(TheNewswire)
Saskatoon, Saskatchewan – TheNewswire - August 5, 2022 – UEX Corporation(TSX:UEX ) , ( OTC:UEXCF) (“ UEX ” or the “ Company ”) is pleasedto announce that it has entered into an amendment (the “ Amended UEC Agreement ”) to the arrangement agreement dated June 13, 2022, asamended June 23, 2022 among Uranium Energy Corp. (“ UEC ”), UEC 2022Acquisition Corp. (the “ Purchaser ”) and UEX (the “ UEC Agreement ”).Pursuant to the Amended UEC Agreement, the Purchaser, a wholly-ownedsubsidiary of UEC, will acquire all of the issued and outstandingcommon shares of UEX (the “ UEX Shares ”) pursuant to a statutory plan ofarrangement under the CanadaBusiness Corporations Act , and in return UEXshareholders (“ UEXShareholders ”) will receive, for each UEXShare held, 0.0890 of one share of UEC (“ UEC Shares ”) asconsideration (the “ UECArrangement ”).
The following represents a summary of the keyamendments set forth in the Amended UEC Agreement:
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UEX Shareholders will now receive 0.0890 UEC Shares foreach UEX Share, implying consideration of approximately C$0.49 per UEXShare based on the closing price of UEX Shares and UEC Shares on theToronto Stock Exchange and the NYSE American Exchange, respectively,and the spot exchange rate as of the datehereof, replacing the original exchange ratio of 0.0831 UECShare for each UEX Share as agreed to in the UECAgreement; and
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an increase in the termination fee payable to UEC ifthe UEC Agreement is terminated in certain circumstances, including ifUEX enters into an agreement with respect to a superior proposal or ifthe Board of Directors of UEX withdraws its recommendation withrespect to the UEC Arrangement, from US$8,250,000 toUS$8,800,000.
The Company confirms that the UEX special meeting ofsecurityholders (the “ Meeting ”) currently slated for 10:00 a.m.(Vancouver time) on Tuesday, August 9, 2022 will continue asscheduled. No further action is required by UEXShareholders who have already voted if there is no change to yourvote.
All terms and conditions of the UEC Agreement notmodified by the Amended UEC Agreement remain unchanged. For furtherdetails with respect to the material terms of the UEC Agreement,please refer to the joint press release of UEX and UEC dated June 13,2022 and the UEC Agreement which, together with the Amended UECAgreement will be available on the Company’s SEDAR profile on www.sedar.com .
About UEX
UEX is a Canadian uranium and cobalt exploration anddevelopment company involved in an exceptional portfolio of uraniumprojects.
UEX’s directly-owned portfolio of projects is locatedin the eastern, western and northern perimeters of the AthabascaBasin, the world's richest uranium region which in 2020 accounted forapproximately 8.1% of the global primary uranium production. Inaddition to advancing its uranium development projects through itsownership interest in JCU, UEX is currently advancing several otheruranium deposits in the Athabasca Basin which include the Paul Bay,Ken Pen and ?rora deposits at the Christie Lake Project , the Kianna,Anne, Colette and 58B deposits at its currently 49.1%-owned Shea CreekProject, the Horseshoe and Raven deposits located on its 100%-ownedHorseshoe-Raven Project and the West Bear Uranium Deposit located atits 100%-owned West Bear Project.
UEX is also 50:50 co-owner of JCU (Canada) ExplorationCompany, Limited (“JCU”). JCU’s portfolio of projects includesinterests in some of Canada’s key future uranium developmentprojects, 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 ThelonBasin in Nunavut, as well as minority interests in nine othergrassroots 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 AthabascaBasin of northern Saskatchewan, including the only primary cobaltdeposit in Canada. The 100% owned West Bear Project hosts the WestBear Cobalt-Nickel Deposit, the newly discovered Michael Lake Co-NiZone, and the West Bear Uranium Deposit. UEX also owns 100% of twoearly-stage cobalt exploration projects, the Axis Lake and Key WestProjects.
Forward-Looking StatementCautions:
This news release contains statements that constitute“forward-looking information” for the purposes of Canadiansecurities laws. These forward?lookingstatements or information relate to, among other things: the abilityof UEC and UEX to satisfy the other conditions to, and to complete theUEC Arrangement; and the anticipated timing of closing of the UECArrangement.
These statements reflect the Company’s current viewswith respect to future events and are inherently subject tosignificant business, economic, competitive, political and socialuncertainties and contingencies. Such factors include, the synergiesexpected from the UEC Arrangement not being realized; businessintegration risks; fluctuations in general macro?economicconditions; fluctuations in securities markets and the market price ofUEC Shares; fluctuations in the spot and forward price of uranium orcertain other commodities (such as natural gas, fuel oil andelectricity); fluctuations in the currency markets (such as theCanadian dollar and the U.S. dollar); changes in national and localgovernment, legislation, taxation, controls, regulations and politicalor economic developments in Canada and the United States; operating ortechnical difficulties in connection with mining or developmentactivities; risks and hazards associated with the business of mineralexploration, development and mining (including environmental hazardsand industrial accidents); risks relating to the credit worthiness orfinancial condition of suppliers, refiners and other parties with whomthe parties do business; inability to obtain adequate insurance tocover risks and hazards; and the presence of laws and regulations thatmay impose restrictions on mining, availability and increasing costsassociated with mining inputs and labour; the speculative nature ofmineral exploration and development, including the risks of obtainingnecessary 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 theterms of the UEC Agreement may result in UEX being required to pay atermination fee to UEC, the result of which could have a materialadverse effect on UEX’s financial position and results of operationsand its ability to fund growth prospects and current operations.Although the Company has attempted to identify important factors thatcould cause actual results to differ materially, there may be otherfactors that cause results not to be anticipated, estimated orintended. The Company does not intend, and does not assume anyobligation, to update this forward?looking information to reflectchanges in assumptions or changes in circumstances or any other eventsaffecting such information, other than as required by applicablelaw.
For further information, pleasecontact:
Roger Lemaitre
President & CEO
(306) 979-3849
www.uexcorp.com
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