Uranium Energy Corp DEF 14A, filed Jun 5, 2024

Uranium Energy Corp (UEC)

DEF 14A 2024-06-05 For: 2024-07-16

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Added on June 12, 2026

About this DEF 14A

Uranium Energy Corp filed this DEF 14A on June 5, 2024.

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Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percentage of Beneficial Ownership

Directors and Executive Officers:

Amir Adnani 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2	5,291,645 ⁽²⁾	1.3%

Spencer Abraham 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401	730,511 ⁽³⁾	*

David Kong 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2	295,330 ⁽⁴⁾	*

Vincent Della Volpe 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401	375,269 ⁽⁵⁾	*

Gloria Ballesta 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2	276,606⁽⁶⁾	*

Trecia Canty 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401	55,805 ⁽⁷⁾	*

Pat Obara 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia, Canada, V6E 4A2	1,324,873 ⁽⁸⁾	*

Scott Melbye 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401	1,481,246 ⁽⁹⁾	*

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percentage of Beneficial Ownership

Brent Berg 500 North Shoreline Boulevard, Suite 800N Corpus Christi, Texas, U.S.A., 78401	7,525 ⁽¹⁰⁾	*

All directors and executive officers as a group (9 persons)	9,838,810 ⁽¹¹⁾	2.4%

Major Stockholders:

BlackRock, Inc. 50 Hudson Yards New York, NY, U.S.A., 10001	29,529,945 ⁽¹²⁾	7.2%

Global X Management Company LLC 605 3^rd Avenue, 43^rd Floor New York, NY, U.S.A., 10158	20,788,582 ⁽¹³⁾	5.1%

MMCAP International Inc. SPC MM Asset Management Inc. c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands	26,529,712 ⁽¹⁴⁾	6.5%

State Street Corporation 1 Congress Street, Suite 1 Boston, MA, U.S.A., 02114	20,271,305 ⁽¹⁵⁾	5.0%

The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA, U.S.A., 19355	22,222,813 ⁽¹⁶⁾	5.4%

*	Less than one percent.
(1)	Under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Proxy Statement. As of May 28, 2024, there were 408,778,351 shares of common stock of the Company issued and outstanding.
(2)	This figure represents (i) 4,896,202 shares of our common stock held directly or indirectly by Mr. Adnani; (ii) 3,000 shares of our common stock held of record by Mr. Adnani’s wife; (iii) 78,489 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof; and (iv) performance based restricted stock units to receive 313,954 shares of our common stock on settlement, that will vest within 60 days of the date hereof. Performance based restricted stock units that will vest within 60 days of the date hereof are subject to the achievement of performance criteria and are included assuming maximum payout based on an estimation of performance, which shares of our common stock may be paid out in lesser amounts, or not at all, and will accrue and settle at the end of a 36-month period.
(3)	This figure represents (i) 642,903 shares of our common stock held directly by Mr. Abraham; (ii) stock options to purchase 74,972 shares of our common stock, which have vested or will vest within 60 days of the date hereof; and (iii) 12,636 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof.

(4)	This figure represents (i) 154,085 shares of our common stock held directly by Mr. Kong; and (ii) stock options to purchase 141,245 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(5)	This figure represents (i) 186,095 shares of our common stock held directly by Mr. Della Volpe; and (ii) stock options to purchase 189,174 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(6)	This figure represents (i) 80,917 shares of our common stock held directly by Ms. Ballesta; and (ii) stock options to purchase 195,689 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(7)	This figure represents stock options to purchase 55,805 shares of our common stock, which will vest within 60 days of the date hereof.
(8)	This figure represents (i) 788,000 shares of our common stock held directly by Mr. Obara; (ii) stock options to purchase 425,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof; (iii) 22,375 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof; and (iv) performance based restricted stock units to receive 89,498 shares of our common stock on settlement, that will vest within 60 days of the date hereof. Performance based restricted stock units that will vest within 60 days of the date hereof are subject to the achievement of performance criteria and are included assuming maximum payout based on an estimation of performance, which shares of our common stock may be paid out in lesser amounts, or not at all, and will accrue and settle at the end of a 36-month period.
(9)	This figure represents (i) 894,373 shares of our common stock held directly by Mr. Melbye; (ii) stock options to purchase 475,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof; (iii) 22,375 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof; and (iv) performance based restricted stock units to receive 89,498 shares of our common stock on settlement, that will vest within 60 days of the date hereof. Performance based restricted stock units that will vest within 60 days of the date hereof are subject to the achievement of performance criteria and are included assuming maximum payout based on an estimation of performance, which shares of our common stock may be paid out in lesser amounts, or not at all, and will accrue and settle at the end of a 36-month period.
(10)	This figure represents (i) 3,045 shares of our common stock held directly by Mr. Berg; and (ii) stock options to purchase 4,480 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(11)	This figure represents (i) 7,648,620 shares of our common stock; (ii) stock options to purchase 1,561,365 shares of our common stock, which have vested or will vest within 60 days of the date hereof; (iii) 135,875 shares of our common stock issuable pursuant to restricted stock units that will vest within 60 days of the date hereof; and (iv) performance based restricted stock units to receive 492,950 shares of our common stock on settlement, that will vest within 60 days of the date hereof. Performance based restricted stock units that will vest within 60 days of the date hereof are subject to the achievement of performance criteria and are included assuming maximum payout based on an estimation of performance, which shares of our common stock may be paid out in lesser amounts, or not at all, and will accrue and settle at the end of a 36-month period.
(12)	This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 26, 2024.
(13)	This information is based on a Schedule 13G filed with the SEC by Global X Management Company LLC on February 14, 2024.
(14)	This figure represents (i) 25,753,822 shares of our common stock and (ii) stock purchase warrants to purchase 775,890 shares of our common stock. This information is based on a Schedule 13G/A filed with the SEC jointly by MMCAP International Inc. SPC and MM Asset Management Inc. on February 13, 2024, which both have shared voting and dispositive power over such shares. MM Asset Management Inc.’s address is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario, Canada, M5J 2S1.
(15)	This information is based on a Schedule 13G/A filed with the SEC by State Street Corporation on January 25, 2024.
(16)	This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc. on February 13, 2024.

Name	Age	Position with the Company
Amir Adnani	46	President, Chief Executive Officer, Principal Executive Officer and a director
Spencer Abraham	71	Chairman (non-executive) and a director
David Kong	77	A director
Vincent Della Volpe	81	A director
Gloria Ballesta	48	A director
Trecia Canty	54	A director
Pat Obara	68	Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer
Scott Melbye	61	Executive Vice President
Brent Berg	52	Senior Vice President, U.S. Operations

Mining Industry Experience		Directors who have experience serving on mining company boards, in senior leadership roles at mining companies and/or technical expertise in one or more of the following areas: production, mine operations, mine development, exploration, project development and mergers and acquisitions bring an understanding of our business and oversight of strategy.
Senior Leadership Experience		Directors who have experience serving in senior leadership roles at large/complex organizations bring strong abilities to motivate others, to identify and develop leadership qualities in others, to achieve strategic priorities and to create long-term value.
Public Company Board Experience		Directors who have experience serving on other public company boards bring knowledge of the operation of the board and relationships between the board, the Chief Executive Officer and other senior management, insights on key issues, agenda setting, risk oversight, corporate governance, executive compensation and operational and compliance-related matters.
International Business Experience		Directors who have experience serving on other company boards or in senior leadership roles at other companies that have international operations bring knowledge of diverse business, political, cultural and regulatory environments.
Capital Markets Experience		Directors who have experience relating to capital markets bring knowledge of investor expectations and perspectives related to capital raising, capital structure, financing transactions, dispositions, mergers, acquisitions and other strategic transactions.
Accounting and Financial Reporting Experience		Directors who have past professional experience in finance or accounting, requisite professional certification in accounting or experience serving as a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities or experience serving on other public company audit committees, bring an understanding of financial oversight responsibilities required to oversee the Company’s financial reporting and internal control functions.
Corporate Governance, Safety, Health, Environment and Sustainability Experience		Directors who have experience relating to corporate governance, workplace safety, health, the environment and sustainability bring knowledge of leading practices to oversee strong performance.
Government, Regulatory and Public Policy Experience		Directors who have experience relating to government, regulatory or public policy matters bring knowledge helpful to operate in a complex regulatory environment.

Skill	Amir Adnani	Spencer Abraham	David Kong	Vincent Della Volpe	Gloria Ballesta	Trecia Canty
Mining Industry Experience	✔	✔	✔	✔	✔	✔
Senior Leadership Experience	✔	✔	✔			✔
Public Company Board Experience	✔	✔	✔	✔	✔
International Business Experience	✔	✔	✔	✔	✔	✔
Capital Markets Experience	✔		✔	✔		✔
Accounting and Financial Reporting Experience	✔		✔	✔	✔	✔
Corporate Governance, Safety, Health, Environment and Sustainability Experience	✔	✔	✔	✔	✔	✔
Government, Regulatory and Public Policy Experience		✔				✔

	What We Do ✓		What We Do NOT Do
✓	DO align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to Company strategic objectives.	×	NO guaranteed cash incentives, equity compensation or salary increases for executives except in limited scenarios in connection with their hiring.

✓	DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute TSR goals.	×	NO full single trigger acceleration of annual equity awards granted to executives.

✓	DO cap payouts for annual incentive and LTIP awards.	×	NO acceleration of performance based equity awards without regard to performance goals, with any acceleration upon a qualifying termination of employment subject to proration as well as the attainment of performance goals measured through the date of the acceleration event.

✓	DO maintain rigorous stock ownership guidelines (3x base compensation for the CEO and 1x base compensation for other executive officers).	×	NO executive retirement plans for any of our executives.

✓	DO maintain a clawback policy with respect to cash and equity incentive compensation.	×	NO compensation or incentives that encourage unnecessary or excessive risk taking.

✓	DO conduct annual compensation review and approval of our compensation philosophy and strategy.	×	NO tax gross ups.

✓	DO appoint a Compensation Committee comprised entirely of independent directors.	×	NO pledging of any of our securities by directors, executive officers or other employees.

✓	DO use an independent compensation consultant engaged by our Compensation Committee.	×	NO hedging or derivative transactions by directors, executive officers or other employees involving our securities.

✓	DO have a majority of executive compensation at risk based on corporate performance.	×	NO perquisites for executives.

Removed from the Peer Group	Added to the Peer Group
Global Atomic Corporation	Coeur Mining, Inc.
IsoEnergy Ltd.	enCore Energy Corp.
NACCO Industries, Inc.	Filo Corp. (formerly Filo Mining Corp.)
PolyMet Mining Corp.	K92 Mining Inc.
Ur-Energy Inc.	Osisko Mining Inc.
	Seabridge Gold Inc.
	Torex Gold Resources Inc.

Peer Group
Centrus Energy Corp.	Energy Fuels Inc.	NexGen Energy Ltd.
Coeur Mining, Inc.	Filo Corp. (formerly Filo Mining Corp.)	Northern Oil and Gas, Inc.
Comstock Resources, Inc.	Fission Uranium Corp.	Osisko Mining Inc.
Denison Mines Corp.	Gulfport Energy Corporation	Seabridge Gold Inc.
enCore Energy Corp.	K92 Mining Inc.	Torex Gold Resources Inc.

	Fiscal 2023				Fiscal 2024
Name and Principal Position	October 31, 2022	January 31, 2023	April 30, 2023	July 31, 2023	October 31, 2023	January 31, 2024	As of the date hereof
Amir Adnani President and Chief Executive Officer	$478,000	$478,000	$478,000	$478,000	$575,000	$575,000	$575,000
Pat Obara Secretary, Treasurer and Chief Financial Officer	CA$189,000	CA$189,000	CA$189,000	CA$189,000	$200,000	$200,000	$200,000
Scott Melbye Executive Vice President	$262,500	$262,500	$262,500	$262,500	$290,000	$290,000	$290,000

		Fiscal 2023 Target Award		Performance Weighting
Executive Officer	Base Compensation	% of Base Compensation	Target Award	Corporate	Individual
Amir Adnani President and Chief Executive Officer	$478,000	100%	$478,000	80%	20%
Pat Obara Secretary, Treasurer and Chief Financial Officer	CA$189,000	65%	CA$122,850	60%	40%
Scott Melbye Executive Vice President	$262,500	50%	$131,250	50%	50%

	Weight			Performance Levels
Performance Metrics	Chief Executive Officer	Chief Financial Officer	Executive Vice President	Threshold (50% of Target Award)	Target (100% of Target Award)	Breakthrough (200% of Target Award)	Result	Payout
S-K 1300 Reporting	10%	7.5%	6%	Roughrider	Roughrider plus one TRS report	Roughrider plus two TRS reports	S-K 1300: Six TRS reports filed	Breakthrough
Accretive Acquisitions	30%	22.5%	19%	Increase resources with accretive acquisitions			Acquisitions: Completed	Breakthrough
Balance Sheet				Strengthen the balance sheet to support growth initiatives with at least $50 million of liquid assets comprised of cash and the fair value of physical uranium and equity holdings			Balance Sheet: Exceeded $70	Breakthrough
Balance Sheet	10%	7.5%	6%	$50 million	$60 million	$70 million	million
				Increase licensed capacity to four million pounds of U₃O₈annually at our Hobson Processing Facility (“Hobson Capacity”) and project milestones
Texas Production Growth	7.5%	6%	5%	Increase Hobson Capacity to four million pounds	Increase Hobson Capacity plus define Production Area 2 at our Burke Hollow Project	Increase Hobson Capacity plus define Production Area 2 at our Burke Hollow Project and commence development drilling at our Palangana Mine Production Area 4	Texas Production Growth: Completed	Breakthrough
				De-risk and complete a plan for resumption of operations at Christensen including start-up plan preparation, wellfield preparation, plant and pump stations preparation, testing and mobilizing human resources to commence delineation and resource growth drilling
Wyoming	7.5%	6%	5%	Complete a plan for resumption of operations at Christensen including mobilizing human resources to commence delineation and resource growth drilling	Complete drilling at Irigaray Mine Unit 15	Complete drilling at Irigaray Mine Unit 15 and Christensen Mine Unit 12 south	Wyoming: Completed	Breakthrough
				Goal 1: Conduct a climate risk assessment to prepare for disclosure aligned with recommendations of the Task Force on Climate-related Financial Disclosures Goal 2: Measure GHG emissions at all Texas operations for Fiscal 2023 Goal 3: Measure GHG emissions at all Wyoming operations for Fiscal 2023 Goal 4: Measure GHG emissions at all Saskatchewan operations for Fiscal 2023			ESG Program: Four of four goals completed
ESG Program	7.5%	6%	5%	Two of four goals	Three of four goals	Four of four goals	ESG Program: Four of four goals completed	Breakthrough
Total Recordable Injury and Illness Incidence Rate	7.5%	6%	5%	Promote high performing safe environments with no recordable injuries			Rate: Zero	Breakthrough
Total Recordable Injury and Illness Incidence Rate	7.5%	6%	5%	Rate below 4.8	Rate below 3.2	Rate below 1.6 and no fatalities	Rate: Zero	Breakthrough
				Chief Executive Officer: Exceeded Expectations			Individual
Individual Performance	20%	--	--	Below Expectations	Met Expectations	Exceeded Expectations	Performance: Exceeded Expectations	Breakthrough
				Chief Financial Officer: Exceeded Expectations			Individual
Individual Performance	--	40%	--	Below Expectations	Met Expectations	Exceeded Expectations	Performance: Exceeded Expectations	Breakthrough
				Executive Vice President: Met Expectations			Individual
Individual Performance	--	--	50%	Below Expectations	Met Expectations	Exceeded Expectations	Performance: Met Expectations	Above Threshold

		Fiscal 2023 Target Award		Performance		Fiscal
Executive Officer	Base Compensation	% of Base Compensation	Target Award	Corporate	Individual	2023 STIP Payout	% of Target
Amir Adnani President and Chief Executive Officer	$478,000	100%	$478,000	80% x 200%	20% x 200%	$956,000	200%
Pat Obara Secretary, Treasurer and Chief Financial Officer	CA$189,000	65%	CA$122,850	60% x 200%	40% x 200%	$186,462	200%
Scott Melbye Executive Vice President	$262,500	50%	$131,250	50% x 200%	50% x 60%	$170,000	130%

Measurement Period	Performance Criteria	Company TSR vs. ETF TSR	Performance Multiplier if Absolute Company TSR is Positive over the Measurement Period	Performance Multiplier if Absolute Company TSR is Negative over the Measurement Period
Grant date to end	Three-Year Relative Total	Greater than -2,500 bps	0%	0%
of 36-month	Stockholder Return against	-2,500 bps	50%	50%
period	Global X Uranium ETF	0 bps	100%	100%
		2,500 bps	200%	100%

Name and Principal Position	Performance Vesting PSOs (% of Granted Units)		Performance Vesting PRSUs (% of Granted Units)		Time Vesting RSUs (% of Granted Units)
Amir Adnani President and Chief Executive Officer		16%		29%		55%
Pat Obara Secretary, Treasurer and Chief Financial Officer		16%		29%		55%
Scott Melbye Executive Vice President		16%		29%		55%

Executive Officer	Total Stock Ownership		Total Value of Stock Owned ⁽¹⁾		Stock Ownership Requirement		Meets Stock Ownership Requirement
Amir Adnani President and Chief Executive Officer		4,896,202		$34,567,186		$1,725,000	Yes
Pat Obara Secretary, Treasurer and Chief Financial Officer		788,000		$5,563,280		$200,000	Yes
Scott Melbye Executive Vice President		894,373		$6,314,273		$290,000	Yes
Brent Berg Senior Vice President, U.S. Operations		3,045		$21,498		$320,000		⁽²⁾

(1)	The total value of stock owned is based on the $7.06 average closing price of our common stock for the 60 days preceding May 28, 2024.
(2)	Mr. Berg was appointed as an executive officer of the Company on March 21, 2024 and has until March 21, 2029 to meet his stock ownership guidelines.

Name and Principal Position	Year	Salary ⁽¹⁾		Bonus ⁽²⁾		Stock Awards ⁽³⁾			Option Awards ⁽⁴⁾		Non-Equity Incentive Plan Compensation ⁽⁵⁾		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Amir Adnani	2023	$	478,000	$	-	$	2,026,264	⁽⁶⁾	$	240,516	$	956,000	$	-	$	-	$	3,700,780
President and	2022		449,167		22,000		964,705	⁽⁷⁾		-		880,000		-		-		2,315,872
Chief Executive Officer	2021		440,000		300,000		895,553	⁽⁸⁾		-		-		-		-		1,635,553

Pat Obara ⁽⁹⁾	2023		152,023		-		280,229	⁽⁶⁾		33,262		186,462		-		-		651,977
Secretary, Treasurer and	2022		156,877		7,087		201,820	⁽⁷⁾		-		150,011		-		-		515,795
Chief Financial Officer	2021		141,309		50,000		255,292	⁽⁸⁾		-		-		-		-		446,601

Scott Melbye	2023		277,644		-		344,894	⁽⁶⁾		40,939		170,000		-		-		833,476
Executive Vice President	2022		263,862		12,500		264,893	⁽⁷⁾		-		150,000		-		-		691,255
	2021		250,000		50,000		255,292	⁽⁸⁾		-		-		-		-		555,292

(1)	These amounts represent fees paid by us to our Named Executive Officers during the year pursuant to various executive services agreements, between us and the Named Executive Officers, which are more particularly described below. For Fiscal 2021, these amounts include the following restitution payments: to Mr. Adnani: $71,507; to Mr. Obara: CA$25,112; and to Mr. Melbye: $27,944.
(2)	For Fiscal 2022, these amounts represent discretionary bonuses paid in the fiscal year.
(3)	These amounts represent the aggregate grant date fair value of RSUs and PRSUs. For Fiscal 2023, the grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023, and the grant date fair value of each PRSU is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%. For Fiscal 2022, the grant date fair value of each RSU is $3.98 per share based on the most recent closing price of our common stock as of the grant date of July 29, 2022, and the grant date fair value of each PRSU is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%. For Fiscal 2021, the grant date fair value of each RSU is $2.15 per share based on the most recent closing price of our common stock as of the grant date of July 21, 2021, and the grant date fair value of each PRSU is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%.
(4)	These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the PSOs granted on July 31, 2023: exercise price: $3.98; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.092991.
(5)	These amounts represent cash awards under our STIP. The payments for Fiscal 2023 and Fiscal 2022 were made after our year-end results were evaluated in August 2023 and August 2022, respectively.
(6)	This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 31, 2023.
(7)	This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 29, 2022.
(8)	This amount represents the aggregate grant date fair value of RSUs and PRSUs granted on July 21, 2021.
(9)	For each of Fiscals 2023, 2022 and 2021, the Company paid Mr. Obara in Canadian currency. For the purpose of reporting the base compensation paid to Mr. Obara, the compensation was converted from Canadian currency to U.S. currency at the Bank of Canada rate for the years ended July 31^st.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽²⁾						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares		All Other Option Awards: Number of Securities		Exercise Price of Option		Grant Date Fair Value of Stock and Option
Name	Award Type ⁽¹⁾	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold		Target		Maximum		of Stock or Units		Underlying Options		Awards ($)		Awards ($)
Amir Adnani	STIP	August 1, 2022		167,300		334,600		956,000		-		-		-		-		-		-		-
President and	PSO	July 31, 2023		-		-		-		-		-		-		-		114,915		3.98		240,516	⁽³⁾
Chief Executive	RSU ⁽⁶⁾	July 31, 2023		-		-		-		-		-		-		397,692		-		-		1,320,337	⁽⁴⁾
Officer	PRSU ⁽⁶⁾	July 31, 2023		-		-		-		105,449		210,897		421,795		-		-		-		705,926	⁽⁵⁾

Pat Obara	STIP	August 1, 2022		36,127		72,254		186,462		-		-		-		-		-		-		-
Secretary,	PSO	July 31, 2023		-		-		-		-		-		-		-		15,892		3.98		33,262	⁽³⁾
Treasurer and	RSU	July 31, 2023		-		-		-		-		-		-		55,000		-		-		182,600	⁽⁴⁾
Chief Financial Officer	PRSU	July 31, 2023		-		-		-		14,584		29,167		58,333		-		-		-		97,629	⁽⁵⁾

Scott Melbye	STIP	August 1, 2022		53,320		106,640		262,500		-		-		-		-		-		-		-
Executive Vice	PSO	July 31, 2023		-		-		-		-		-		-		-		19,560		3.98		40,939	⁽³⁾
President	RSU	July 31, 2023		-		-		-		-		-		-		67,692		-		-		224,737	⁽⁴⁾
	PRSU	July 31, 2023		-		-		-		17,949		35,897		71,795		-		-		-		120,156	⁽⁵⁾

(1)	STIP – refers to awards under our STIP. PSO – refers to performance stock options granted under our 2023 Stock Incentive Plan. RSU – refers to restricted stock units granted under our 2023 Stock Incentive Plan. PRSU – refers to performance based restricted stock units granted under our 2023 Stock Incentive Plan.
(2)	These figures represent possible payouts pursuant to the STIP for Fiscal 2023.
(3)	These amounts represent the aggregate grant date fair value of PSOs which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the PSOs granted on July 31, 2023: exercise price: $3.98; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.092991.
(4)	The grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023.
(5)	The grant date fair value of each PRSU is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%.
(6)	Indirectly held by the Named Executive Officer.

			Option Awards							Stock Awards
Name	Award Type ⁽¹⁾	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) ⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) ⁽⁴⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($) ⁽⁵⁾
Amir Adnani	Option	July 30, 2019		550,000		-		0.9421	July 30, 2029		-		-		-		-
President and	Option	July 16, 2020		150,000		-		0.91	July 16, 2030		-		-		-		-
Chief Executive	PSO	July 16, 2020		850,000		-		1.10	July 16, 2030		-		-		-		-
Officer	PSO	July 31, 2023		-		114,915		3.98	July 31, 2033		-		-		-		-
	RSU	July 21, 2021		-		-		-			78,489		282,560		-		-
	RSU	July 29, 2022		-		-		-			96,081		345,892		-		-
	RSU ⁽⁶⁾	July 31, 2023		-		-		-			397,692		1,431,691		-		-
	PRSU	July 21, 2021		-		-		-			-		-		156,977		389,303
	PRSU	July 29, 2022		-		-		-			-		-		81,424		391,104
	PRSU ⁽⁶⁾	July 31, 2023		-		-		-			-		-		210,897		705,926

Pat Obara	Option	July 30, 2019		200,000		-		0.9421	July 30, 2029		-		-		-		-
Secretary,	Option	July 16, 2020		125,000		-		0.91	July 16, 2030		-		-		-		-
Treasurer and	PSO	July 16, 2020		250,000		-		1.10	July 16, 2030		-		-		-		-
Chief Financial	PSO	July 31, 2023		-		15,892		3.98	July 31, 2033		-		-		-		-
Officer	RSU	July 21, 2021		-		-		-			22,375		80,550		-		-
	RSU	July 29, 2022		-		-		-			20,101		72,364		-		-
	RSU	July 31, 2023		-		-		-			55,000		198,000		-		-
	PRSU	July 21, 2021		-		-		-			-		-		44,749		110,978
	PRSU	July 29, 2022		-		-		-			-		-		17,034		81,819
	PRSU	July 31, 2023		-		-		-			-		-		29,167		97,629

Scott Melbye	Option	July 30, 2019		125,000		-		0.9421	July 30, 2029		-		-		-		-
Executive Vice	Option	July 16, 2020		125,000		-		0.91	July 16, 2030		-		-		-		-
President	PSO	July 16, 2020		225,000		-		1.10	July 16, 2030		-		-		-		-
	PSO	July 31, 2023		-		19,560		3.98	July 31, 2033		-		-		-		-
	RSU	July 21, 2021		-		-		-			22,375		80,550		-		-
	RSU	July 29, 2022		-		-		-			26,382		94,975		-		-
	RSU	July 31, 2023		-		-		-			67,692		243,691		-		-
	PRSU	July 21, 2021		-		-		-			-		-		44,749		110,978
	PRSU	July 29, 2022		-		-		-			-		-		22,358		107,392
	PRSU	July 31, 2023		-		-		-			-		-		35,897		120,156

(1)	Option – refers to stock options granted under our 2023 Stock Incentive Plan. PSO – refers to performance stock options granted under our 2023 Stock Incentive Plan. RSU – refers to restricted stock units granted under our 2023 Stock Incentive Plan. PRSU – refers to performance based restricted stock units granted under our 2023 Stock Incentive Plan.
(2)	RSUs granted on July 21, 2021 vest in substantially equal installments on each of July 21, 2022, 2023 and 2024. RSUs granted on July 29, 2022 vest in substantially equal installments on each of July 29, 2023, 2024 and 2025. RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.
(3)	The value shown is based on the closing price of our common stock of $3.60 per share on July 31, 2023.
(4)	Represents unearned shares under target PRSUs granted on July 21, 2021, July 29, 2022 and July 31, 2023. The PRSUs granted on July 21, 2021 cliff vest on July 21, 2024 depending on a three-year relative TSR performance. The PRSUs granted on July 29, 2022 cliff vest on July 29, 2025 depending on a three-year relative TSR performance. The PRSUs granted on July 31, 2023 cliff vest on July 31, 2026 depending on a three-year relative TSR performance.
(5)	The grant date fair value of each PRSU granted on July 21, 2021 is $2.48 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 21, 2021: expected risk free interest rate: 0.39%; expected volatility: 78.03%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 66.02%. The grant date fair value of each PRSU granted on July 29, 2022 is $4.8033 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 29, 2022: expected risk free interest rate: 2.80%; expected volatility: 90.90%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 76.89%. The grant date fair value of each PRSU granted on July 31, 2023 is $3.347257 per unit, which incorporates the potential to vest, depending on the performance, from 0% to 200% of the number of PRSUs. The fair value of each PRSU was calculated using the Monte Carlo simulation model. The following assumptions were used to value the PRSUs granted on July 31, 2023: expected risk free interest rate: 4.52%; expected volatility: 84.56%; expected dividend yield: 0%; expected life in years: 3.0; and correlation: 81.22%.
(6)	Indirectly held by the Named Executive Officer.
(7)	Stock options granted on July 30, 2019 and July 16, 2020 vest as to one-eighth on each day which is three and six months, respectively, from the date of grant and one-quarter on each day which is 12, 18 and 24 months, respectively, from the date of grant. PSOs granted on July 16, 2020 vest in substantially equal installments on each of July 16, 2021, 2022 and 2023. PSOs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.

(1)	This amount represents the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option.
(2)	These amounts represent the number of RSUs vested multiplied by the closing price of our common stock on each of the vesting dates and is calculated before payment of any applicable withholding taxes.

Name ⁽¹⁾	Fees Earned Or Paid In Cash		Stock Awards ⁽²⁾		Option Awards ⁽³⁾		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Spencer Abraham	$	157,500	$	127,694	$	127,876	$	-	$	-	$	-	$	413,070
David Kong		23,474		51,078		51,151		-		-		-		125,703
Vincent Della Volpe		31,500		51,078		51,151		-		-		-		133,729
Ganpat Mani ⁽⁴⁾		26,250		-		-		-		-		-		26,250
Gloria Ballesta		23,474		51,078		51,151		-		-		-		125,703
Trecia Canty ⁽⁵⁾		11,768		51,078		51,151		-		-		-		113,997

(1)	Information for Mr. Adnani is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Proxy Statement.
(2)	These amounts represent the grant date fair value of RSUs. The grant date fair value of each RSU is $3.32 per share based on the most recent closing price of our common stock as of the grant date of July 31, 2023. RSUs granted on July 31, 2023 vest in substantially equal installments on each of July 31, 2024, 2025 and 2026.
(3)	These amounts represent the grant date fair value of the stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on July 31, 2023: exercise price: $3.32; expected risk free interest rate: 4.137%; expected annual volatility: 79.457%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $2.20.
(4)	Mr. Mani ceased serving as a director of the Company on July 20, 2023.
(5)	Ms. Canty was appointed as a director of the Company on March 17, 2023.

Board Position	Retainer
Chairperson (non-executive)	$	170,000
Non-Executive Director	$	33,000
Audit Committee Chairperson	$	10,000
Committee Chairperson other than Audit ⁽¹⁾	$	5,000
Committee Members including the Chairperson ⁽²⁾	$	5,000

(1)	Board of Directors’ Committee Chairperson retainers applicable to the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee.
(2)	Committee member retainers applicable to the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Sustainability Committee. Each Committee Chairperson also receives the base Committee member retainer.

	Summary Compensation Table Total for PEO ⁽¹⁾ ($) (b)	Compensation Actually Paid to PEO ⁽²⁾ ($) (c)	Average Summary Compensation Table Total for Non-PEO NEOs ⁽¹⁾ ($) (d)	Average Compensation Actually Paid to Non-PEO NEOs ⁽²⁾ ($) (e)	Value of Initial Fixed $100 Investment Based On:		Net Income (loss) ⁽⁴⁾ ($ in thousands) (h)
Year (a)					Total Shareholder Return ⁽³⁾ ($) (f)	Peer Group Total Shareholder Return ⁽³⁾ ($) (g)
2023	3,700,780	2,690,924	742,727	581,394	371.79	280.56	(3,307)
2022	2,315,872	2,212,036	603,525	590,809	433.75	248.58	5,252
2021	1,635,553	1,907,583	500,947	557,369	224.10	187.83	(14,813)

Adjustments to Determine Compensation Actually Paid		2023						2022						2021
		PEO ($)			Non- PEO NEOs ($)			PEO ($)			Non- PEO NEOs ($)			PEO ($)		Non- PEO NEOs ($)
Total Reported in Summary Compensation Table			3,700,780			742,727			2,315,872			603,525			1,635,553		500,947

Less, Amounts Reported under “Stock Awards” in the Summary Compensation Table			2,026,264			312,562			964,705			233,357			895,553		255,292

Less, Amounts Reported under “Option Awards” in the Summary Compensation Table			240,516			37,101			-			-			-		-

Plus, the Fair Value of Equity Awards Granted during the Year that were Outstanding and Unvested as of Year-end	PRSUs		705,936			108,894			391,104			94,606			389,586		111,058
	RSUs		1,320,337			203,669			573,602			138,751			506,250		144,314
	Options		240,517			37,101			791,059			191,353			697,762		198,909

Plus, the Change in Fair Value from Prior Year-end to Current Year-end of Equity Awards granted in any Prior Year that were Outstanding and Unvested as of Year-end	PRSUs		(79,036	)		(19,118	)		242,948			69,257			-		-
	RSUs		(63,413	)		(15,339	)		287,267			81,890			661,333		167,400
	Options		(125,321	)		(30,315	)		478,727			136,469			546,683		186,567

Total Adjustments			(1,009,856	)		(161,333	)		(103,836	)		(12,716	)		272,030		56,422
Compensation Actually Paid			2,690,924			581,394			2,212,036			590,809			1,907,583		557,369

	Year Ended July 31, 2023		Year Ended July 31, 2022
Audit Fees	$	628,720	$	464,943
Audit Related Fees		-		-
Tax Fees		121,027		138,787
Total	$	749,747	$	603,730

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights ⁽¹⁾ (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ⁽²⁾ (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))
Equity Compensation Plans Approved by Security Holders (2023 Stock Incentive Plan)⁽³⁾	10,592,988	$1.92	16,665,252
Equity Compensation Plans Not Approved by Security Holders	Nil	N/A	Nil
Total	10,592,988	$1.92	16,665,252

(1)	This figure represents: (i) 8,326,983 outstanding stock options having a weighted average exercise price of $1.92 and a weighted average remaining term of 7.43 years; (ii) 979,500 shares of our common stock underlying RSUs; and (iii) 1,286,505 shares of our common stock underlying PRSUs. Shares of our common stock underlying PRSUs are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, depending on the achievement of performance criteria.
(2)	This price applies only to the stock options included in column (a) and is not applicable to the RSUs or PRSUs included in column (a).
(3)	Under our 2023 Stock Incentive Plan, stock-based awards are granted from a pool of available shares, with: (i) every share issuable pursuant to the exercise of a stock option or SAR counting as one share of our common stock; and (ii) every share underlying restricted stock, a RSU, a PRSU or other right or benefit under our 2023 Stock Incentive Plan counting as two shares of our common stock.