(TheNewswire)
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More than
38%
of eligible UEX securities have already been tendered, as of this
press release, with 93.4% voting in favour of the UEC
transaction
Corpus Christi, TX
and
Saskatoon,
Saskatchewan –
TheNewswire
–
August 8, 2022
Uranium Energy Corp. (NYSE American: UEC, the “
Company
” or
“
UEC
”) and UEX Corporation (TSX:UEX
)
,
(
“
UEX
”) are pleased to announce that they have entered into an
amending agreement (the “
Amending Agreement
”) to the previously
announced arrangement agreement dated June 13, 2022, as amended June
23, 2022, among UEX, UEC and the UEC 2022 Acquisition Corp., pursuant
to which UEC will acquire all of the issued and outstanding common
shares of UEX (“
UEX
Shares
”) by way of a statutory plan of
arrangement (the “
Arrangement
”) under the
Canada Business Corporations Act
(the “
Transaction
”)
.
Under the terms of the Amending Agreement,
holders of UEX Shares (“
UEX Shareholders
”)
will now receive 0.0890 of one common share of UEC (a “
UEC Share
”) for
each UEX Share held, implying consideration of approximately C$0.49
per UEX Share based on the closing price of UEX Shares and UEC Shares
on the Toronto Stock Exchange and the NYSE American Exchange,
respectively, and the spot exchange rate as of August 5, 2022. The
Amending Agreement also increases the termination fee (to be paid by
UEX to UEC if the Transaction is terminated in certain specified
circumstances) by 7%, which is an increase proportional to the
percentage increase in the offered exchange ratio under the Amending
Agreement. Other than the foregoing, the terms of the Transaction
remain unamended.
Amir Adnani, President and CEO of UEC, commented: “We
are pleased to have come to an agreement with UEX and look forward to
completing this Transaction following the UEX Shareholder vote
tomorrow. As mentioned previously, the acquisition is expected to
double UEC’s uranium resources
at only 14.2% dilution to existing UEC Shareholders.
Completion of this Transaction will create the largest, diversified
North American focused uranium company with 100% unhedged production.
Roger Lemaitre and the UEX team have done a remarkable job assembling
and advancing a highly prospective portfolio and UEC is looking
forward to working with their experienced Canadian team to unlock
additional value for shareholders.”
Roger Lemaitre, President and CEO of UEX, commented:
“We look forward to tomorrow’s Meeting where shareholders will
have the opportunity to vote on the amended UEC-UEX arrangement. We
believe the combined companies will become the ‘go-to’ name in the
uranium industry. The combined company would be unique, possessing a
strong balance sheet, near-term production capacity at the Wyoming and
Texas Hubs, a solid long-term uranium production pipeline, the ability
to continue to grow its resource base through continued exploration in
the Athabasca Basin and its U.S. properties, and the opportunity to
extract additional value by holding one of the largest property
portfolios in the industry.”
The terms of the Amending Agreement were agreed
following receipt by UEX of a competing acquisition proposal
on July 28, 2022 for all of
the issued and outstanding UEX Shares.
Board of Directors’
Recommendations
The Amending Agreement has been unanimously approved by
the Board of Directors of UEX who continue to recommend that UEX
Shareholders and holders of options and restricted share units of UEX
(collectively, the “
UEX
Securityholders
”) vote in favour of the
Transaction. The Amending Agreement has also been unanimously approved
by the Board of Directors of UEC.
Transaction Conditions and
Timing
Full details of the Transaction are included in the
management information circular of UEX dated July 8, 2022 (the
”
Circular
“). The Transaction will be subject to the approval of
at least (i) 66 2/3% of the votes cast by UEX Shareholders, and (ii)
66 2/3% of the votes cast by UEX Securityholders, voting together as a
single class, at the special meeting of UEX Securityholders which will
continue to be held on Tuesday, August 9, 2022, at 10:00 a.m.
(Vancouver time) at the Metropolitan Hotel, 645 Howe Street,
Vancouver, British Columbia (the “
Meeting
”).
If the UEX Securityholders approve the Arrangement at
the Meeting, it is currently anticipated that the Arrangement will be
completed in by mid-August, 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.
On completion of the Arrangement, former UEX
Shareholders are expected to hold approximately 14.2% of the
outstanding UEC Shares (based on the issued and outstanding UEC Shares
as of the date hereof).
None of the securities to be issued pursuant to the
Transaction have been or will be registered under the United States
Securities Act of 1933, as amended (the “
U.S. Securities Act
”), or any state securities laws, and any securities
issuable in the Transaction are anticipated to be issued in reliance
upon available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy any
securities.
UEX Securityholders who have questions regarding the
Transaction 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].
About Uranium Energy
Corp
Uranium Energy Corp is America’s leading, fastest
growing, uranium mining company listed on the NYSE American. UEC is a
pure play uranium company and is advancing the next generation of
low-cost, environmentally friendly In-Situ Recovery (ISR) mining
uranium projects. The Company has two production ready ISR hub and
spoke platforms in South Texas and Wyoming, anchored by fully licensed
and operational processing capacity at the Hobson and Irigaray plants.
UEC also has seven U.S. ISR uranium projects with all of their major
permits in place. Additionally, the Company has other diversified
holdings of uranium assets, including: (1) one of the largest physical
uranium portfolios of U.S. warehoused U
3
O
8
; (2) a major equity stake in the only royalty company in the
sector, Uranium Royalty Corp.; and (3) a pipeline of resource-stage
uranium projects in Arizona, Colorado, New Mexico and Paraguay. The
Company’s operations are managed by professionals with a recognized
profile for excellence in their industry, a profile based on many
decades of hands-on experience in the key facets of uranium
exploration, development and mining.
About UEX Corporation
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.
Additional Information
Full details of the amendment are set out in the
Amending Agreement, which will be filed by UEX under its profile on
SEDAR at
www.sedar.com
and UEC under its profiles on SEDAR at
www.sedar.com
and EDGAR at
www.sec.gov
.
In addition, further information regarding the Arrangement has been
shared in the Circular prepared in connection with the Meeting and
filed on UEX’s profile on www.sedar.com. All UEX Securityholders are
urged to read the Amending Agreement and the Circular, as they will
contain additional important information concerning the
Arrangement.
Contact Uranium Energy Corp Investor
Relations at:
Toll Free:
(866)
748-1030
Fax:
(361) 888-5041
E-mail:
Twitter: @UraniumEnergy
Stock Exchange
Information:
NYSE American:
UEC
Frankfurt Stock Exchange Symbol:
U6Z
WKN:
AØJDRR
ISN:
US916896103
Safe Harbor Statement
Except for the statements of historical fact contained
herein, the information presented in this news release constitutes
“forward-looking statements” as such term is used in
applicable United States and Canadian laws. These statements relate
to analyses and other information that are based on forecasts of
future results, estimates of amounts not yet determinable and
assumptions of management. Any other statements that express or
involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events
or performance (often, but not always, using words or phrases such as
“expects” or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans,
“estimates” or “intends”, or stating that certain actions,
events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved) are not statements of
historical fact and should be viewed as “forward-looking
statements”. Such forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such risks and other factors include, among others, market and other
conditions, the actual results of exploration activities, variations
in the underlying assumptions associated with the estimation or
realization of mineral resources, the availability of capital to fund
programs and the resulting dilution caused by the raising of capital
through the sale of shares, accidents, labor disputes and other risks
of the mining industry including, without limitation, those associated
with the environment, delays in obtaining governmental approvals,
permits or financing or in the completion of development or
construction activities, title disputes or claims limitations on
insurance coverage. Although the Company has attempted to identify
important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or
results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements contained in this news
release and in any document referred to in this news release.
Certain matters discussed in this news release
and oral statements made from time to time by representatives of the
Company may constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and the
Federal securities laws. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Forward-looking information is subject
to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected. Many of these
factors are beyond the Company’s ability to control or predict.
Important factors that may cause actual results to differ materially
and that could impact the Company and the statements contained in this
news release can be found in the Company’s filings with the Securities
and Exchange Commission. For forward-looking statements in this news
release, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. The Company assumes no obligation to
update or supplement any forward-looking statements whether as a
result of new information, future events or otherwise. This press
release shall not constitute an offer to sell or the solicitation of
an offer to buy securities.
Forward-Looking Statement
Cautions
This news release includes certain “Forward‐Looking
Statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and “forward‐looking
information” under applicable Canadian securities laws. These
forward‐looking statements or information relate to, among other
things: the ability of UEC and UEX to satisfy the other conditions to,
and to complete the Arrangement; and the anticipated timing of closing
of the Arrangement.
These statements reflect the parties’ respective
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 UEC’s Form 10K and under the caption “Risk
Factors” in UEX’s Annual Information Form.
In addition, the failure of UEX to comply with the
terms of the Amending 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 UEX 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 parties do not intend, and do not assume
any obligation, to update these forward‐looking statements or
information 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.
Subject to the completion of technical
report summaries by UEC following closing of the proposed acquisition
of UEX.
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