021 combining:

 

 

(i)

The audited consolidated statement of operations and comprehensive loss of the Company for the year ended July 31, 2021;

 

(ii)

The unaudited consolidated statement of operations and comprehensive loss of U1 Americas for the twelve months ended June 30, 2021, which has been constructed by combining the constructed statements of operations and comprehensive loss for (a) the 6 months ended December 31, 2020 (constructed by subtracting the results for the nine months ended September 30, 2020 from the results of the year ended December 31, 2020 and adding the results for the three months ended September 30, 2020) and (b) the 6 months ended June 30, 2021 (constructed by subtracting the results for the three months ended September 30, 2021 from the results for the nine months ended September 30, 2021); and

 

(iii)

The adjustments described in Note 6.

 

 

(c)

An unaudited pro forma condensed combined statement of operations and comprehensive loss for the three months ended October 31, 2021 combining:

 

 

(i)

The unaudited interim condensed consolidated statement of operations and comprehensive loss of the Company for the three months ended October 31, 2021;

 

(ii)

The unaudited consolidated statement of operations and comprehensive loss of U1 Americas for the three months ended September 30, 2021; and

 

(iii)

The adjustments described in Note 6.

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

The pro forma condensed combined balance sheet assumes the Acquisition completed on October 31, 2021. The pro forma condensed combined statements of operations and comprehensive loss assume the Acquisition completed on August 1, 2020. The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the Acquisition and factually supportable. The pro forma financial information includes the Financing as the proceeds from the issuance of shares that occurred after the financial periods presented were used to partially fund the Acquisition. The pro forma financial information assumes the Acquisition is a business combination with the Company identified as the acquirer and therefore has been prepared using the acquisition method of accounting for business combinations under U.S. GAAP. In part, the Company’s assumption that the Acquisition is a business combination is based on the Company’s expectation that substantially all the fair value of the assets are not concentrated in a single asset or group of similar assets. In the event substantially all the fair value of the gross assets acquired is determined to be concentrated in a single asset or group of similar assets the transaction could not be treated as a business combination for accounting purposes which would result in capitalization of transaction costs with no recognition of goodwill or bargain purchase gain.

 

The pro forma adjustments are preliminary and based on estimates including consideration and financing, transaction costs and fair value and useful lives of the assets acquired and liabilities assumed. The final determination of the purchase price allocation is in progress and is expected to be completed during the measurement period which is not more than one year from the date of the Acquisition. The final values will be based on the final calculated fair value of assets acquired and liabilities assumed as of the closing date of the Acquisition, which could result in material changes from the amounts reported in this unaudited pro forma condensed combined financial information. At the time of preparation of the pro forma financial information, the final fair value allocable to each of the assets is subject to completion of the valuation process.

 

In order to prepare the pro forma financial information, UEC performed a preliminary review of U1 Americas’ accounting policies to identify significant differences from the accounting policies used to prepare UEC’s historical financial statements. Based on this preliminary review, the Company has not identified accounting policies applicable to similar transactions undertaken by U1 Americas that significantly depart from those followed by the Company and would have a significant impact on the pro forma condensed combined financial statements. UEC will conduct an additional review of U1 Americas’ accounting policies to determine if differences in accounting policies require adjustment or reclassification of U1 Americas’ results of operations, assets or liabilities to conform to UEC’s accounting policies and classifications when the Company prepares and completes its unaudited condensed consolidated financial statements for the three and six months ended January 31, 2022. As a result of that review, UEC may identify differences between the accounting policies that, when conformed, could have a material impact on its future consolidated financial statements.

 

The pro forma financial information is preliminary, provided for illustrative purposes only and do not purport to represent what the combined actual consolidated results of operations or consolidated balance sheet would have been had the Acquisition and Financing occurred on the dates assumed, nor are they indicative of the combined future consolidated results of operations or financial position. The actual results reported in periods following the Acquisition and Financing may differ significantly from those reflected in these pro forma financial information presented herein for a number of reasons, including, but not limited to, differences between the assumptions used to prepare this pro forma financial information and actual amounts, cost savings or associated costs to achieve such savings from operating efficiencies, synergies, debt refinancing, or other restructuring that may arise in conjunction with the Acquisition and Financing.

 

Currency amounts are reported in U.S. dollars, except per share amounts.

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

NOTE 2:         CALCULATION OF ESTIMATED PURCHASE CONSIDERATION

 

The purchase consideration paid by UEC to the Seller is as follows:

 

   

Purchase

Consideration

 
   

USD

 

Purchase price including amounts paid in relation to deposits pledged as collateral in favor of the Wyoming state regulatory agency

  $ 125,592,602  

Working capital adjustment to the purchase price

    2,933,252  

Total purchase consideration for U1 Americas shares

  $ 128,525,854  

 

NOTE 3:         PRELIMINARY PRO FORMA PURCHASE PRICE ALLOCATION

 

The following table sets forth a preliminary pro forma allocation of the purchase consideration to the preliminary pro forma fair value of the assets acquired and liabilities assumed as at October 31, 2021 in conjunction with the Acquisition:

 

Pro Forma Purchase Price Allocation for the Acquisition

 

Assets acquired:

       

Cash and cash equivalents

  $ 1,199,600  

Inventories

    189,000  

Prepaid expenses and deposits

    1,750,400  

Other current assets

    93,400  

Mineral rights and properties

    116,179,602  

Property, plant and equipment

    7,644,800  

Restricted cash

    13,753,300  

Other non-current assets

    1,826,713  

Total assets acquired

  $ 142,636,815  
         

Liabilities assumed:

       

Accounts payable and accrued liabilities

  $ 673,900  

Other current liabilities

    76,909  

Asset retirement obligations

    12,707,248  

Other non-current liabilities

    652,904  

Total liabilities assumed

    14,110,961  

Net assets acquired

  $ 128,525,854  
         

Estimated acquisition-related costs not included in the purchase consideration

  $ 2,931,980  

 

This pro forma purchase price allocation has been used to prepare the transaction accounting adjustments in the pro forma condensed combined balance sheet and statements of operations and comprehensive loss.

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

NOTE 4:          PRO FORMA TRANSACTION ACCOUNTING ADJUSTMENTS TO THE UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET RESULTING FROM THE ACQUISITION

 

(A)

Reflects cash paid for the Acquisition of $128,525,854 as described in Note 2, payment of estimated acquisition-related costs incurred subsequent to October 31, 2021 in the amount of $2,311,149 and the payment of the premium payable on the surety bonds of $100,843 (see Note 4(C)).

 

(B)

Reflects the difference between the estimated fair value and carrying value of assets acquired. Except with respect to mineral rights and properties under care and maintenance and right of use assets, the Company has assumed the historical carrying value approximates the fair value of assets acquired. For purposes of these pro forma condensed combined financial statements, any excess of purchase consideration over the estimated fair value of U1 Americas’ remaining net assets has been assumed to be attributable to the fair value of acquired mineral rights and properties. Upon completion of the valuation of the mineral rights and properties, such excess (shortfall), if any, will be reclassified to goodwill or a bargain purchase gain.

 

(C)

Reflects an adjustment for the 2% annual premium payable on the surety bonds. The total financial assurance required by the WDEQ was $18,796,700, of which approximately $5 million was funded by a third-party insurance company at an annual cost of a 2% premium of the face value and the remainder by the restricted cash held by U1 Americas.

 

(D)

 

Reflects the adjustment to expense UEC’s acquisition-related costs $620,831 presented in non-current assets at October 31, 2021, net of an adjustment to the initial recognition value of U1 Americas’ right of use asset on an operating lease agreement for $170,613.

 

(E)

Reflects the settlement of U1 Americas’ related party liabilities prior to the Acquisition as required by the SPA.

 

(F)

Reflects an adjustment for the recognition of the lease liability related to the pro forma adjustment for a U1 Americas’ right of use asset (see Note 4(D)).

 

(G)

Reflects an adjustment to recognize the asset retirement obligations at the estimated fair value.

 

(H)

Reflects no change to recognized deferred tax assets and liabilities arising from pro forma adjustments as a result of a corresponding change in the valuation allowance.

 

(I)

Reflects the elimination of U1 Americas’ historical equity balance.

 

(J)

Reflects the elimination of U1 Americas’ historical deficit balance offset by the pro forma adjustment for UEC’s estimated acquisition-related costs of $2,311,149 expected to be incurred by UEC subsequent to October 31, 2021 and $620,831 in prepaid costs incurred as at October 31, 2021 (see Note 4(D)).

 

 

NOTE 5:          PRO FORMA TRANSACTION ACCOUNTING ADJUSTMENTS TO THE UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET RESULTING FROM THE FINANCING

 

Reflects the issuance of 10,595,136 shares of the Company’s common stock subsequent to October 31, 2021 pursuant to the May 2021 ATM Offering and the November 2021 ATM Offering for net cash proceeds of $42,084,587. The Company used the proceeds from these share issuances to partially fund the Acquisition purchase consideration.

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

NOTE 6:          PRO FORMA TRANSACTION ACCOUNTING ADJUSTMENTS TO THE UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

(A)

 

Reflects an adjustment for UEC’s estimated acquisition-related costs of $2,311,149 expected to be incurred subsequent to October 31, 2021 and $620,831 in prepaid acquisition-related costs incurred before October 31,2021, which have been presented as if they were incurred on the assumed acquisition date of August 1, 2020.

 

(B)

Reflects an adjustment to accretion expense as a result of the pro forma adjustment to the asset retirement obligation at the date of acquisition.

 

(C)

Reflects the reversal of the interest charges related to the U1 Americas’ related party long-term debt (see note 4(E)) offset by the amortization of the annual premium paid on the surety bond (see Note 4(C)).

 

   

Year ended

   

Three months

ended

 
   

July 31, 2021

   

October 31, 2021

 

Reversal of the interest charges related to the U1 Americas’ related party long-term debt

  $ 2,294,400     $ 671,300  

Amortization of the annual premium paid on the surety bond

    (100,843 )     (25,211 )

Pro forma net decrease to interest expense and finance costs

  $ 2,193,557     $ 646,089  

 

(D)

Reflects the elimination of historical impairment expense of $9,647,500 for a credit impaired account receivable as a result of the assumption that the nil valuation applied to the receivable in the purchase price allocation was applied at the assumed acquisition date of August 1, 2020.

 

(E)

Reflects the estimated impact on earnings per share based on UEC’s pro forma basic and diluted weighted average number of common shares outstanding as follows:

 

   

Year ended

   

Three months

ended

 
   

July 31, 2021

   

October 31, 2021

 

Weighted average number of shares outstanding, basic and diluted

    210,295,992       246,859,322  

UEC shares issued subsequent to October 31, 2021 to partially fund the acquisition of U1 Americas

    10,595,136       10,595,136  

Pro forma weighted average number of shares outstanding, basic and diluted

    220,891,128       257,454,458  

 

 

 

Uranium Energy Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the year ended July 31, 2021 and the three months ended October 31, 2021

(Unaudited, expressed in U.S. Dollars)


 

NOTE 7.         PRO FORMA SHARE CAPITAL

 

 

   

Common

Shares

   

Capital

Stock

   

Additional

Paid-in Capital

 
          $     $  

Issued and outstanding, October 31, 2021

    258,996,829       258,996       507,325,510  

UEC shares issued subsequent to October 31, 2021 to partially fund the acquisition of U1 Americas

    10,595,136       10,595       42,073,992  

Pro forma balance, Issued and outstanding

    269,591,965       269,591       549,399,502