(TheNewswire)
More than 38% of eligible UEX securities have already been tendered, as of thispress release, with 93.4% voting in favour of the UECtransaction
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 anamending agreement (the “ Amending Agreement ”) to the previouslyannounced arrangement agreement dated June 13, 2022, as amended June23, 2022, among UEX, UEC and the UEC 2022 Acquisition Corp., pursuantto which UEC will acquire all of the issued and outstanding commonshares of UEX (“ UEXShares ”) by way of a statutory plan ofarrangement (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 ”) foreach UEX Share held, implying consideration of approximately C$0.49per UEX Share based on the closing price of UEX Shares and UEC Shareson the Toronto Stock Exchange and the NYSE American Exchange,respectively, and the spot exchange rate as of August 5, 2022. TheAmending Agreement also increases the termination fee (to be paid byUEX to UEC if the Transaction is terminated in certain specifiedcircumstances) by 7%, which is an increase proportional to thepercentage increase in the offered exchange ratio under the AmendingAgreement. Other than the foregoing, the terms of the Transactionremain unamended.
Amir Adnani, President and CEO of UEC, commented: “Weare pleased to have come to an agreement with UEX and look forward tocompleting this Transaction following the UEX Shareholder votetomorrow. As mentioned previously, the acquisition is expected todouble UEC’s uranium resources 1 at only 14.2% dilution to existing UEC Shareholders.Completion of this Transaction will create the largest, diversifiedNorth American focused uranium company with 100% unhedged production.Roger Lemaitre and the UEX team have done a remarkable job assemblingand advancing a highly prospective portfolio and UEC is lookingforward to working with their experienced Canadian team to unlockadditional value for shareholders.”
Roger Lemaitre, President and CEO of UEX, commented:“We look forward to tomorrow’s Meeting where shareholders willhave the opportunity to vote on the amended UEC-UEX arrangement. Webelieve the combined companies will become the ‘go-to’ name in theuranium industry. The combined company would be unique, possessing astrong balance sheet, near-term production capacity at the Wyoming andTexas Hubs, a solid long-term uranium production pipeline, the abilityto continue to grow its resource base through continued exploration inthe Athabasca Basin and its U.S. properties, and the opportunity toextract additional value by holding one of the largest propertyportfolios in the industry.”
The terms of the Amending Agreement were agreedfollowing receipt by UEX of a competing acquisition proposal on July 28, 2022 for all ofthe 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 ofat 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 asingle class, at the special meeting of UEX Securityholders which willcontinue 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 atthe Meeting, it is currently anticipated that the Arrangement will becompleted in by mid-August, subject to obtaining court approval, stockexchange approval and certain required regulatory approvals, as wellas the satisfaction or waiver of other conditions contained in theArrangement Agreement.
On completion of the Arrangement, former UEXShareholders are expected to hold approximately 14.2% of theoutstanding UEC Shares (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 applicableexemptions under state securities laws. This press release does notconstitute an offer to sell or the solicitation of an offer to buy anysecurities.
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 ofthe Athabasca Basin, the world's richest uranium region which in 2020accounted for approximately 8.1% of the global primary uraniumproduction. In addition to advancing its uranium development projectsthrough its ownership interest in JCU, UEX is currently advancingseveral other uranium deposits in the Athabasca Basin which includethe Paul Bay, Ken Pen and ?rora deposits at the Christie Lake Project, the Kianna, Anne, Colette and 58B deposits at its currently49.1%-owned Shea Creek Project, the Horseshoe and Raven depositslocated on its 100%-owned Horseshoe-Raven Project and the West BearUranium Deposit located at its 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. Certain matters discussed in this news releaseand oral statements made from time to time by representatives of theCompany may constitute forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995 and theFederal securities laws. Although the Company believes that theexpectations reflected in such forward-looking statements are basedupon reasonable assumptions, it can give no assurance that itsexpectations will be achieved. Forward-looking information is subjectto certain risks, trends and uncertainties that could cause actualresults to differ materially from those projected. Many of thesefactors are beyond the Company's ability to control or predict.Important factors that may cause actual results to differ materiallyand that could impact the Company and the statements contained in thisnews release can be found in the Company's filings with the Securitiesand Exchange Commission. For forward-looking statements in this newsrelease, the Company claims the protection of the safe harbor forforward-looking statements contained in the Private SecuritiesLitigation Reform Act of 1995. The Company assumes no obligation toupdate or supplement any forward-looking statements whether as aresult of new information, future events or otherwise. This pressrelease shall not constitute an offer to sell or the solicitation ofan offer to buy securities.
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 subjectto significant business, economic, competitive, political and socialuncertainties and contingencies. Such factors include, the synergiesexpected from the Arrangement not being realized; business integrationrisks; 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 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 and the United States; operating or technicaldifficulties in connection with mining or development activities;risks and hazards associated with the business of mineral exploration,development and mining (including environmental hazards and industrialaccidents); risks relating to the credit worthiness or financialcondition of suppliers, refiners and other parties with whom theparties do business; inability to obtain adequate insurance to coverrisks and hazards; and the presence of laws and regulations that mayimpose 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 UEC’s Form 10K and under the caption “RiskFactors” in UEX’s Annual Information 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.
1 Subject to the completion of technicalreport summaries by UEC following closing of the proposed acquisitionof UEX.
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