UEX Corporation Announces Receipt of Acquisition Proposal and Postponement of Securityholders’ Meeting

UEX Corporation

 

(TheNewswire)


UEX Corporation


Saskatoon, Saskatchewan –


TheNewswire –


August 8, 2022 – UEX Corporation
(TSX:UEX)


(OTC:UEXCF)

(“


UEX

” or the “


Company

”)

announces that it has received an unsolicited
non-binding proposal from

a company (the


Offeror

”) for the acquisition of all of the issued and outstanding
common shares of UEX in consideration for common shares of the Offeror
by way of plan of arrangement (the “


Offer

”).

In order for the Board of Directors of the Company (the


Board

”) to properly discharge its fiduciary duties and to
consider, in good faith, after consultation with outside legal counsel
and its financial advisors, whether the Offer constitutes a
“Superior Proposal” under the arrangement agreement dated June 13,
2022, as amended June 23, 2022 and August 5, 2022, among Uranium
Energy Corp. (“


UEC

”), UEC 2022 Acquisition Corp. and the
Company (the “


UEC
Arrangement Agreement

”), the Board has
determined to postpone the special meeting of securityholders of UEX
(the “


Meeting

”) originally scheduled for tomorrow, Tuesday, August 9,
2022 to


[10: 00 a.m.]

(Vancouver time) on Monday, August 15,
2022.

At this time, the Board has not changed its
recommendation with respect to the pending transaction with UEC. Under
the terms of the UEC Arrangement Agreement, if the Board determines
that the Offer is a Superior Proposal and makes a determination to
accept, approve, recommend or enter into an agreement in respect of
the Offer, the Company will immediately provide notice to UEC, upon
receipt of which UEC shall have a period of five (5) business days
(the “


Response
Period

”), during which it can offer to amend
the terms of the UEC Arrangement Agreement. UEC is under no obligation
to make such an offer but, if UEC offers to amend the UEC Arrangement
Agreement such that the Board determines that the Offer would cease to
be a Superior Proposal, UEX will enter into a further amendment to the
UEC Arrangement Agreement and implement the amended agreement.

Subject to the determination of the Board described
above, if, within the Response Period, UEC does not offer to amend the
UEC Arrangement Agreement, or if the proposed Offer continues to be a
Superior Proposal following a proposed amendment to the UEC
Arrangement Agreement, the Company may accept the Offer, terminate the
UEC Arrangement Agreement and pay to UEC the agreed termination fee of
US$8,800,000, all in accordance with the terms of the UEC Arrangement
Agreement.

The Board cautions that there can be no assurance that
the Offer will lead to the termination of the UEC Arrangement
Agreement and the execution of an arrangement agreement with the
Offeror, or that the proposed transaction contemplated by the Offer
will be approved by securityholders of UEX or consummated.


About UEX

UEX is a Canadian uranium and cobalt exploration and
development company involved in an exceptional portfolio of uranium
projects.

UEX’s directly-owned portfolio of projects is located
in the eastern, western and northern perimeters of the Athabasca
Basin, the world’s richest uranium region which in 2020 accounted for
approximately 8.1% of the global primary uranium production. In
addition to advancing its uranium development projects through its
ownership interest in JCU, UEX is currently advancing several other
uranium deposits in the Athabasca Basin which include the Paul Bay,
Ken Pen and Ōrora deposits at the Christie Lake Project , the Kianna,
Anne, Colette and 58B deposits at its currently 49.1%-owned Shea Creek
Project, the Horseshoe and Raven deposits located on its 100%-owned
Horseshoe-Raven Project and the West Bear Uranium Deposit located at
its 100%-owned West Bear Project.

UEX is also 50:50 co-owner of JCU (Canada) Exploration
Company, Limited (“JCU”). JCU’s portfolio of projects includes
interests in some of Canada’s key future uranium development
projects, notably a 30.099% interest in Cameco’s Millennium Project,
a 10% interest in Denison’s Wheeler River Project, and a 33.8123%
interest in Orano Canada’s Kiggavik Project, located in the Thelon
Basin in Nunavut, as well as minority interests in nine other
grassroots uranium projects in the Athabasca Basin.

UEX is also leading the discovery of cobalt in Canada,
with three cobalt-nickel exploration projects located in the Athabasca
Basin of northern Saskatchewan, including the only primary cobalt
deposit in Canada. The 100% owned West Bear Project hosts the West
Bear Cobalt-Nickel Deposit, the newly discovered Michael Lake Co-Ni
Zone, and the West Bear Uranium Deposit. UEX also owns 100% of two
early-stage cobalt exploration projects, the Axis Lake and Key West
Projects.


Forward-Looking Information:

This news release includes certain “forward‐looking
information” and “forward-looking statements” (together,
“forward-looking

statements”) within the
meaning of applicable securities laws. These forward‐looking
statements relate to, among other things: statements with respect to
the Offer, UEC’s right to match and the timing of the holding of the
postponed Meeting.

These forward-looking statements reflect the
Company’s current views with respect to future events and are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Such factors
include business integration risks; fluctuations in general
macro‐economic conditions; fluctuations in securities markets;
fluctuations in the spot and forward price of uranium or certain other
commodities (such as natural gas, fuel oil and electricity);
fluctuations in the currency markets (such as the Canadian dollar and
the U.S. dollar); changes in national and local government,
legislation, taxation, controls, regulations and political or economic
developments in Canada; operating or technical difficulties in
connection with mining or development activities; risks and hazards
associated with the business of mineral exploration, development and
mining (including environmental hazards and industrial accidents);
risks relating to the credit worthiness or financial condition of
suppliers, refiners and other parties with whom the Company does
business; inability to obtain adequate insurance to cover risks and
hazards; and the presence of laws and regulations that may impose
restrictions on mining, availability and increasing costs associated
with mining inputs and labour; the speculative nature of mineral
exploration and development, including the risks of obtaining
necessary licenses, permits and approvals from government authorities;
title to properties; and the factors identified under the caption
“Risk Factors” in UEX’s Annual Information Form. Although the
Company has attempted to identify important factors that could cause
actual results to differ materially, there may be other factors that
cause results not to be anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to update
these forward‐looking statements to reflect changes in assumptions
or changes in circumstances or any other events affecting such
statements or information, other than as required by applicable
law.


For further information, please
contact:

Roger Lemaitre

President & CEO

(306) 979-3849

www.uexcorp.com

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