Blog: URANIUM ENERGY CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On June 13, 2022, Uranium Energy Corp. (the “Company” or “UEC”) issued a joint
news release with UEX Corporation (“UEX”) to announce they have entered into a
definitive arrangement agreement (the “Agreement”), pursuant to which UEC will
acquire all of the issued and outstanding common shares of UEX by way of
statutory plan of arrangement (the “Arrangement”) under the Canada Business
Corporations Act.

Acquisition Rationale and Highlights:

? Accretive transaction, doubling of UEC’s uranium resources in world-class,

politically stable, uranium mining jurisdictions at only a 13.7% dilution to

UEC’s outstanding shares (1)

? Pro forma UEC will have the largest uranium portfolio focused exclusively in

the Americas, located in proven and stable jurisdictions, and combining

diversified U.S. production and Canadian development assets

? Recent global events have set in motion long-term structural changes in the

supply chains of energy commodities where security of supply and reduction of

geopolitical and transportation risk will be key strategic differentiators

? On the demand side, there is a growing trend by Western utilities to secure

supplies from uranium projects in politically stable jurisdictions

? UEX portfolio is comprised of 29 uranium projects covering key areas of the

producing eastern side and development western side of prolific Athabasca basin

? 5 of the 29 projects are advanced resource stage and already in strong

joint-venture partnerships with established uranium miners which allows UEC to

remain operationally focused in the U.S. while benefiting from a new

development pipeline with significant exploration potential in Canada

? UEX complements UEC’s near-term production-ready and brownfield assets in the

U.S. with medium and long-term production potential in Canada

? UEC maintains its strong balance sheet with over $180 (2) million of cash and

liquid assets, with no debt, supporting production readiness and its ability to

advance a strengthened project portfolio

Under the terms of the Agreement, each holder of the common shares of UEX (each,
a “UEX Share”) will receive 0.0831 of one UEC share (each, a “UEC Share”) in
exchange for each UEX Share. This share exchange ratio implies consideration of
approximately C$0.43 (3) per UEX Share and a premium of approximately 50% based
on the closing price of UEX’s shares on the Toronto Stock Exchange (the “TSX”)
on June 10, 2022.

At closing, existing UEC and UEX shareholders will own approximately 86.3% and
13.7%, respectively, of UEC based on current outstanding common shares.

Notes:

(1) Subject to the completion of technical reports by UEC after closing

(2) See UEC news release dated June 8, 2022; Subsequent to the closing of the

    Anfield indebtedness, and the pending return of certain surety amounts
    related to the U1 Americas transaction; Equity holdings include 15M shares of
    Uranium Royalty Corp (UROY)

(3) Based on a spot exchange rate on June 10, 2022 of 1.2777 Canadian dollars per

    U.S. dollar



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Amir Adnani, President and CEO of UEC, stated: “UEC’s acquisition of Uranium One
Americas, Inc. in December 2021 marked the largest M&A transaction in the
uranium sector in about a decade. The transaction was highly accretive for the
Company, and we have seen a very positive response from our shareholders and the
marketplace. The strategic acquisition of UEX has the same characteristics and
will grow our diversified portfolio in the politically stable and mining
friendly jurisdiction of Canada. It also marks the largest North American M&A
transaction in the uranium sector following the U1A acquisition. This
transaction underscores UEC’s sector leading strategy as the fastest growing,
pure play, 100% un-hedged uranium company with assets only in the Western
hemisphere. As with the U1A acquisition, the purchase price is equal to only
13.7% of the pro forma market capitalization, yet the acquisition is expected to
more than double the size of our attributable measured and indicated uranium
resources. This opportunity provides entry into two of Canada’s most prospective
uranium districts in Saskatchewan and Nunavut, and cements UEC’s position as not
only a leading American uranium mining company but a North American one as well.
We commend Roger Lemaitre and the UEX team for having assembled and advanced
this highly prospective portfolio and look forward to working with their
experienced and professional Canadian team. They will be of great benefit to UEC
moving forward. Furthermore, the key projects in the UEX portfolio are already
in joint venture partnerships with uranium producers, including Cameco and
Orano, and we look forward to working with them as the projects continue
development towards production.”

Roger Lemaitre, President and CEO of UEX, commented: “This transaction with UEC
reflects the efforts of the UEX team to create value through building an
attractive strategic portfolio of assets and ultimately delivers a great outcome
for UEX shareholders and complements our recent acquisition of JCU (Canada)
Exploration Company Limited (“JCU”). The combination of UEC and UEX brings
together two very strong and complementary portfolios and, in addition to a
significant premium, provides our shareholders with the opportunity to
participate in the continued growth of UEC. UEX shareholders will gain
substantial exposure to production-ready low-cost U.S. ISR (in situ recovery)
mining assets, a substantial physical uranium portfolio, a strong balance sheet
and access to capital. I look forward to seeing UEC’s management team continue
to execute on their growth strategy and build upon the success we have already
seen with UEX’s portfolio of assets.”

Additional Benefits of the Acquisition to UEX shareholders

? 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

? Provides UEX’s shareholders with substantial exposure to production-ready

uranium assets in the United States, complementing UEX’s current portfolio of

development stage assets in Canada




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UEX Asset Portfolio Overview

  ? 49.1% ownership in Shea Creek (operated by Orano, 50.9% ownership): Currently
    one of the largest undeveloped deposits in the Athabasca Basin, hosts 67.6M
    lbs. U3O8 of Indicated and 28.1M lbs. U3O8 of Inferred resources (100% basis)
    (1)



  ? 100% ownership in Horseshoe-Raven: Open pit amenable project located only 4
    kms from Cameco's Rabbit Lake Mill, hosts 37.4M lbs. U3O8 of Indicated
    resources (100% basis) (2)



  ? 82.8% ownership in Christie Lake: Resource stage asset located in the
    Athabasca basin that hosts 20.4M lbs. U3O8 of Inferred resource (100% basis)
    (3)



  ? 16.9% ownership in Kiggavik (operated by Orano, 66.2% ownership): Feasibility
    stage project located in Nunavut, Canada that hosts 127.3M lbs. U3O8 of
    Indicated and 5.4M lbs. U3O8 of Inferred resource (100% basis) (treated as a
    historical estimate for the purposes of National Instrument 43-101 - Standards
    of Disclosure for Mineral Projects ("NI 43-101") (4)



  ? 15% ownership in Millennium (operated by Cameco, 69.9% ownership): Feasibility
    stage project located between McArthur River Mine and Key Lake Mill that hosts
    75.9M lbs. U3O8 of Indicated and 29.0M lbs. U3O8 of Inferred resource (100%
    basis) (treated as a historical estimate for the purposes of NI 43-101) (5)



  ? 5% ownership in Wheeler River (operated by Denison, 95% ownership): Denison
    completed a PFS in 2018 highlighting robust economics. The Wheeler River
    project hosts a total of 132.1M lbs. U3O8 of Indicated (inclusive of 109.4M
    lbs. U3O8 probable reserves) and 3.0M lbs. U3O8 of Inferred resources (100%
    basis) (treated as a historical estimate for the purposes of NI 43-101) (6)



  ? Other Projects: The remainder of UEX's portfolio consists of one
    resource-level project, four mid-stage projects and 18 grassroots projects
    which will help provide further resource growth and long-term production
    sustainability for UEC


For mineral resource estimates referenced above as “historical estimates”, UEX
and UEC are not treating this information as current mineral resources, have not
verified this information and are not relying on it. A qualified person has not
done sufficient work to classify these historical estimates as current mineral
resources. UEX and UEC currently do not plan to conduct work to verify the
historical estimates other than using them to guide exploratory and possible
development work.

UEC Asset Portfolio Overview

  ? Wyoming Hub & Spoke ISR Portfolio: Seven satellite projects, with a combined
    Measured and Indicated resource of 62M lbs. U3O8 and 7M lbs. U3O8 of Inferred
    resources, and the Irigaray Processing Plant with a licensed production
    capacity of 2.5M lbs./year (7)



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  ? Texas Hub & Spoke ISR Portfolio: Four satellite projects, with a combined
    Measured and Indicated resource of 6.5M lbs. U3O8 and 12.5M lbs. U3O8 of
    Inferred resources, and the Hobson Processing Plant with an installed
    production capacity of 2M lbs./year (8)



  ? Other Projects: U.S. Hardrock pipeline, Paraguay ISR uranium portfolio,
    Paraguay Titanium business and the Diabase project in the Athabasca Basin



  ? Physical Uranium Portfolio: A 5M lb. physical portfolio of U.S. warehoused
    uranium (U3O8).



  ? Strategic Equity Interest: 16% equity stake in Uranium Royalty Corp.


Readers are cautioned that resources reported by UEX have been prepared and
reported pursuant to the disclosure standards required by NI 43-101, and the
resources reported by UEC have been prepared pursuant to the disclosure
standards required under Regulation S-K subpart 1300 (“S-K 1300”) adopted by the
United States Securities and Exchange Commission for filings under the U.S.
Securities Act of 1933, as amended, and under the U.S. Securities Exchange Act
of 1934, as amended. Resources that are reported pursuant to S-K 1300 may not
qualify as resources under NI 43-101 or may differ from resources prepared under
NI 43-101, and vice versa.

Transaction Conditions & Timing

UEX intends to call a meeting of shareholders to be held in August 2022 to seek
shareholder approval for the Arrangement (the “UEX Meeting”). Completion of the
Arrangement will require:

  ? approval of at least 66 2/3% of the votes cast by UEX shareholders at the UEX
    Meeting, and



  ? approval of a simple majority of the votes cast by UEX shareholders at the UEX
    Meeting, excluding votes from certain management shareholders, as required
    under Multilateral Instrument 61-101.


Completion of the Arrangement is also subject to the receipt of court and stock
exchange approvals, and other customary closing conditions for transactions of
this nature, such as Investment Canada approval.

The Agreement provides for, among other things, non-solicitation covenants, with
“fiduciary out” provisions that allow UEX to consider and accept a superior
proposal, subject to a “right to match period” in favour of UEC. The Agreement
also provides for a termination fee of US$8.25 million to be paid by UEX to UEC
if the Agreement is terminated in certain specified circumstances. In addition,
under the Agreement UEC has agreed to provide UEX with C$5 million funding by
way of a private placement of UEX Shares at a price of C$0.43 per UEX Share (the
“Private Placement”). Closing of the Private Placement is subject to the
approval of the TSX.


                                     - 5 -

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The Arrangement has been unanimously approved by the Board of Directors of UEX.
The directors and senior officers of UEX, holding in aggregate approximately
0.5% of the issued and outstanding UEX Shares, have entered into voting support
agreements with UEC, pursuant to which they have agreed to vote their shares in
favour of the Arrangement at the UEX Meeting. TD Securities and Sprott Capital
Partners have provided opinions to the UEX Board of Directors to the effect
that, as of the date thereof, and based upon and subject to the assumptions,
limitations and qualifications stated in such opinions, the consideration to be
received by UEX shareholders pursuant to the Arrangement is fair, from a
financial point of view, to such shareholders.

The transaction is expected to close in the third quarter of 2022.

Advisors and Counsel

BMO Capital Markets and Rothschild & Co are acting as financial advisor to UEC
in connection with the transaction. McMillan LLP is acting as legal advisor to
UEC.

TD Securities and Sprott Capital Partners are acting as financial advisors to
UEX in connection with the transaction. Koffman Kalef LLP is acting as legal
advisor to UEX.

Webcast and Conference Call

UEC and UEX will host a joint webcast on June 13, 2022 at 8:00 AM Pacific Time
(11:00 AM Eastern Time), for members of the investment community to discuss the
Arrangement. Webcast information are provided below.

Webcast URL

https://www.bigmarker.com/vid-conferences/VID-Town-Hall?utm_bmcr_source=irinc

Notes on Technical Disclosure

The technical information in this news release relating to UEC has been reviewed
by Clyde L. Yancey, P.G., Vice President-Exploration for UEC, being a Qualified
Person under Item 1302 of Regulation S-K-1300 and NI 43-101

The technical information relating to UEX in this news release has been reviewed
and approved by Roger Lemaitre, P.Eng., P.Geo., UEX’s President and CEO.

Notes:

(1) NI 43-101 Technical Report “2022 Technical Report on the Shea Creek Project,

    Saskatchewan" with an effective date of January 1, 2022, a copy of which is
    available under UEX Corporation's profile on SEDAR at www.sedar.com. These
    resources are reported in accordance with the CIM definition standards
    adopted by the Canadian Institute of Mining, Metallurgy and Petroleum council
    on May 19, 2014 (the "CIM Definition Standards")



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. . .


Item 9.01     Financial Statements and Exhibits

(a)         Financial Statements of Business Acquired

Not applicable.

(b) Pro forma Financial Information

Not applicable.

(c) Shell Company Transaction


Not applicable.

(d)         Exhibits

Exhibit   Description
 99.1       News Release dated June 13, 2022.
  104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within the inline XBRL document)


                                   __________

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