Exhibit 10.1


 





		
         

        URANIUM ENERGY CORP.

        Suite 1830, 1030 West Georgia Street

        Vancouver, British Columbia, Canada, V6E
        2Y3

        Telephone: (604) 682-9775

         








 





	March 3, 2017	Delivered and Via E-mail




 





Strictly Private and Confidential


 


CIC Resources Inc.

c/o Sandstorm Gold Ltd.

Suite 1400, 400 Burrard Street


 


Vancouver, British Columbia, Canada, V6C 3A6


 


		Attention:	Mr. Adam Spencer



 


Dear Mr. Spencer:


 


Re:





Uranium Energy Corp. (the
“Company”)

Amendment to the Share Purchase and Option Agreement 

between the Company and CIC Resources Inc.


 


I am writing to confirm
with you our most recent discussions and your concurrence that, effective on March 3, 2017 (the “Effective Date”),
we have agreed to the following amendment to the current terms of that certain “Share Purchase and Option Agreement”
between CIC Resources Inc. and the Company, which is dated for reference as at March 4, 2016 (the “SPOA”); a
copy of which SPOA is attached hereto as Schedule “A” and forms a material part hereof; in order to extend the current
“Option Period” for an additional period of one year with this letter agreement being an “Amendment”
to the SPOA.


 


In order to hereby
formalize the referenced Amendment, we confirm that §6.1 of the SPOA is hereby deleted with the following provision being
substituted in its stead:


 


“6.1        If, during the
period beginning on the Acquisition Closing Date and ending on that date that is two years from the Acquisition Closing Date (the
“Option Period”), the Purchaser has paid or caused to be paid to or on the Vendor’s behalf the Option
Price Maintenance Payments as directed by the Vendor from time to time, then:


 


		(a)	the Purchaser may, in its sole discretion, by giving Notice to the Purchaser (the “Voluntary
Option Notice”), exercise the Option, or



 


		(b)	if, prior to the exercise of the Option by the Purchaser in Section 6.1(a), the Relinquishment
contemplated by Section 7 is achieved and the size of the Property is reduced to the Post-Relinquishment Area, the Vendor shall
give Notice to the Purchaser (the “Mandatory Option Notice”) that the Relinquishment has occurred and, upon
receipt of the Mandatory Option Notice, the Option is deemed to have been exercised by the Purchaser,



 


and, in the case of either (a)
or (b), the Vendor shall assign, sell and transfer all of its right, entitlement and interest in and to all of the CIC Securities
to the Purchaser and the Purchaser shall purchase all of the CIC Securities from the Vendor free of all Encumbrances on the terms
and subject to the conditions contained in this Agreement.”.


 






    	Page 1



     


    




 


It is hereby recognized
and agreed that, other than for the Amendment as set forth herein, all other provisions of the SPOA remain in full force and effect
as of the Effective Date hereof and, furthermore, that the SPOA, together with the within Amendment, constitutes the entire agreement
to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation
or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect
to the subject matter of the SPOA.


 





We kindly ask that
you now acknowledge your receipt and approval of the within Amendment to the SPOA by simply executing and returning to the attention
of the writer via facsimile the duplicate copy of this letter which has been enclosed for that purpose at your earliest convenience
hereafter. In the interim we remain, always,


 


Very truly yours,


 


Uranium Energy Corp.


 



	By:	/s/ Amir Adnani	 
	 	Name:	Amir Adnani	 
	 	Title:	President and CEO	 


 





Receipt and approval of the within Amendment
to the SPOA is hereby acknowledged on this 3rd day of March, 2017, by:


 


CIC Resources Inc.


 



	By:	/s/ Adam Spencer	 
	 	Name:	Adam Spencer	 
	 	Title:	Authorized Signatory	 


__________


  


 


 


 









Suite
1830 ž 1030
West Georgia Street ž Vancouver,
British Columbia, Canada ž V6E
2Y3


Tel
604.682.9775 ž Fax
604.682.3591 ž www.uraniumenergy.com
   ž    info@uraniumenergy.com




 


 






    	Page 2



     


    

 


 


Schedule “A”


 





This is Schedule “A” to that certain
Amendment as entered into between each of the Vendor (CIC Resources Inc.) and the Purchaser (Uranium Energy Corp.) as of the Effective
Date of this Amendment.


 





The SPOA


 





Refer to the copy of the SPOA which is attached
hereto.


__________