(TheNewswire)
Saskatoon, Saskatchewan – TheNewswire - August 8, 2022 – UEX Corporation(TSX:UEX) (OTC:UEXCF) (“ UEX ” or the “ Company ”) announces that it has received an unsolicitednon-binding proposal from a company (the“ Offeror ”) for the acquisition of all of the issued and outstandingcommon shares of UEX in consideration for common shares of the Offerorby 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 toconsider, in good faith, after consultation with outside legal counseland 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 UraniumEnergy Corp. (“ UEC ”), UEC 2022 Acquisition Corp. and theCompany (the “ UECArrangement Agreement ”), the Board hasdetermined 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 itsrecommendation with respect to the pending transaction with UEC. Underthe terms of the UEC Arrangement Agreement, if the Board determinesthat the Offer is a Superior Proposal and makes a determination toaccept, approve, recommend or enter into an agreement in respect ofthe Offer, the Company will immediately provide notice to UEC, uponreceipt of which UEC shall have a period of five (5) business days(the “ ResponsePeriod ”), during which it can offer to amendthe terms of the UEC Arrangement Agreement. UEC is under no obligationto make such an offer but, if UEC offers to amend the UEC ArrangementAgreement such that the Board determines that the Offer would cease tobe a Superior Proposal, UEX will enter into a further amendment to theUEC Arrangement Agreement and implement the amended agreement.
Subject to the determination of the Board describedabove, if, within the Response Period, UEC does not offer to amend theUEC Arrangement Agreement, or if the proposed Offer continues to be aSuperior Proposal following a proposed amendment to the UECArrangement Agreement, the Company may accept the Offer, terminate theUEC Arrangement Agreement and pay to UEC the agreed termination fee ofUS$8,800,000, all in accordance with the terms of the UEC ArrangementAgreement.
The Board cautions that there can be no assurance thatthe Offer will lead to the termination of the UEC ArrangementAgreement and the execution of an arrangement agreement with theOfferor, or that the proposed transaction contemplated by the Offerwill be approved by securityholders of UEX or consummated.
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 Information:
This news release includes certain “forward?lookinginformation” and “forward-looking statements” (together,“forward-looking statements”) within themeaning of applicable securities laws. These forward?lookingstatements relate to, among other things: statements with respect tothe Offer, UEC’s right to match and the timing of the holding of thepostponed Meeting.
These forward-looking statements reflect theCompany’s current views with respect to future events and areinherently subject to significant business, economic, competitive,political and social uncertainties and contingencies. Such factorsinclude business integration risks; fluctuations in generalmacro?economic conditions; fluctuations in securities markets;fluctuations in the spot and forward price of uranium or certain othercommodities (such as natural gas, fuel oil and electricity);fluctuations in the currency markets (such as the Canadian dollar andthe U.S. dollar); changes in national and local government,legislation, taxation, controls, regulations and political or economicdevelopments in Canada; operating or technical difficulties inconnection with mining or development activities; risks and hazardsassociated with the business of mineral exploration, development andmining (including environmental hazards and industrial accidents);risks relating to the credit worthiness or financial condition ofsuppliers, refiners and other parties with whom the Company doesbusiness; inability to obtain adequate insurance to cover risks andhazards; and the presence of laws and regulations that may imposerestrictions on mining, availability and increasing costs associatedwith mining inputs and labour; the speculative nature of mineralexploration 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. Although theCompany has attempted to identify important factors that could causeactual results to differ materially, there may be other factors thatcause results not to be anticipated, estimated or intended. TheCompany does not intend, and does not assume any obligation, to updatethese forward?looking statements to reflect changes in assumptionsor changes in circumstances or any other events affecting suchstatements or 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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