(TheNewswire)
UEC Pro FormaOwnership Changes to 85.7% Compared to Previously Disclosed at 85.8%on Basic Share Basis
Corpus Christi, TX and Saskatoon,Saskatchewan – TheNewswire- August 15, 2022 – Uranium Energy Corp. (NYSE American:UEC, the“ Company ” or “ UEC ”) and UEX Corporation(TSX:UEX ) , (OTC: UEXCF ), “ UEX ” are pleased to announce that they haveentered into a further amending agreement (the “ Amending Agreement ”) to the previously announced arrangement agreement datedJune 13, 2022, as amended June 23, 2022 and August 5, 2022, among UEX,UEC and UEC 2022 Acquisition Corp., pursuant to which UEC will acquireall 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 0.090 of one common share of UEC (a“ UEC Share ”) for each UEX Share held, implying consideration ofapproximately C$0.497 per UEX Share based on the closingprice of UEX Shares and UEC Shares on the Toronto Stock Exchange andthe NYSE American Exchange, respectively, and the spot exchange rateas of August 12, 2022. The Amending Agreement also increases thetermination fee (to be paid by UEX to UEC if the Transaction isterminated in certain specified circumstances) to U.S.$9 million. Inaddition, under the terms of the Amending Agreement, UEX has agreedthat UEX will accept proxies for the special meeting of UEXSecurityholders to approve the Transaction (the “ Meeting ”), whichwill be held at 10:00 a.m. (Vancouver time) today, up to the time ofthe commencement of the Meeting. Other than the foregoing, the termsof the Transaction remain unamended.
The terms of the Amending Agreement were agreedfollowing receipt by UEX of a competing acquisition proposal on August8, 2022 for all of the issued and outstanding UEX Shares.
Board of Directors’Recommendations
The Amending Agreement has been unanimously approved bythe Board of Directors of UEX who continue to recommend that UEXShareholders and holders of options and restricted share units of UEX(collectively, the “ UEXSecurityholders ”) vote in favour of theTransaction. The Amending Agreement has also been unanimously approvedby the Board of Directors of UEC.
Transaction Conditions andTiming
Full details of the Transaction are included in themanagement information circular of UEX dated July 8, 2022 (the“ Circular ”). The Transaction will be subject to the approval of atleast (i) 66 2/3% of the votes cast by UEX Shareholders, and (ii) 662/3% of the votes cast by UEX Securityholders, voting together as asingle class, at the Meeting, which will continue to be held onMonday, August 15, 2022, at 10:00 a.m. (Vancouver time) at theMetropolitan Hotel, 645 Howe Street, Vancouver, BritishColumbia.
If the UEX Securityholders approve the Arrangement atthe Meeting, it is currently anticipated that the Arrangement will becompleted in by the end of August, subject to obtaining courtapproval, stock exchange approval and certain required regulatoryapprovals, as well as the satisfaction or waiver of other conditionscontained in the Arrangement Agreement.
On completion of the Arrangement, former UEXShareholders are expected to hold approximately 14.3% (instead of14.2% as previously disclosed) of the outstanding UEC Shares (on a proforma ownership basis based on the issued and outstanding UEC Sharesas of the date hereof).
None of the securities to be issued pursuant to theTransaction have been or will be registered under the United StatesSecurities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws, and any securitiesissuable in the Transaction are anticipated to be issued in relianceupon available exemptions from such registration requirements pursuantto Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. Thispress release does not constitute an offer to sell or the solicitationof an offer to buy any securities.
UEX Securityholders who have questions regarding theTransaction should contact Laurel Hill Advisory Group by telephone at1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (OutsideNorth America), or by email at assistance@laurelhill.com.
About Uranium EnergyCorp
Uranium Energy Corp is America’s leading, fastestgrowing, uranium mining company listed on the NYSE American. UEC is apure play uranium company and is advancing the next generation oflow-cost, environmentally friendly In-Situ Recovery (ISR) mininguranium projects. The Company has two production ready ISR hub andspoke platforms in South Texas and Wyoming, anchored by fully licensedand operational processing capacity at the Hobson and Irigaray plants.UEC also has seven U.S. ISR uranium projects with all of their majorpermits in place. Additionally, the Company has other diversifiedholdings of uranium assets, including: (1) one of the largest physicaluranium portfolios of U.S. warehoused U 3 O 8 ; (2) a major equity stake in the only royalty company in thesector, Uranium Royalty Corp.; and (3) a pipeline of resource-stageuranium projects in Arizona, Colorado, New Mexico and Paraguay. TheCompany’s operations are managed by professionals with a recognizedprofile for excellence in their industry, a profile based on manydecades of hands-on experience in the key facets of uraniumexploration, development and mining.
About UEX Corporation
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 located inthe eastern, western and northern perimeters of the Athabasca Basin,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.
Additional Information
Full details of the amendment are set out in theAmending Agreement, which will be filed by UEX under its profile onSEDAR 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 beenshared in the Circular prepared in connection with the Meeting andfiled on UEX’s profile on www.sedar.com. All UEX Securityholders areurged to read the Amending Agreement and the Circular, as they willcontain additional important information concerning theArrangement.
Contact Uranium Energy Corp InvestorRelations at:
Toll Free: (866)748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com
Twitter: @UraniumEnergy
Stock ExchangeInformation:
NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103
Safe Harbor Statement
Except for the statements of historical fact containedherein, the information presented in this news release constitutes“forward-looking statements” as such term is used inapplicable United States and Canadian laws. These statements relateto analyses and other information that are based on forecasts offuture results, estimates of amounts not yet determinable andassumptions of management. Any other statements that express orinvolve discussions with respect to predictions, expectations,beliefs, plans, projections, objectives, assumptions or future eventsor 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 ofhistorical fact and should be viewed as “forward-lookingstatements”. Such forward looking statements involve known andunknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Company to bematerially different from any future results, performance orachievements expressed or implied by such forward-looking statements.Such risks and other factors include, among others, market and otherconditions, the actual results of exploration activities, variationsin the underlying assumptions associated with the estimation orrealization of mineral resources, the availability of capital to fundprograms and the resulting dilution caused by the raising of capitalthrough the sale of shares, accidents, labor disputes and other risksof the mining industry including, without limitation, those associatedwith the environment, delays in obtaining governmental approvals,permits or financing or in the completion of development orconstruction activities, title disputes or claims limitations oninsurance coverage. Although the Company has attempted to identifyimportant factors that could cause actual actions, events or resultsto differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults not to be as anticipated, estimated or intended. There can beno assurance that such statements will prove to be accurate as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements contained in this newsrelease and in any document referred to in this news release. Certainmatters discussed in this news release and oral statements made fromtime to time by representatives of the Company may constituteforward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995 and the Federal securitieslaws. Although the Company believes that the expectations reflected insuch 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 anduncertainties that could cause actual results to differ materiallyfrom those projected. Many of these factors are beyond the Company'sability to control or predict. Important factors that may cause actualresults to differ materially and that could impact the Company and thestatements contained in this news release can be found in theCompany's filings with the Securities and Exchange Commission.For forward-looking statements in this news release, the Companyclaims the protection of the safe harbor for forward-lookingstatements contained in the Private Securities Litigation Reform Actof 1995. The Company assumes no obligation to update or supplement anyforward-looking statements whether as a result of new information,future events or otherwise. This press release shall not constitute anoffer to sell or the solicitation of an offer to buysecurities.
Forward-Looking StatementCautions
This news release includes certain “Forward?LookingStatements” within the meaning of the United States PrivateSecurities Litigation Reform Act of 1995 and “forward?lookinginformation” under applicable Canadian securities laws. Theseforward?looking statements or information relate to, among otherthings: the ability of UEC and UEX to satisfy the other conditions to,and to complete the Arrangement; and the anticipated timing of closingof the Arrangement.
These statements reflect the parties’ respectivecurrent views with respect to future events and are inherently subject to significant business, economic, competitive,political and social uncertainties and contingencies. Such factorsinclude, the synergies expected from the Arrangement not beingrealized; business integration risks; fluctuations in generalmacro?economic conditions; fluctuations in securities markets andthe market price of UEC Shares; fluctuations in the spot and forwardprice of uranium or certain other commodities (such as natural gas,fuel oil and electricity); fluctuations in the currency markets (suchas the Canadian dollar and the U.S. dollar); changes in national andlocal government, legislation, taxation, controls, regulations andpolitical or economic developments in Canada and the United States;operating or technical difficulties in connection with mining ordevelopment activities; risks and hazards associated with the businessof mineral exploration, development and mining (includingenvironmental hazards and industrial accidents); risks relating to thecredit worthiness or financial condition of suppliers, refiners andother parties with whom the parties do business; inability to obtainadequate insurance to cover risks and hazards; and the presence oflaws and regulations that may impose restrictions on mining,availability and increasing costs associated with mining inputs andlabour; the speculative nature of mineral exploration and development,including the risks of obtaining necessary licenses, permits andapprovals from government authorities; title to properties; and thefactors identified under the caption “Risk Factors” in UEC’sForm 10K and under the caption “Risk Factors” in UEX’s AnnualInformation Form.
In addition, the failure of UEX to comply with theterms of the Amending Agreement may result in UEX being required topay a termination fee to UEC, the result of which could have amaterial adverse effect on UEX’s financial position and results ofoperations and its ability to fund growth prospects and currentoperations. Although the UEX has attempted to identify importantfactors that could cause actual results to differ materially, theremay be other factors that cause results not to be anticipated,estimated or intended. The parties do not intend, and do not assumeany obligation, to update these forward?looking statements orinformation to reflect changes in assumptions or changes incircumstances or any other events affecting such statements orinformation, other than as required by applicable law.
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