UEX Mails Meeting Materials Regarding Proposed Acquisition by Uranium Energy Corp.

UEX Corporation


UEX Corporation

  • UEX Shareholders will receive 0.0831 of one UEC Share
    per UEX Share owned, representing a significant premium of
    approximately 50% and will create the largest diversified North
    American-focused uranium company

  • UEX Securityholders are encouraged to vote well in
    advance of the proxy deadline of August 5, 2022 at 10:00 a.m.
    (Vancouver time)

  • UEX Securityholders who have questions or need
    assistance in voting should contact Laurel Hill Advisory Group by
    telephone at 1-877-452-7184 (North American Toll Free) or 1-416-
    304-0211 (Outside North America), or by email at

    [email protected]

Saskatoon, Saskatchewan –

TheNewswire –

July 13, 2022 –

UEX Corporation (TSX:UEX)




” or the “



is pleased
to announce the mailing of its management information circular (the


”) and related proxy materials for the special meeting (the


”) of UEX securityholders (the “



”) in connection with the
previously announced plan of arrangement (the “



under section 192 of the

Canada Business Corporations

(the “


”) whereby UEC
2022 Acquisition Corp. (the “


”), a wholly-owned subsidiary of
Uranium Energy Corp. (“


”), will, among other things, acquire all
of the issued and outstanding shares (the “

UEX Shares

”) of the
Company, and in return UEX shareholders (the “

UEX Shareholders

will receive, for each UEX Share held, 0.0831 of one share

UEC Share

”) of UEC as consideration (the “



The Consideration implies a price of approximately
$0.43 per UEX Share and a premium of approximately 50% based on the
closing price of the UEX Shares and the UEC Shares on the Toronto
Stock Exchange (the “


”) and the NYSE American Exchange (the

NYSE American

”), respectively, and the USD:CAD exchange rate as
published by the Bank of Canada on June 10, 2022, the last trading day
prior to announcement of the proposed Arrangement. In connection with
the Arrangement, at the Meeting, UEX Shareholders will also be asked
to approve a reduction in the stated capital of the UEX Shares so that
UEX may use the arrangement provisions contained in the CBCA.

The Arrangement is to be completed pursuant to an
arrangement agreement dated June 13, 2022, as amended, among the
Company, UEC and the Purchaser (the “

Arrangement Agreement


a copy of which is available
under the Company’s profile on SEDAR at



On completion of the Arrangement, former UEX
Shareholders are expected to hold approximately 14% of the outstanding
UEC Shares (based on the issued and outstanding UEC Shares as of the
date hereof).

The Board of Directors of UEX (the “


”), after
consultation with its financial and legal advisors, and after careful
consideration of, among other factors, the fairness opinions of TD
Securities Inc. and Sprott Capital Partners (collectively, the


”), has unanimously determined that
the Arrangement is in the best interests of UEX, that the terms and
conditions of the Arrangement are procedurally and substantively fair
and reasonable to the UEX Securityholders, and that the Consideration
being offered to UEX Securityholders is fair, from a financial point
of view, to the UEX Securityholders and has unanimously approved the
Arrangement and recommends that the UEX Securityholders vote FOR the


Significant Premium to

UEC has offered UEX Shareholders a
significant premium to the UEX Share price. The Consideration to be
received by the UEX Shareholders represents a premium of approximately
50% based on the closing trading price of UEC Shares on the NYSE
American and the closing trading price of UEX Shares on the TSX on
June 10, 2022 (being the last trading day prior to the announcement of
the Arrangement) and a premium of approximately 49% to the volume
weighted average price of UEX Shares on the TSX for the 20-day period
ending on June 10, 2022.

Benefits of Owning UEC

This presents a compelling opportunity
for UEX to become part of an entity whose potential combined value
exceeds the sum of its parts. UEC Shares to be received by UEX
Shareholders in the Arrangement offer Shareholders the

•        UEC’s strong balance sheet and
liquidity provides UEX with additional capital to fund continued
exploration and growth initiatives at its projects in the Athabasca
Basin and Nunavut;

•        UEX’s Shareholders will have
substantial exposure to production-ready uranium assets in the United
States, complementing UEX’s current portfolio of development stage
assets in Canada;

•        significant premium to market and
potential for re-rating of the combined entity

that brings together two complementary


in world-class, politically
stable, uranium mining jurisdictions


•        potential to participate in future
upside of UEX through ownership of UEC Shares; and

•        enhanced capital markets presence with a
pro forma market capitalization in excess of $1.75 billion based on
the market capitalizations of UEX and UEC on June 10, 2022 (the last
trading day prior to announcement of the Arrangement) with increased
analysts’ coverage, trading liquidity and a broader investor

Fairness Opinions.

UEX’s Financial Advisors, provided their fairness
opinions to the effect that, as of June 12, 2022, and subject to the
assumptions, limitations and qualifications set out in the fairness
opinions, the Consideration to be received by the UEX Shareholders is
fair, from a financial point of view, to the UEX Shareholders.

Alternatives to the

Prior to entering into the
Arrangement Agreement, UEX evaluated business and strategic
opportunities with the objective of maximizing shareholder value in a
manner consistent with the best interests of UEX. As part of that
process, the Financial Advisors, on behalf of UEX, contacted a number
of companies involved in uranium mining and exploration in order to
allow for preliminary discussions to occur regarding potential
transactions. UEX entered into a number of confidentiality agreements
and established an electronic data room to allow such companies to
conduct due diligence. The Board, with the assistance of its legal and
financial advisors, assessed the alternatives reasonably available to
UEX and determined that the Arrangement represents the best current
prospect for maximizing shareholder value.

Likelihood of the Arrangement Being

The likelihood of the Arrangement
being completed is considered by the Board to be high in light of the
experience, reputation and financial capability of UEC and the absence
of significant closing conditions outside the control of the parties,
other than necessary shareholder, court and regulatory approvals and
exercise of dissent rights.

Other Factors.

The Board also considered the Arrangement with reference to the
financial condition and results of operations of UEX, as well as its
prospects, strategic alternatives and competitive position, including
the risks involved in achieving those prospects and following those
alternatives in light of current market conditions and UEX’s
financial position.

Each of the directors and officers of UEX has entered
into a voting agreement with UEC and the Purchaser pursuant to which
each has agreed to vote or cause to be voted all of the securities of
UEX held or controlled by them in favour of the Arrangement

If the UEX Securityholders approve the Arrangement, it
is currently anticipated that the Arrangement will be completed in
August 2022, subject to obtaining court approval, stock exchange
approval and certain required regulatory approvals, as well as the
satisfaction or waiver of other conditions contained in the
Arrangement Agreement.


The Meeting will be held on Tuesday, August 9, 2022, at
10:00 a.m. (Vancouver time), at the Metropolitan Hotel, 645 Howe
Street, Vancouver, British Columbia. UEX Securityholders are
encouraged to vote in advance of the Meeting, in accordance with the
instructions accompanying the form of proxy or voting instruction form
mailed to UEX Securityholders together with the Circular and filed

under the Company’s profile on SEDAR at


. Further details and voting instructions can be found in the
Circular in the section entitled “Information Concerning the

The close of business (Vancouver Time) on June 30, 2022
is the record date for the determination of UEX Securityholders who
will be entitled to receive notice of and vote at the Meeting and at
any adjournment or postponement of the Meeting.

The deadline for UEX Securityholders
to return their completed proxies or voting instruction forms is
Friday, August 5, 2022 at 10:00 a.m. (Vancouver time).

The Circular contains, among other
things, details concerning the Arrangement, the background to and
reasons for the favourable recommendation of the Arrangement by the
Board, the requirements for the Arrangement to become effective, the
procedure for receiving consideration payable under the Arrangement,
procedures for voting at the Meeting and other related matters.  UEX
Securityholders are urged to carefully review the Circular and
accompanying materials as they contain important information regarding
the Arrangement and its consequences to UEX Securityholders.


UEX Securityholders who have questions or need
assistance in voting should contact Laurel Hill Advisory Group by
telephone at 1-877-452-7184 (North American Toll Free) or 1-416-
304-0211 (Outside North America), or by email at

[email protected]



The Company today also announced that on July 8, 2022,
it was granted an interim order (the “

Interim Order

”) by
the Supreme Court of British Columbia (the “


”) regarding
the Arrangement. The Interim Order authorizes UEX to proceed with
various matters, including the holding of the Meeting to consider and
vote on the proposed Arrangement.

About UEX

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

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

Forward-Looking Statement

This news release contains statements that constitute
“forward-looking information” for the purposes of Canadian
securities laws.

These forward‐looking
statements or information relate to, among other things: the
anticipated benefits of the Arrangement to UEC, UEX and their
respective securityholders; the timing and receipt of required UEX
Shareholder, UEX Securityholder, Court, stock exchange and regulatory
approvals for the Arrangement; the ability of UEC and UEX to satisfy
the other conditions to, and to complete, the Arrangement; the
anticipated timing of closing of the Arrangement; and future growth
potential for UEC and its businesses.

In respect of the forward‐looking information
concerning the anticipated completion of the proposed Arrangement and
the anticipated timing for completion of the Arrangement, the Company
has provided them in reliance on certain assumptions that it believes
are reasonable at this time, including assumptions as to the ability
of UEX to receive, in a timely manner, the necessary UEX Shareholder,
UEX Securityholder, Court, stock exchange and regulatory approvals;
and the ability of the parties to satisfy, in a timely manner, the
other conditions to the closing of the Arrangement. Timing of these
matters may change for a number of reasons, including the inability to
secure the necessary UEX Shareholder, UEX Securityholder, Court, stock
exchange and regulatory approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion of
the Arrangement. Accordingly, readers should not place undue reliance
on the forward‐looking information contained in this news release
concerning these times.

These 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, the synergies
expected from the Arrangement not being realized; business integration
risks; fluctuations in general macro‐economic conditions;
fluctuations in securities markets and the market price of UEC Shares;
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 and the United States; 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
parties do 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. In addition,
the failure of UEX to comply with the terms of the Arrangement
Agreement may result in UEX being required to pay a termination fee to
UEC, the result of which could have a material adverse effect on
UEX’s financial position and results of operations

and its ability to fund growth prospects and current
operations. 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 this forward‐looking information to
reflect changes in assumptions or changes in circumstances or any
other events affecting such information, other than as required by
applicable law.

For further information, please

Roger Lemaitre

President & CEO

(306) 979-3849


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