Uranium Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com








	

      PROPERTY ACQUISITION
AGREEMENT





 


 

Between: 

COOPER MINERALS, INC. 
(as the
Vendor) 

And: 

URANIUM ENERGY CORP. 
(as the
Purchaser) 

Uranium Energy Corp. 
500 North
Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471

__________


-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




PROPERTY ACQUISITION AGREEMENT 

THIS PROPERTY ACQUISITION AGREEMENT is made and
dated for reference effective as at November 7, 2011 (the “Effective
Date”) as fully executed on this _____day of November, 2011. 

BETWEEN: 


	COOPER MINERALS, INC., a company incorporated
      under the 
	laws of the State of Nevada, U.S.A., and having an address
      for 
	notice and delivery located at 630 East Plumb Lane, Reno,
    
	Nevada, U.S.A., 89502 
	  
	(the “Vendor”); 



     OF THE FIRST PART


AND: 


	URANIUM ENERGY CORP., a company incorporated
      under the 
	laws of the State of Nevada, U.S.A., and having an address
      for 
	notice and delivery located at 500 North Shoreline, Suite
      800N, 
	Corpus Christi, Texas, U.S.A., 78401 
	  
	(the “Purchaser”); 



OF THE SECOND PART 


	(and each of the Vendor and the Purchaser being hereinafter
    
	singularly also referred to as a “Party” and
      collectively referred to 
	as the “Parties” as the context so requires). 
	  
	  
	WHEREAS: 



A.           The Vendor and each of Noel Cousins and Steven Van Ert
(collectively, the “Underlying Vendors”) entered into a certain “Purchase
and Royalty Agreement”, dated January 21, 2004 (the “Purchase and Royalty
Agreement”); a copy of which Purchase and Royalty Agreement being attached
to this “Property Acquisition Agreement” (the “Agreement”) as Schedule
“A” and which forms an integral part hereof; whereby the Vendor acquired 100%
undivided right, title and interest in and to two unpatented lode mining claims
located in Gila County, Arizona (the “Claims”) subject only to the
advance royalty payments and the reservation of a 3% net smelter revenue royalty
(collectively, the “Underlying NSR”) by the Underlying Vendors as more
particularly described in that certain “Quitclaim Deed and Reservation of
Royalty Interest”, dated January 21, 2004 (the “QD&RRI”), as entered
into between the Underlying Vendors and the Vendor; a copy of which QD&RRI
being attached to this Agreement as Schedule “B” and which forms an integral
part hereof (and each of the Purchase and Royalty Agreement and the QD&RRI
being referred to, collectively, as the “Underlying Property Agreements”
as the context so requires); 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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B.           The Vendor holds a valid and subsisting 100% undivided
right, title and interest in and to 176 staked claims (which staked claims
include the Claims contemplated in the Underlying Property Agreements) as more
particularly described in Schedule “C” which is attached hereto and which forms
an integral part hereof (collectively, the “Property”), and which
Property, by virtue of the Underlying Property Agreements, form part of the
Property interests which continue to be subject to the terms and conditions of
the Underlying Property Agreements and, accordingly, subject to the Underlying
NSR; 

C.           In accordance with the terms and conditions of a certain
“Settlement Agreement”, dated December 1, 2005 (the “Settlement
Agreement”), as entered into among the Vendor, Clive Ashworth, a principal
of the Vendor, and each of Messrs. Henry Tam, Denis Hayes and James Simpson
(collectively, the “Settlors”), the Vendor thereby granted to the
Settlors an option (the “Option”) to acquire a 0.5% net smelter revenue
royalty, exercisable at any time until January 21, 2024 by the Settlors paying
to the Vendor the aggregate sum of U.S. $333,340 (the “Exercise Price”),
on the Property on the same terms and conditions as apply to the Underlying NSR
(the “Settlor NSR”; and the Underlying NSR and the Settlor NSR being
referred to, collectively, as the “NSR” as the context so requires); 

D.           As a consequence of recent discussions and negotiations as
between the Parties, the Vendor has agreed to sell, and the Purchaser has agreed
to acquire, subject to the prior satisfaction of certain conditions precedent to
the satisfaction of the Purchaser, all of the mineral property interests
comprising the Property (collectively, the “Acquisition”); and 

E.           The Parties have agreed to enter into this Agreement which
formalizes and replaces, in their entirety, all such recent discussions and
negotiations and which clarifies each of the Parties’ respective duties and
obligations in connection with the proposed Acquisition by the Purchaser from
the Vendor of all of the Property interests. 

      NOW THEREFORE THIS
AGREEMENT WITNESSETH that in consideration of the mutual
promises, covenants and agreements herein contained, THE
PARTIES COVENANT AND AGREE WITH EACH OTHER as follows:


Article 1
 ACQUISITION TRANSACTION


1.1 Acquisition of the Property and Acquisition
Payment. The Vendor hereby agrees to sell, assign and transfer a 100%
undivided right, title and interest in and to all of the mineral property
interests comprising the Property (and inclusive of all of its right,
entitlement and interest in and to the Underlying Property Agreement and the
Settlement Agreement subject at all times to the NSR) in exchange for the
following cash payments and issuance from treasury by the Purchaser to the
Vendor: 

	 	(a) 	
      an initial U.S. $20,000 in cash upon the execution of
      this Agreement by way of wire transfer to the Vendor as directed by the
      Vendor to the Purchaser in writing (the “Initial Cash Payment”);
      with such Initial Cash Payment representing the payment of U.S. $10,000 to
      the Vendor towards the Acquisition and U.S. $10,000 towards the Vendor’s
      counsel for the work necessary in assisting the Vendor with the completion
      of the Acquisition;

	 	 	 
	 	(b) 	
      a further U.S. $24,640 in cash on the “Closing
      Date” (as hereinafter defined) of the Acquisition by way of wire
      transfer to the Vendor as directed by the Vendor to the Purchaser in
      writing prior to the Closing Date; with such payment representing the
      reimbursement by the Purchaser to the Vendor of certain fees recently paid
      by the Vendor to the Bureau of Land Management in the
  appropriate County respecting the Property in order to maintain the
  same (the “BLM Reimbursement”);



-- Property Acquisition Agreement --

  -- Uranium
Energy Corp. -- 





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	 	(c) 	
      subject to the “Voluntary Pooling” (as hereinafter
      defined) provisions as set forth hereinbelow, 300,000 restricted common
      shares of the Purchaser’s common stock (the “Acquisition Shares”)
      on the Closing Date, which the Parties acknowledge and agree shall be
      valued at a deemed issuance price of U.S. $3.15 per Acquisition Share;
      and

	 	 	 
	 	(d) 	
      a final U.S. $40,000 in cash on the Closing Date by way
      of wire transfer to the Vendor as directed by the Vendor to the Purchaser
      in writing prior to the Closing Date (the “Final Cash Payment”);
      with such Final Cash Payment representing payment to the Vendor towards
      the Acquisition;



(and each of the BLM Reimbursement, the issuance and delivery
of the Acquisition Shares and the Final Cash Payment being, collectively, the
“Acquisition Payment” herein).

1.2           Acquisition Share resale restrictions and Voluntary
Pooling. The Vendor hereby acknowledges and agrees that the Purchaser
makes no representations as to any resale or other restriction affecting the
Acquisition Shares and that the Acquisition Shares are being issued by the
Purchaser to the Vendor in reliance upon the registration and prospectus
exemptions contained in “Regulation S” promulgated under the United States
Securities Act of 1933 (the “Securities Act”) which will continue
to impose a trading restriction in the United States on the Acquisition Shares
for a period of at least six months from the date of issuance. The Purchaser
hereby also acknowledges and understands that neither the sale of the
Acquisition Shares, nor any of the Acquisition Shares themselves, have been
registered under the Securities Act or any state securities laws, and,
furthermore, that the Acquisition Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available. The Purchaser also acknowledges and understands that
the certificate(s) representing the Acquisition Shares will be stamped with the
following legend (or substantially equivalent language) restricting transfer in
the following manner if such restriction is required by applicable securities
laws: 

“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO URANIUM ENERGY
CORP. (THE “CORPORATION”), (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT,
IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A
TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR
ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED
STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE
CORPORATION TO THAT EFFECT. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT
BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN
COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS.”; and


-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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 “UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
BEFORE [four months and one day from the Closing Date]”;

and the
  Vendor hereby consents to the Purchaser making a notation on its records or
  giving instructions to any transfer agent of the Acquisition Shares in order to
  implement the restrictions on transfer set forth and described hereinabove. 

     In addition to the above resale
restrictions being applicable to the within Acquisition Shares, the Vendor
hereby acknowledges and agrees, as a condition to the completion of the within
Acquisition and the issuance of any Acquisition Shares hereunder, that, in order
to assist the Purchaser with continuing to run an orderly trading market for its
common stock after the Closing Date, the Vendor hereby agrees that it will
voluntarily pool and not sell, transfer or assign any of the Acquisition Shares
after they become available for resale except in the following manner without
the prior written approval of the Purchaser in each such instance (collectively,
the Voluntary Pooling hereunder): 

	 	(a) 	
      after six months from the Closing Date the Vendor will be
      entitled to have an initial 100,000 of the Acquisition Shares released
      from the Voluntary Pooling so that the Vendor may then sell, transfer or
      assign the same in accordance with the provisions of “Rule 144”
      promulgated under the Securities Act;

	 	 	 
	 	(b) 	
      after nine months from the Closing Date the Vendor will
      be entitled to have an additional 100,000 of the Acquisition Shares
      released from the Voluntary Pooling so that the Vendor may then sell,
      transfer or assign the same in accordance with the provisions of Rule 144;
      and

	 	 	 
	 	(c) 	
      after 12 months from the Closing Date the Vendor will be
      entitled to have the final 100,000 of the Acquisition Shares released from
      the Voluntary Pooling so that the Vendor may then sell, transfer or assign
      the same in accordance with the provisions of Rule
144.



     In consideration of the Vendor’s
agreement to provide for the Voluntary Pooling herein, the Purchaser hereby
agrees to assist the Vendor in effecting any such resales of the Acquisition
Shares under the Securities Act in accordance with Rule 144 and including,
without limitation, by having its counsel provide any Rule 144 resale opinions
that may be required of the Purchaser’s transfer agent in order to effect any
such resales in accordance with Rule 144. 

1.3           Right of Purchaser to terminate the
Agreement. Prior to the Closing Date the Purchaser may terminate this
Agreement by providing a notice of termination to the Vendor in writing of its
desire to do so at least 14 calendar days prior to its decision to do so. After
such 14-calendar days’ period, the Purchaser shall have no further obligations,
financial or otherwise, under this Agreement, except for the payment of the
Initial Cash Payment pursuant to section “1.1(a)” hereinabove and that the
provisions of section “1.4” hereinbelow shall become immediately applicable to
the Purchaser upon providing such notice of termination to the Vendor. If the
Agreement is so terminated by the Purchaser, then the Purchaser shall have no
right, entitlement or interest, legally or equitably, in and to any of the
Property interests. 

1.4           Obligations upon termination of the
Agreement. If this Agreement is terminated by the Purchaser in
accordance with section “1.3” hereinabove, then the Purchaser shall deliver at
no cost to the Vendor, within 30 calendar days of such termination, all
originals and all copies of any materials with respect to the Property and
including, without limitation, all reports, maps, assay results and other
relevant technical data compiled by or in the possession of the Purchaser with respect to the interests comprising the
Property and not theretofore already furnished to the Vendor. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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1.5           Underlying NSR. The Purchaser agrees to pay
the Underlying NSR to the Underlying Vendors pursuant to the terms and
conditions of the QD&RRI. 

1.6           Settlor NSR. The Purchaser acknowledges and
agrees to assume all the rights, interests and obligations of the Vendor arising
from the Option and agrees to indemnify and hold the Vendor and Clive Ashworth
harmless from any claims, demands, liabilities, actions suits or proceedings
asserted by the Settlors arising from the same. In particular, in the event of
exercise of the Option by the Settlors by payment of the Exercise Price to the
Purchaser, the Purchaser agrees to pay to the order and direction of the
Settlors the Settlor NSR in accordance with the terms and conditions of the
Underlying NSR. 

1.7           Application to Additional Properties. The
Purchaser acknowledges and agrees to the area of interest of ten miles pursuant
to Part 6 of the QD&RRI. 

Article 2 
DUE DILIGENCE


2.1           Due Diligence by the Purchaser. From the
Effective Date of this Agreement and up to including 5 p.m. (PST) on the fifth
Business Day (as defined herein) prior to the Closing Date (such period in time
being the “Purchaser’s Due Diligence Period” herein) the Purchaser may
conduct all manner of due diligence investigations in respect of the Vendor and
the Property in order to determine the merits of any of the property mineral
interests underlying the Property. For purposes of such investigations, the
Vendor will give to the Purchaser and its agents and representatives effective
on the Effective Date full access to all property interests underlying the
Property together with all books, records, financial and operating data and
other information concerning the Property interests as the Purchaser and its
agents and representatives may reasonably request. If, at any time during the
Purchaser’s Due Diligence Period, the Purchaser determines that it is not
satisfied, in its sole discretion, with the results of such investigations, it
may elect not to proceed with the transactions contemplated hereby. In such
instance, the Purchaser will notify the Vendor of such fact and thereupon this
Agreement will terminate and the Parties will have no further obligations
hereunder except the obligations set forth in section “1.4” and Article “8”
herein. “Business Day” means any day, other than a Saturday, a Sunday or a
statutory or civic holiday in Vancouver, British Columbia. 

Article 3 
WARRANTIES,
REPRESENTATIONS AND COVENANTS 

3.1           Warranties, representations and covenants by the
Vendor. In order to induce the Purchaser to enter into this Agreement,
the Vendor hereby warrants to, represents to and covenants with the Purchaser
that, to the best of the knowledge, information and belief of the Vendor herein,
after making due inquiry: 

	 	(a) 	
      the Vendor is duly incorporated under the laws of its
      jurisdiction of incorporation, is validly existing and is in good standing
      with respect to all statutory filings required by the applicable corporate
      laws;

	 	 	 
	 	(b) 	
      subject to the NSR, the Vendor is the owner of an
      undivided 100% legal and beneficial right, title and interest in and to
      all of the property interests underlying the
Property;



-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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	 	(c) 	
      the property interests underlying the Property are free
      and clear of all actual or threatened liens, charges, options,
      encumbrances, voting agreements, voting trusts, demands, limitations and
      restrictions of any nature whatsoever;

	 	 	 
	 	(d) 	
      the Vendor has the power and capacity to own and dispose
      of the Property;

	 	 	 
	 	(e) 	
      there are no claims of any nature whatsoever affecting
      the right of the Vendor to transfer the Property to the
  Purchaser;

	 	 	 
	 	(f) 	
      all permits and licenses covering the mineral interests
      comprising the Property have been duly and validly issued pursuant to
      applicable mining laws and are in good standing by the proper payment of
      all fees, taxes and rentals in accordance with the requirements of
      applicable mining laws and the performance of all other actions necessary
      in that regard;

	 	 	 
	 	(g) 	
      all conditions on and relating to the mineral interests
      comprising the Property and the operations conducted thereon by or on
      behalf of the Vendor are in compliance with all applicable laws,
      regulations or orders and including, without limitation, all laws relating
      to environmental matters, waste disposal and storage and
    reclamation;

	 	 	 
	 	(h) 	
      there are no outstanding orders or directions relating to
      environmental matters requiring any work, repairs, construction or capital
      expenditures with respect to any of the mineral interests comprising the
      Property and the conduct of the operations related thereto, nor has the
      Vendor received any notice of the same;

	 	 	 
	 	(i) 	
      there is no adverse claim or challenge against or to the
      ownership of or title to any of the mineral interests comprising the
      Property or which may impede the development of any of the mineral
      interests comprising the Property, nor, to the best of the knowledge,
      information and belief of the Vendor, is there any basis for any potential
      claim or challenge, and, to the best of the knowledge, information and
      belief of the Vendor, and other than for the NSR, no person has any
      royalty, net profits or other interests whatsoever in any production from
      any of the mineral interests comprising the Property;

	 	 	 
	 	(j) 	
      there are no actions, suits, proceedings or
      investigations (whether or not purportedly against or on behalf of the
      Vendor), pending or, to the best of the knowledge, information and belief
      of the Vendor, threatened, which may affect, without limitation, the
      rights of the Vendor to transfer any interest in the Property to the
      Purchaser at law or in equity, or before or by any federal, state,
      provincial, municipal or other governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign; in addition, the
      Vendor is not now aware of any existing ground on which any such action,
      suit or proceeding might be commenced with any reasonable likelihood of
      success;

	 	 	 
	 	(k) 	
      this Agreement constitutes a legal, valid and binding
      obligation of the Vendor, enforceable against the Vendor in accordance
      with its respective terms, except as enforcement may be limited by laws of
      general application affecting the rights of creditors;

	 	 	 
	 	(l) 	
      the Underlying Property Agreements and the Settlement
      Agreement are in good standing, the Vendor has done nothing to impair the
      enforceability thereof against the Underlying Vendors or the Settlors and
      it has the full authority and capacity required to enter into this Agreement and to perform its
  respective obligations hereunder;



-- Property Acquisition Agreement --

  -- Uranium
Energy Corp. -- 




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	 	(m) 	
      there is no basis for and there are no actions, suits,
      judgments, investigations or proceedings outstanding or pending or, to the
      best of the knowledge, information and belief of the Vendor, threatened
      against or affecting any of the mineral interests comprising the Property
      at law or in equity or before or by any federal, state, municipal or other
      governmental department, commission, board, bureau or agency;

	 	 	 	 
	 	(n) 	
      the Vendor is not in breach of any laws, ordinances,
      statutes, regulations, by-laws, orders or decrees to which the Vendor is
      subject or which apply to the Vendor;

	 	 	 	 
	 	(o) 	
      no proceedings are pending for, and the Vendor is unaware
      of, any basis for the institution of any proceedings leading to the
      placing of the Vendor in bankruptcy or subject to any other laws governing
      the affairs of insolvent persons;

	 	 	 	 
	 	(p) 	
      the making of this Agreement, the completion of the
      transactions contemplated hereby and the performance of and compliance
      with the terms hereof does not and will not:

	 	 	 	 
	 		(i) 	
      conflict with or result in a breach of or violate any of
      the terms, conditions or provisions of any law, judgment, order,
      injunction, decree, regulation or ruling of any court or governmental
      authority, domestic or foreign, to which either the Vendor or any of
      mineral interests comprising the Property is subject, or constitute or
      result in a default under any agreement, contract or commitment to which
      the Vendor is a party; or

	 	 	 	 
	 		(ii) 	
      give to any government or governmental authority, or any
      municipality or any subdivision thereof, including any governmental
      department, commission, bureau, board or administration agency, any right
      of termination, cancellation or suspension of, or constitute a breach of
      or result in a default under, any permit, license, control or authority
      issued to the Vendor which is necessary or desirable in connection with
      the ownership of any of the mineral interests comprising the
    Property;

	 	 	 	 
	 	(q) 	
      the Vendor has delivered to the Purchaser all information
      and documentation within the Vendor’s possession or control respecting the
      mineral interests comprising the Property and including, without
      limitation, a copy of all permits, permit applications and applications
      for exploration and exploitation rights, if any respecting any of the
      mineral interests comprising the Property; and

	 	 	 	 
	 	(r) 	
      the Vendor is not aware of any fact or circumstance which
      has not been disclosed to the Purchaser which should be disclosed in order
      to prevent the representations, warranties and covenants contained in this
      section from being misleading or which would likely affect the decision of
      the Purchaser to enter into this Agreement.



3.2           Warranties, representations and covenants by the
Purchaser. In order to induce the Vendor to enter into this Agreement,
the Purchaser hereby warrants to, represents to and covenants with the Vendor
that, to the best of the knowledge, information and belief of the Purchaser
herein, after making due inquiry: 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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	 	(a) 	
      the Purchaser is duly incorporated under the laws of its
      jurisdiction of incorporation, is validly existing and is in good standing
      with respect to all statutory filings required by the applicable corporate
      laws;

	 	 	 	 
	 	(b) 	
      the Purchaser has the requisite power, authority and
      capacity to own and use all of its business assets and to carry on its
      business as presently conducted by it;

	 	 	 	 
	 	(c) 	
      the Purchaser holds all licenses and permits required for
      the conduct in the ordinary course of the operations of its business and
      for the uses to which its business assets have been put and are in good
      standing, and such conduct and uses are in compliance with all laws,
      zoning and other by-laws, building and other restrictions, rules,
      regulations and ordinances applicable to the Purchaser, and neither the
      execution and delivery of this Agreement nor the completion of the
      transactions contemplated hereby will give any person the right to
      terminate or cancel any said license or permit or affect such
      compliance;

	 	 	 	 
	 	(d) 	
      this Agreement constitutes a legal, valid and binding
      obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its respective terms, except as enforcement may be limited
      by laws of general application affecting the rights of
creditors;

	 	 	 	 
	 	(e) 	
      the making of this Agreement, the completion of the
      transactions contemplated hereby and the performance of and compliance
      with the terms hereof does not and will not:

	 	 	 	 
	 		(i) 	
      conflict with or result in a breach of or violate any of
      the terms, conditions or provisions of the constating documents of the
      Purchaser; or

	 	 	 	 
	 		(ii) 	
      conflict with or result in a breach of or violate any of
      the terms, conditions or provisions of any law, judgment, order,
      injunction, decree, regulation or ruling of any court or governmental
      authority, domestic or foreign, to which the Purchaser is subject, or
      constitute or result in a default under any agreement, contract or
      commitment to which the Purchaser is a party; and

	 	 	 	 
	 	(f) 	
      the Purchaser is not aware of any fact or circumstance
      which has not been disclosed to the Vendor which should be disclosed in
      order to prevent the representations, warranties and covenants contained
      in this section from being misleading or which would likely affect the
      decision of the Vendor to enter into this
Agreement.



3.3           Continuity of the representations, warranties and
covenants. The representations, warranties and covenants contained
herein, or in any certificates or documents delivered pursuant to the provisions
of this Agreement or in connection with the transactions contemplated hereby,
will be true at and as of the Closing Date as though such representations,
warranties and covenants were made at and as of such time. Notwithstanding any
investigations or inquiries made by either of the Parties or by their respective
professional advisors prior to the Closing Date, or the waiver of any condition
by any Party, the representations, warranties and covenants contained herein
shall survive the Closing Date and shall continue in full force and effect for a
period of five years from the Closing Date. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




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Article 4 
CONDITIONS PRECEDENT TO
CLOSING 

4.1           Parties’ conditions precedent. All of the
rights, duties and obligations of each of the Parties under this Agreement are
subject to the following conditions precedent for the exclusive benefit of each
of the Parties to be fulfilled in all material aspects in the reasonable opinion
of each of the Parties or to be waived by each or any of the Parties, as the
case may be, as soon as possible after the Effective Date; however, unless
specifically indicated as otherwise, not later than two Business Days prior to
the Closing Date (such date being the “Subject Removal Date”): 

	 	(a) 	
      the delivery by the Vendor to the Purchaser of written
      evidence, satisfactory to the Purchaser in its sole and absolute
      discretion, acting reasonably, that each of the Vendor’s representations,
      warranties and covenants contained hereinabove are true and accurate and
      including, without limitation, confirming that the Underlying Property
      Agreements and the Settlement Agreement are in good standing and that the
      rights and obligations thereunder are in full force and effect without
      limitation;

	 	 	 
	 	(b) 	
      the specific ratification of the terms and conditions of
      this Agreement by the Board of Directors of each of the Vendor and the
      Purchaser on or before five Business Days of the Effective Date
      (collectively, the “Ratification”);

	 	 	 
	 	(c) 	
      the completion by each of the Vendor and the Purchaser of
      an initial due diligence and operations review of the other Party’s
      respective businesses and operations on or before five Business Days of
      the prior satisfaction of the Ratification (collectively, the “Initial
      Due Diligence”);

	 	 	 
	 	(d) 	
      if required under applicable corporate and securities
      laws, the receipt of all necessary approvals from any regulatory authority
      having jurisdiction over the transactions contemplated by this Agreement
      and including, without limitation, the Purchaser’s approval to the
      issuance of the Acquisition Shares from the NYSE Amex equities exchange,
      on or before 15 Business Days from the Effective Date (collectively, the
      “Regulatory Approval”); and

	 	 	 
	 	(e) 	
      if required under applicable corporate and securities
      laws, shareholders of the Purchaser passing an ordinary resolution or,
      where required, a special resolution, approving the terms and conditions
      of this Agreement and all of the transactions contemplated
  hereby.



4.2           Parties’ waiver of conditions precedent. The
conditions precedent set forth in section “4.1” hereinabove are for the
exclusive benefit of each of the Parties and may be waived by each or any of the
Parties in writing and in whole or in part at any time; however, not later than
the Subject Removal Date. 

4.3           Vendor’s conditions precedent. The rights,
duties and obligations of the Vendor under this Agreement are also subject to
the following conditions precedent for the exclusive benefit of the Vendor to be
fulfilled in all material aspects in the reasonable opinion of the Vendor or to
be waived by the Vendor as soon as possible after the Effective Date, however;
unless specifically indicated as otherwise, not later than the Subject Removal
Date: 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 10 - 

	 	(a) 	
      the Purchaser shall have complied with all warranties,
      representations, covenants and agreements herein agreed to be performed or
      caused to be performed by the Purchaser on or before the Closing
    Date;

	 	 	 
	 	(b) 	
      the Purchaser shall have complied with all applicable
      securities laws in connection with the issuance of the Acquisition Shares
      to the Vendor on the Closing Date;

	 	 	 
	 	(c) 	
      the Purchaser will have obtained all authorizations,
      approvals, or waivers that may be necessary or desirable in connection
      with the transactions contemplated in this Agreement and including,
      without limitation, the Regulatory Approval, and other actions by, and
      have made all filings with, any and all regulatory authorities required to
      be made in connection with the transactions contemplated herein, and all
      such authorizations, approvals and other actions will be in full force and
      effect, and all such filings will have been accepted by the Purchaser who
      will be in compliance with, and have not committed any breach of, any
      securities laws, regulations or policies of any regulatory authority to
      which the Purchaser may be subject; and

	 	 	 
	 	(d) 	
      all matters which, in the opinion of counsel for the
      Vendor, are material in connection with the transactions contemplated by
      this Agreement shall be subject to the favourable opinion of such counsel,
      and all relevant records and information shall be supplied to such counsel
      for that purpose.



4.4           Vendor’s waiver of conditions precedent. The
conditions precedent set forth in section “4.3” hereinabove are for the
exclusive benefit of the Vendor and may be waived by the Vendor in writing and
in whole or in part at any time after the Effective Date; however, unless
specifically indicated as otherwise, not later than the Subject Removal Date.

4.5           Purchaser’s conditions precedent. The rights,
duties and obligations of the Purchaser under this Agreement are also subject to
the following conditions precedent for the exclusive benefit of the Purchaser to
be fulfilled in all material aspects in the reasonable opinion of the Purchaser
or to be waived by the Purchaser as soon as possible after the Effective Date;
however, unless specifically indicated as otherwise, not later than the Subject
Removal Date: 

	 	(a) 	
      the Vendor shall have complied with all warranties,
      representations, covenants and agreements herein agreed to be performed or
      caused to be performed by the Vendor on or before the Closing
  Date;

	 	 	 
	 	(b) 	
      the Vendor will have obtained all authorizations,
      approvals or waivers that may be necessary or desirable in connection with
      the transactions contemplated in this Agreement, and other actions by, and
      have made all filings with, any and all regulatory authorities from whom
      any such authorization, approval or other action is required to be
      obtained or to be made in connection with the transactions contemplated
      herein, and all such authorizations, approvals and other actions will be
      in full force and effect, and all such filings will have been accepted by
      the Vendor who will be in compliance with, and have not committed any
      breach of, any securities laws, regulations or policies of any regulatory
      authority to which the Vendor may be subject;

	 	 	 
	 	(c) 	
      all matters which, in the opinion of counsel for the
      Purchaser, are material in connection with the transactions contemplated
      by this Agreement shall be subject to the favourable opinion of such
      counsel, and all relevant records and information shall be supplied to
      such counsel for that purpose;



-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 11 - 

	 	(d) 	
      no action or proceeding at law or in equity shall be
      pending or threatened by any person, company, firm, governmental
      authority, regulatory body or agency to enjoin or prohibit:

	 	 	 	 
	 		(i) 	
      the purchase or transfer of any of the mineral property
      interests comprising the Property as contemplated by this Agreement or the
      right of the Vendor to dispose of any of the mineral property interests
      comprising the Property; or

	 	 	 	 
	 		(ii) 	
      the right of the Vendor to conduct its operations and
      carry on, in the normal course, its business and operations as it has
      carried on in the past;

	 	 	 	 
	 	(e) 	
      the delivery to the Purchaser by the Vendor, on a
      confidential basis, of any and all documentation and information
      respecting the mineral property interests comprising the Property, the
      Underlying Property Agreements and the Settlement Agreement (collectively,
      the “Property Documentation”) and including, without limitation,
      the following documentation and information:

	 	 	 	 
	 		(i) 	
      a copy of all material contracts, agreements, reports and
      information of any nature respecting the mineral property interests
      comprising the Property, the Underlying Property Agreements and the
      Settlement Agreement; and

	 	 	 	 
	 		(ii) 	
      details of any lawsuits, claims or potential claims
      relating to either the mineral property interests comprising the Property,
      the Underlying Property Agreements and the Settlement Agreement of which
      the Vendor is aware and the Purchaser is unaware; and

	 	 	 	 
	 	(f) 	
      the completion by the Purchaser and by the Purchaser’s
      professional advisors of a thorough due diligence and operations review of
      the mineral property interests comprising the Property together with the
      transferability of the mineral property interests comprising the Property
      as contemplated by this Agreement, to the sole and absolute satisfaction
      of the Purchaser.



4.6           Purchaser’s waiver of conditions precedent.
The conditions precedent set forth in section “4.5” hereinabove are for the
exclusive benefit of the Purchaser and may be waived by the Purchaser in writing
and in whole or in part at any after the Effective Date; however, unless
specifically indicated as otherwise, not later than the Subject Removal Date.

Article 5 
CLOSING AND EVENTS OF
CLOSING 

5.1           Closing and Closing Date. The closing (the
“Closing”) of the within Acquisition of the mineral interests comprising
the Property, as contemplated in the manner as set forth in Article “1”
hereinabove, together with all of the transactions contemplated by this
Agreement, shall occur on such day which is two Business Days following the due
and complete satisfaction of all of the conditions precedent which are set out
in Article “4” hereinabove (the “Closing Date”), or on such earlier or
later Closing Date as may be agreed to in advance and in writing by each of the
Parties, and will be closed, in each such instance, at the offices of counsel
for the Purchaser, McMillan LLP, Lawyers – Patent & Trade Mark Agents,
located at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British
Columbia, V6E 4N7, at 2:00 p.m. (Vancouver time) on the Closing Date. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 12 - 

5.2           Latest Closing Date. If the Closing Date has
not occurred by November 30, 2011, this Agreement will be terminated and
unenforceable unless the Parties agree in writing to grant an extension of the
Closing Date. 

5.3           Documents to be delivered by the Vendor prior to the
Closing Date. Not later than two Business Days prior to the Closing
Date, and in addition to the documentation which is required by the agreements
and conditions precedent which are set forth hereinabove, the Vendor shall also
execute and deliver, or cause to be delivered, to the Purchaser and/or the
Escrow Agent (as defined herein), as applicable, all such other documents,
resolutions and instruments as may be necessary, in the opinion of counsel for
the Purchaser, acting reasonably, to complete all of the transactions
contemplated by this Agreement and including, without limitation, the necessary
transfer of a 100% undivided right, title and interest in and to all of the
mineral property interests comprising the Property to the Purchaser under the
Acquisition and, subject only to the NSR, free and clear of all liens, charges
and encumbrances, and in particular including, but not being limited to, the
following materials: 

	 	(a) 	
      if required by applicable corporate law, a certified copy
      of an ordinary (or special) resolution of the shareholders of the Vendor
      approving the terms and conditions of this Agreement and the transactions
      contemplated hereby and thereby together with certification of any
      required notice to all shareholders of the Vendor of such written consent
      resolutions;

	 	 	 
	 	(b) 	
      all documentation as may be necessary and as may be
      required by counsel for the Purchaser, acting reasonably, to ensure that
      all of the mineral interests comprising the Property shall be duly
      transferred, assigned and are registerable in the name of and for the
      benefit of the Purchaser under all applicable corporate and securities
      laws;

	 	 	 
	 	(c) 	
      a certified copy of the resolutions of the Board of
      Directors of the Vendor authorizing the transfer by the Vendor to the
      Purchaser of a 100% undivided right, title and interest in and to all of
      the mineral property interests comprising the Property;

	 	 	 
	 	(d) 	
      any remaining Property Documentation not previously
      provided;

	 	 	 
	 	(e) 	
      all necessary consents and approvals in writing to the
      completion of the transactions contemplated herein;

	 	 	 
	 	(f) 	
      a certificate of an officer from the Vendor, dated as of
      the Closing Date, acceptable in form to counsel for the Purchaser, acting
      reasonably, certifying that the warranties, representations, covenants and
      agreements of the Vendor contained in this Agreement are true and correct
      in all respects and will be true and correct as of the Closing Date as if
      made by the Vendor on the Closing Date; and

	 	 	 
	 	(g) 	
      all such other documents and instruments as the
      Purchaser’s counsel may reasonably require.



5.4           Documents to be delivered by the Purchaser prior to
the Closing Date. Not later than two Business Days prior to the Closing
Date, and in addition to the documentation which is required by the agreements
and conditions precedent which are set forth hereinabove, the Purchaser shall
also execute and deliver, or cause to be delivered, to the Vendor and/or the
Escrow Agent, as applicable, all such other documents, resolutions and
instruments as are necessary, in the opinion of counsel for the Vendor, acting
reasonably, to complete the Acquisition, to make the Acquisition Payment and to
issue the Acquisition Shares free and clear of all liens, charges and
encumbrances, however, subject to the normal resale provisions applicable
thereto, and in particular including, but not being limited to, the following
materials: 

-- Property Acquisition Agreement --
 -- Uranium
Energy Corp. -- 




- 13 - 

	 	(a) 	
      a Closing agenda;

	 	 	 
	 	(b) 	
      a certified copy of the resolutions of the directors of
      the Purchaser providing for the approval of all of the transactions
      contemplated hereby;

	 	 	 
	 	(c) 	
      the Acquisition Payment inclusive of a share certificate
      of the Purchaser, subject to the normal resale provisions applicable
      thereto, representing all of the Acquisition Shares issued and registered
      in the name of the Vendor;

	 	 	 
	 	(d) 	
      all necessary consents and approvals in writing to the
      completion of the transactions contemplated herein and including, without
      limitation, the Regulatory Approval;

	 	 	 
	 	(e) 	
      confirmation of the Purchaser’s satisfaction with its due
      diligence in accordance with section “2.1” hereinabove;

	 	 	 
	 	(f) 	
      a certificate of an officer of the Purchaser, dated as of
      the Closing Date, acceptable in form to counsel for the Vendor, acting
      reasonably, certifying that the warranties, representations, covenants and
      agreements of the Purchaser contained in this Agreement are true and
      correct and will be true and correct as of the Closing Date as if made by
      the Purchaser on the Closing Date; and

	 	 	 
	 	(g) 	
      all such other documents and instruments as the Vendor’s
      counsel may reasonably require.



Article 6 
APPOINTMENT OF ESCROW
AGENT AND TRANSFER DOCUMENTS 

6.1           Appointment of Escrow Agent. The Parties
hereby acknowledge and initially appoint McMillan LLP, Lawyers – Patent &
Trade Mark Agents, located at 1500 Royal Centre, 1055 West Georgia Street,
Vancouver, British Columbia, V6E 4N7, counsel for the Purchaser herein, as
escrow agent (the “Escrow Agent”) herein, or such other Escrow Agent as
may be mutually determined by the Parties prior to the Subject Removal Date.

6.2           Escrow of Transfer Documents. Subject to and
in accordance with the terms and conditions hereof and the requirements of
Articles “1”, “3”, “4” and “5” hereinabove, and without in any manner limiting
the obligations of each of the Parties as contained therein and hereinabove, it
is hereby acknowledged and confirmed by the Parties that each of the Parties
will execute, deliver, or cause to be delivered, all such documentation as may
be required by the requirements of Articles “1”, “4” and “5” hereinabove
(herein, collectively, the “Transfer Documents”) and deposit the same
with the Escrow Agent, or with such other mutually agreeable escrow agent,
together with a copy of this Agreement, there to be held in escrow for release
by the Escrow Agent to the Parties in accordance with the strict terms and
provisions of Articles “1”, “4” and “5” hereinabove. 

6.3           Resignation of Escrow Agent. The Escrow Agent
may resign from its duties and responsibilities if it gives each of the Parties
three calendar days’ written notice in advance. Upon receipt of notice of the
Escrow Agent’s intention to resign, the Parties shall, within three calendar days, select a replacement escrow agent and jointly
advise the Escrow Agent in writing to deliver the Transfer Documents to the
replacement escrow agent. If the Parties fail to agree on a replacement escrow
agent within three calendar days of such notice, the replacement escrow agent
shall be selected by a Judge of the Supreme Court of the Province of British
Columbia upon application by any Party. The Escrow Agent shall continue to be
bound by this Agreement until the replacement escrow agent has been selected and
the Escrow Agent receives and complies with the joint instructions of the
Parties to deliver the Transfer Documents to the replacement escrow agent. The
Parties agree to enter into an escrow agreement substantially in the same form
of this Agreement with the replacement escrow agent. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 14 -

6.4           Instructions to Escrow Agent. Instructions
given to the Escrow Agent pursuant to this Agreement shall be given by duly
authorized signatories of the respective Parties. 

6.5           No other duties or obligations. The Escrow
Agent shall have no duties or obligations other than those specifically set
forth in this Article. 

6.6           No obligation to take legal action. The
Escrow Agent shall not be obligated to take any legal action hereunder which
might, in its judgment, involve any expense or liability unless it shall have
been furnished with a reasonable indemnity by all of the Parties together with
such other third parties as the Escrow Agent may require in its sole and
absolute discretion. 

6.7           Not bound to any other agreements. The Escrow
Agent is not bound in any way by any other contract or agreement between the
Parties whether or not it has knowledge thereof or of its terms and conditions
and its only duty, liability and responsibility shall be to hold and deal with
the Transfer Documents as herein directed. 

6.8           Notice. The Escrow Agent shall be entitled to
assume that any notice and evidence received by it pursuant to these
instructions from anyone has been duly executed by the Party by whom it purports
to have been signed and that the text of any notice and evidence is accurate and
the truth. The Escrow Agent shall not be obliged to inquire into the sufficiency
or authority of the text or any signatures appearing on such notice or evidence.

6.9           Indemnity. The Parties, jointly and
severally, covenant and agree to indemnify the Escrow Agent and to hold it
harmless against any loss, liability or expense incurred, without negligence or
bad faith on its part, arising out of or in connection with the administration
of its duties hereunder including, without limitation, the costs and expenses of
defending itself against any claim or liability arising therefrom. 

6.10           Not required to take any action. In the
event of any disagreement between any of the Parties to these instructions or
between them or either or any of them and any other person, resulting in adverse
claims or demands being made in connection with the Transfer Documents, or in
the event that the Escrow Agent should take action hereunder, it may, at its
option, refuse to comply with any claims or demands on it, or refuse to take any
other action hereunder, so long as such disagreement continues or such doubt
exists, and in any such event, it shall not be or become liable in any way or to
any person for its failure or refusal to act, and it shall be entitled to
continue so to refrain from acting until: 

	 	(a) 	
      the rights of all Parties shall have been fully and
      finally adjudicated by a court of competent jurisdiction; or

	 	 	 
	 	(b) 	
      all differences shall have been adjusted and all doubt
      resolved by agreement among all of the interested persons, and it shall
      have been notified thereof in writing signed by all such
  persons.



-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 15 - 

Article 7

NON-DISCLOSURE 

7.1           Non-disclosure. Subject to the provisions of
section “7.3” hereinbelow, the Parties, for themselves, their officers,
directors, shareholders, consultants, employees and agents, agree that they each
will not disseminate or disclose, or knowingly allow, permit or cause others to
disseminate or disclose to third parties who are not subject to express or
implied covenants of confidentiality, without the other Parties’ express written
consent, either: (i) the fact or existence of this Agreement or discussions
and/or negotiations between them involving, inter alia, possible business
transactions; (ii) the possible substance or content of those discussions; (iii)
the possible terms and conditions of any proposed transaction; (iv) any
statements or representations (whether verbal or written) made by either Party
in the course of or in connection with those discussions; or (v) any written
material generated by or on behalf of any Party and such contacts, other than
such disclosure as may be required under applicable securities legislation or
regulations, pursuant to any order of a Court or on a “need to know” basis to
each of the Parties’ respective professional advisors. 

7.2           Documentation. Any document or written
material generated by either Party in the course of, or in connection with, the
due diligence investigations conducted pursuant to this Agreement shall be
marked or deemed “Confidential” and shall be treated by each Party as a trade
secret of the other Parties. Upon termination of this Agreement prior to
Closing, all copies of any and all documents obtained by any Party from any
other Party herein, whether or not marked “Confidential”, shall be returned to
the other Parties forthwith. 

7.3           Public announcements. Notwithstanding the
provisions of this Article, the Parties agree to make such public announcements
of this Agreement promptly upon its execution in accordance with the
requirements of applicable securities legislation and regulations. 

Article 8 
 PROPRIETARY
INFORMATION AND
 ADDITIONAL OBLIGATIONS OF THE
PARTIES 

8.1           Confidential Information. Each Party
acknowledges that any and all information which a Party may obtain from, or have
disclosed to it, about the other Party constitutes valuable trade secrets and
proprietary confidential information of the other Party (collectively, the
“Confidential Information”). No such Confidential Information shall be
published by any Party without the prior written consent of the other Party,
however, such consent in respect of the reporting of factual data shall not be
unreasonably withheld, and shall not be withheld in respect of information
required to be publicly disclosed pursuant to applicable securities or
corporation laws. Furthermore, each Party undertakes not to disclose the
Confidential Information to any third party without the prior written approval
of the other Party and to ensure that any third party to which the Confidential
Information is disclosed shall execute an agreement and undertaking on the same
terms as contained herein. 

8.2           Impact of breach of confidentiality. The
Parties acknowledge that the Confidential Information is important to the
respective businesses of each of the Parties and that, in the event of
disclosure of the Confidential Information, except as authorized hereunder, the
damage to each of the Parties, or to either of them, may be irreparable. For the
purposes of the foregoing sections the Parties recognize and hereby agree that a
breach by any of the Parties of any of the covenants therein contained would
result in irreparable harm and significant damage to each of the other Parties
that would not be adequately compensated for by monetary award. Accordingly, the
Parties agree that in the event of any such breach, in addition to being
entitled as a matter of right to apply to a Court of competent equitable
jurisdiction for relief by way of restraining order, injunction, decree or
otherwise as may be appropriate to ensure compliance with the provisions hereof,
any such Party will also be liable to the other Party, as liquidated damages,
for an amount equal to the amount received and earned by such Party as a result
of and with respect to any such breach. The Parties also acknowledge and agree
that if any of the aforesaid restrictions, activities, obligations or periods
are considered by a Court of competent jurisdiction as being unreasonable, the
Parties agree that said Court shall have authority to limit such restrictions,
activities or periods as the Court deems proper in the circumstances. In
addition, the Parties further acknowledge and agree that all restrictions or
obligations in this Agreement are necessary and fundamental to the protection of
the respective businesses of each of the Parties and are reasonable and valid,
and all defenses to the strict enforcement thereof by either of the Parties are
hereby waived by the other Party. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 16 - 

8.3           Compliance with applicable laws. The Parties
will comply with all United States, Canadian and foreign laws, whether federal,
provincial or state, applicable to their respective duties hereunder and, in
addition, hereby represent and warrant that any information which they may
provide to any person or company hereunder will, to the best of their respective
knowledge, information and belief, be accurate and complete in all material
respects and not misleading, and will not omit to state any fact or information
which would be material to such person or company. 

8.4           Opinions, reports and advice of the Vendor.
The Vendor hereby acknowledges and agrees that all written and oral opinions,
reports, advice and materials provided by the Vendor to the Purchaser in
connection with Acquisition contemplated herein are intended solely for the
Purchaser’s benefit and for the Purchaser’s use only, and that any such written
and oral opinions, reports, advice and information are the exclusive property of
the Purchaser. In this regard the Vendor hereby covenants and agrees that the
Purchaser may utilize any such opinion, report, advice and materials for any
other purpose whatsoever and, furthermore, may reproduce, disseminate, quote
from and refer to, in whole or in part, at any time and in any manner, any such
opinion, report, advice and materials in the Purchaser’s sole and absolute
discretion. The Vendor further covenants and agrees that no public references to
the Purchaser or disclosure of the Vendor’s role in respect of the Purchaser may
be made by the Vendor without the prior written consent of the Purchaser in each
specific instance. 

Article 9
 ASSIGNMENT

9.1           Assignment. Save and except as provided
herein, no Party may sell, assign, pledge or mortgage or otherwise encumber all
or any part of its respective interest herein without the prior written consent
of the other Party. 

9.2           Amendment. This Agreement and any provision
thereof may only be amended in writing and only by duly authorized signatories
of each of the respective Parties. 

Article 10 
FORCE
MAJEURE 

10.1           Events. If any Party at any time is
prevented or delayed in complying with any provisions of this Agreement by
reason of strikes, walk-outs, labour shortages, power shortages, fires, wars,
acts of God, earthquakes, storms, floods, explosions, accidents, protests or
demonstrations by environmental lobbyists or native rights groups, delays in
transportation, breakdown of machinery, inability to obtain necessary materials
in the open market, unavailability of equipment, governmental regulations
restricting normal operations, shipping delays or any other reason or reasons
beyond the control of that Party, then the time limited for the performance by
that Party of its respective obligations hereunder shall be extended by a period
of time equal in length to the period of each such prevention or delay. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 17 - 

11.2           Notice. A Party shall, within seven calendar
days, give notice to the other Party of each event of force majeure under
section “10.1” hereinabove, and upon cessation of such event shall furnish the
other Party with notice of that event together with particulars of the number of
days by which the obligations of that Party hereunder have been extended by
virtue of such event of force majeure and all preceding events of
force majeure. 

Article 11
ARBITRATION


11.1           Matters for Arbitration. The Parties agree
that all questions or matters in dispute with respect to this Agreement shall be
submitted to arbitration pursuant to the terms hereof. 

11.2           Notice. It shall be a condition precedent to
the right of any Party to submit any matter to arbitration pursuant to the
provisions hereof that any Party intending to refer any matter to arbitration
shall have given not less than five Business Days’ prior written notice of its
intention to do so to the other Party together with particulars of the matter in
dispute. On the expiration of such five Business Days the Party who gave such
notice may proceed to refer the dispute to arbitration as provided in section
“11.3” hereinbelow. 

11.3           Appointments. The Party desiring arbitration
shall appoint one arbitrator, and shall notify the other Party of such
appointment, and the other Party shall, within five Business Days after
receiving such notice, appoint an arbitrator, and the two arbitrators so named,
before proceeding to act, shall, within five Business Days of the appointment of
the last appointed arbitrator, unanimously agree on the appointment of a third
arbitrator, to act with them and be chairman of the arbitration herein provided
for. If the other Party shall fail to appoint an arbitrator within five Business
Days after receiving notice of the appointment of the first arbitrator, or if
the two arbitrators appointed by the Parties shall be unable to agree on the
appointment of the chairman, the chairman shall be appointed under the
provisions of the British Columbia Commercial Arbitration Act (the
“Arbitration Act”). Except as specifically otherwise provided in this
section, the arbitration herein provided for shall be conducted in accordance
with such Arbitration Act. The chairman, or in the case where only one
arbitrator is appointed, the single arbitrator, shall fix a time and place in
Vancouver, British Columbia, Canada, for the purpose of hearing the evidence and
representations of the Parties, and he shall preside over the arbitration and
determine all questions of procedure not provided for under such Arbitration Act
or this section. After hearing any evidence and representations that the Parties
may submit, the single arbitrator, or the arbitrators, as the case may be, shall
make an award and reduce the same to writing, and deliver one copy thereof to
each of the Parties. The expense of the arbitration shall be paid as specified
in the award. 

11.4           Award. The Parties agree that the award of a
majority of the arbitrators, or in the case of a single arbitrator, of such
arbitrator, shall be final and binding upon each of them who hereby waive all
right of appeal thereon. 

-- Property Acquisition Agreement --

  -- Uranium
Energy Corp. -- 




- 18 - 

Article 12 
DEFAULT AND
TERMINATION 

12.1           Default. The Parties agree that if any Party
hereto is in default with respect to any of the provisions of this Agreement
(herein called the “Defaulting Party”), the non-defaulting Party (herein
called the “Non-Defaulting Party”) shall give notice to the Defaulting
Party designating such default, and within five Business Days after its receipt
of such notice, the Defaulting Party shall either: 

	 	(a) 	
      cure such default, or commence proceedings to cure such
      default and prosecute the same to completion without undue delay;
  or

	 	 	 
	 	(b) 	
      give the Non-Defaulting Party notice that it denies that
      such default has occurred and that it is submitting the question to
      arbitration as herein provided.



12.2           Arbitration. If arbitration is sought, a
Party shall not be deemed in default until the matter shall have been determined
finally by appropriate arbitration under the provisions of Article “11”
hereinabove. 

12.3           Curing the Default. If: 

	 	(a) 	
      the default is not so cured or the Defaulting Party does
      not commence or diligently proceed to cure the default; or

	 	 	 
	 	(b) 	
      arbitration is not so sought; or

	 	 	 
	 	(c) 	
      the Defaulting Party is found in arbitration proceedings
      to be in default, and fails to cure it within five calendar days after the
      rendering of the arbitration award,



the Non-Defaulting Party may, by written notice given to the
Defaulting Party at any time while the default continues, terminate the interest
of the Defaulting Party in and to this Agreement.

 12.4           Termination. In addition to the foregoing, it is hereby
  acknowledged and agreed by the Parties hereto that this Agreement will be
  immediately terminated, unless otherwise extended in accordance with section
  “5.2” hereinabove, in the event that: 

	 	(a) 	
      the entire Ratification is not received within five
      Business Days of the Effective Date;

	 	 	 
	 	(b) 	
      either of the Parties has not either satisfied or waived
      each of their respective conditions precedent prior to the Subject Removal
      Date in accordance with the provisions of Article “4”
  hereinabove;

	 	 	 
	 	(c) 	
      either of the Parties has failed to deliver or caused to
      be delivered any of their respective documents required to be delivered by
      Articles “4”, “5” and “6” hereinabove prior to each of the Subject Removal
      Date and the Closing Date in accordance with the provisions of Articles
      “4”, “5” and “6”;

	 	 	 
	 	(d) 	
      the final Closing has not occurred on or before November
      30, 2011 in accordance with section “5.2” hereinabove; or

	 	 	 
	 	(e) 	
      by agreement in writing by each of the
  Parties;



and in such event this Agreement will be terminated and be of
no further force and effect other than the obligations under Articles “7” and
“8” hereinabove. 

-- Property Acquisition Agreement -- 

  -- Uranium
    Energy Corp. -- 





- 19 - 

Article 13 
INDEMNIFICATION AND
LEGAL PROCEEDINGS 

13.1           Indemnification. Each of the Parties agrees
to indemnify and save harmless the other Party and including, where applicable,
the other Party’s respective affiliates, directors, officers, employees and
agents (each such party being an “Indemnified Party”) harmless from and
against any and all losses, claims, actions, suits, proceedings, damages,
liabilities or expenses of whatever nature or kind, including any investigation
expenses incurred by any Indemnified Party, to which an Indemnified Party may
become subject by reason of the terms and conditions of this Agreement. 

13.2           No indemnification. This indemnity will not
apply in respect of an Indemnified Party in the event and to the extent that a
court of competent jurisdiction in a final judgment shall determine that the
Indemnified Party was grossly negligent or guilty of willful misconduct. 13.3
Claim of indemnification. The Parties agree to waive any right
they might have of first requiring the Indemnified Party to proceed against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity. 

13.4           Notice of claim. In case any action is
brought against an Indemnified Party in respect of which indemnity may be sought
against any of the Parties, the Indemnified Party will give the relevant Party
prompt written notice of any such action of which the Indemnified Party has
knowledge and such Party will undertake the investigation and defense thereof on
behalf of the Indemnified Party, including the prompt employment of counsel
acceptable to the Indemnified Party affected and the payment of all expenses.
Failure by the Indemnified Party to so notify shall not relieve any Party of
such Party’s obligation of indemnification hereunder unless (and only to the
extent that) such failure results in a forfeiture by any Party of substantive
rights or defenses. 

13.5           Settlement. No admission of liability and no
settlement of any action shall be made without the consent of each of the
Parties and the consent of the Indemnified Party affected, such consent not to
be unreasonable withheld. 

13.6           Legal proceedings. Notwithstanding that the
relevant Party will undertake the investigation and defense of any action, an
Indemnified Party will have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel will be at the expense of the Indemnified Party unless: 

	 	(a) 	
      such counsel has been authorized by the relevant
      Party;

	 	 	 
	 	(b) 	
      the relevant Party has not assumed the defense of the
      action within a reasonable period of time after receiving notice of the
      action;

	 	 	 
	 	(c) 	
      the named parties to any such action include any Party
      and the Indemnified Party shall have been advised by counsel that there
      may be a conflict of interest between any Party and the Indemnified Party;
      or

	 	 	 
	 	(d) 	
      there are one or more legal defenses available to the
      Indemnified Party which are different from or in addition to those
      available to any Party.



-- Property Acquisition Agreement --

  -- Uranium
Energy Corp. -- 




- 20 - 

13.7           Contribution. If for any reason other than
the gross negligence or bad faith of the Indemnified Party being the primary
cause of the loss claim, damage, liability, cost or expense, the foregoing
indemnification is unavailable to the Indemnified Party or insufficient to hold
them harmless, the relevant Party shall contribute to the amount paid or payable
by the Indemnified Party as a result of any and all such losses, claim, damages
or liabilities in such proportion as is appropriate to reflect not only the
relative benefits received by any Party on the one hand and the Indemnified
Party on the other, but also the relative fault of the Parties and other
equitable considerations which may be relevant. Notwithstanding the foregoing,
the relevant Party shall in any event contribute to the amount paid or payable
by the Indemnified Party, as a result of the loss, claim, damage, liability,
cost or expense (other than a loss, claim, damage, liability, cost or expenses,
the primary cause of which is the gross negligence or bad faith of the
Indemnified Party), any excess of such amount over the amount of the fees
actually received by the Indemnified Party hereunder. 

Article 14 
NOTICE


14.1           Notice. Each notice, demand or other
communication required or permitted to be given under this Agreement shall be in
writing and shall be sent by prepaid registered mail deposited in a post office
addressed to the Party entitled to receive the same, or delivered to such Party,
at the address for such Party specified above. The date of receipt of such
notice, demand or other communication shall be the date of delivery thereof if
delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the third calendar day after the same shall have been so
mailed, or 15 calendar days in the case of an addressee with an address for
service in a country other than a country in which the Party giving the notice,
demand or other communication resides, except in the case of interruption of
postal services for any reason whatsoever, in which case the date of receipt
shall be the date on which the notice, demand or other communication is actually
received by the addressee. 

14.2           Change of address. Either Party may at any
time and from time to time notify the other Party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change. 

Article 15 
GENERAL
PROVISIONS 

15.1           Entire agreement. This Agreement constitutes
the entire agreement to date between the Parties and supersedes every previous
agreement, communication, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this
Agreement. 

15.2            Enurement. This Agreement will enure to the
  benefit of and will be binding upon the Parties and their respective successors
  and permitted assigns. 

15.3           Schedule. The Schedules to this Agreement is
hereby incorporated by reference into this Agreement in its entirety. 

15.4           Time of the essence. Time will be of the
essence of this Agreement. 

-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




- 21 - 

15.5          Representation and costs. It is hereby
acknowledged by each of the Parties that McMillan LLP, Lawyers – Patent &
Trade Mark Agents, act solely for the Purchaser and, correspondingly, that the Vendor has been required by each of
McMillan LLP and the Purchaser to obtain independent legal advice with respect
to its review and execution of this Agreement. In addition, it is hereby further
acknowledged and agreed by the Parties that McMillan LLP, and certain or all of
its principal owners or associates, from time to time, may have both an economic
or shareholding interest in and to the Purchaser and/or a fiduciary duty to the
same arising from either a directorship, officership or similar relationship
arising out of the request of the Purchaser for certain of such persons to act
in a similar capacity while acting for the Purchaser as counsel.
Correspondingly, and even where, as a result of this Agreement, the consent of
each Party to the role and capacity of McMillan LLP, and its principal owners
and associates, as the case may be, is deemed to have been received, where any
conflict or perceived conflict may arise, or be seen to arise, as a result of
any such capacity or representation, each Party acknowledges and agrees to, once
more, obtain independent legal advice in respect of any such conflict or
perceived conflict and, consequent thereon, McMillan LLP, together with any such
principal owners or associates, as the case may be, shall be at liberty at any
time to resign any such position if it or any Party is in any way affected or
uncomfortable with any such capacity or representation. Each Party to this
Agreement will also bear and pay its own costs, legal and otherwise, in
connection with its respective preparation, review and execution of this
Agreement and, in particular, that the costs involved in the preparation of this
Agreement, and all documentation necessarily incidental thereto, by McMillan
LLP, shall be at the cost of the Purchaser. 

15.6           Applicable law. Except for matters related
to the Property, which shall be governed by the laws of the State of Arizona,
the situs of this Agreement is Vancouver, British Columbia, Canada, and for all
purposes this Agreement will be governed exclusively by and construed and
enforced in accordance with the laws and Courts prevailing in the Province of
British Columbia, Canada, together with the federal laws of Canada applicable
therein. 

15.7           Further assurances. The Parties hereby,
jointly and severally, covenant and agree to forthwith, upon request, execute
and deliver, or cause to be executed and delivered, such further and other
deeds, documents, assurances and instructions as may be required by the Parties
or their respective counsel in order to carry out the true nature and intent of
this Agreement. 

15.8           Invalid provisions. If any provision of this
Agreement is at any time unenforceable or invalid for any reason it will be
severable from the remainder of this Agreement and, in its application at that
time, this Agreement will be construed as though such provision was not
contained herein and the remainder will continue in full force and effect and be
construed as if this Agreement had been executed without the invalid or
unenforceable provision. 

15.9           Currency. Unless otherwise stipulated, all
payments required to be made pursuant to the provisions of this Agreement and
all money amount references contained herein are in lawful currency of the
United States. 

15.10           Severability and construction. Each
Article, section, paragraph, term and provision of this Agreement, and any
portion thereof, shall be considered severable, and if, for any reason, any
portion of this Agreement is determined to be invalid, contrary to or in
conflict with any applicable present or future law, rule or regulation in a
final unappealable ruling issued by any court, agency or tribunal with valid
jurisdiction in a proceeding to any of the Parties hereto is a party, that
ruling shall not impair the operation of, or have any other effect upon, such
other portions of this Agreement as may remain otherwise intelligible (all of
which shall remain binding on the Parties and continue to be given full force
and agreement as of the date upon which the ruling becomes final). 

-- Property Acquisition Agreement --

  -- Uranium
Energy Corp. -- 




- 22 - 

15.11           Captions. The captions, section numbers,
Article numbers and Schedule numbers appearing in this Agreement are inserted
for convenience of reference only and shall in no way define, limit, construe or
describe the scope or intent of this Agreement nor in any way affect this
Agreement. 

15.12           Counterparts. This Agreement may be signed
by the Parties in as many counterparts as may be necessary and, if required, by
facsimile, each of which so signed being deemed to be an original, and such
counterparts together shall constitute one and the same instrument and,
notwithstanding the date of execution, will be deemed to bear the Effective Date
as set forth on the front page of this Agreement. 

15.13           No partnership or agency. The Parties have
not created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any Party the partner, agent or legal
representative of any other Party, nor create any fiduciary relationship between
them for any purpose whatsoever. No Party shall have any authority to act for,
or to assume any obligations or responsibility on behalf of, any other party
except as may be, from time to time, agreed upon in writing between the Parties
or as otherwise expressly provided.

 15.14           Consents and waivers. No
  consent or waiver expressed or implied by either Party in respect of any breach
  or default by the other Party in the performance by such other of its
  obligations hereunder shall: 

	 	(a) 	
      be valid unless it is in writing and stated to be a
      consent or waiver pursuant to this section;

	 	 	 
	 	(b) 	
      be relied upon as a consent to or waiver of any other
      breach or default of the same or any other obligation;

	 	 	 
	 	(c) 	
      constitute a general waiver under this Agreement;
    or

	 	 	 
	 	(d) 	
      eliminate or modify the need for a specific consent or
      waiver pursuant to this section in any other or subsequent
  instance.



     IN WITNESS WHEREOF
each of the Parties has hereunto set its seal by the hand of its duly
authorized signatory as of the Effective Date as set forth on the front page of
this Agreement. 

	The COMMON SEAL of 	) 	  
	COOPER MINERALS, INC., 	) 	  
	the Vendor herein, 	) 	  
	was hereunto affixed in the presence of: 	) 	(C/S) 
	  	) 	  
	/s/
      signed                           	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	The COMMON SEAL of 	) 	  
	URANIUM ENERGY CORP., 	) 	  
	the Purchaser herein, 	) 	  
	was hereunto affixed in the presence of: 	) 	(C/S) 
	  	) 	  
	/s/ Mark Katsumata      	) 	  
	Authorized Signatory 	) 	  


-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 




Schedule A 

     This is Schedule “A” to that
certain Property Acquisition Agreement as entered into between the Vendor
(Cooper Minerals, Inc.) and the Purchaser (Uranium Energy Corp.). 

Purchase and Royalty Agreement 

Refer to the copy of the Purchase and Royalty Agreement
attached hereto. 
__________


-- Property Acquisition Agreement -- 

  -- Uranium
Energy Corp. -- 






  
  


  








































































































































































































































































































Schedule B




     This is Schedule “B” to that certain Property Acquisition Agreement as entered into between the Vendor (Cooper Minerals, Inc.) and the Purchaser (Uranium Energy Corp.). 


Quitclaim Deed and Reservation of Royalty Interest


Refer to the copy of the Quitclaim Deed and Reservation of Royalty Interest attached hereto. 
__________ 

	
      --
      Property Acquisition Agreement --

    -- Uranium Energy Corp. --








































































































Schedule C




     This is Schedule “C” to that certain Property Acquisition Agreement as entered into between the Vendor (Cooper Minerals, Inc.) and the Purchaser (Uranium Energy Corp.). 


Property




Refer to the materials attached hereto.

__________ 




-- End of Property Acquisition Agreement --

__________ 



	
      --
          Property Acquisition Agreement --

  -- Uranium Energy Corp. --