Item 1.01 Entry into a Material Definitive Agreement.
Effective on April 19, 2022, Uranium Energy Corp. (the "Company") entered into
each of a Settlement Agreement (the "Settlement Agreement"), with Anfield Energy
Inc. ("Anfield"), and a Property Swap Agreement (the "Property Swap Agreement"),
with each of Anfield and its subsidiaries, ARH Wyoming Corp. and Highbury
Resources Inc. (collectively, the "Anfield Parties"), representing a series of
transactions wherein, in part, and subject to various conditions to closing,
Anfield settled $18.34 million of indebtedness (the "Anfield Indebtedness")
owing to UEC (collectively, the "Anfield Settlement"). The Company received the
Anfield Indebtedness through its $112 million acquisition of Uranium One
Americas, Inc. ("U1 Americas") on December 17, 2021.
In accordance with the terms and conditions of the Settlement Agreement, the
Anfield Indebtedness to UEC was settled through the payment of $9.17 million in
cash plus the issuance to UEC of 96,272,918 units of Anfield (each, an "Anfield
Unit"), which were issued at a deemed price of $0.095 per Anfield Unit for an
aggregate value of approximately $9.17 million. Each Anfield Unit is comprised
of one common share of Anfield (each, an "Anfield Share") plus one Anfield Share
purchase warrant (each, an "Anfield Warrant"), with each Anfield Warrant
entitling UEC to acquire one Anfield Share at a price of CAD$0.18 per Anfield
Share until May 12, 2027. The securities underlying the Anfield Units are
subject to certain resale restrictions pursuant to applicable securities laws
and pursuant to the terms of the Settlement Agreement. As a result, UEC now owns
approximately 15.4% of Anfield on an outstanding basis (including warrants,
approximately 27% on a partially diluted basis). The Settlement Agreement closed
on June 7, 2022.
In accordance with Property Swap Agreement, UEC completed a property swap (the
"Property Swap") with the Anfield Parties in which the Company will receive
Anfield's portfolio of 25 in-situ recovery uranium projects in Wyoming (the
"Wyoming ISR Asset Portfolio") in exchange for UEC's Slick Rock and Long Park
projects located in Colorado. The Property Swap Agreement closed on June 7,
2022.
The Wyoming ISR Asset Portfolio is comprised of the Charlie project, located
immediately adjacent to UEC's Christensen Ranch property, along with nine
projects in the Powder River Basin, seven projects in the Great Divide Basin,
four projects in the Wind River Basin, three projects in the Shirley Basin and
one project in the Black Hills.
The foregoing descriptions of each of the Settlement Agreement and the Property
Swap Agreement do not purport to be complete and are qualified in their entirety
by each of the Settlement Agreement and the Property Swap Agreement, which are
filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by
reference herein.
- 2 -
--------------------------------------------------------------------------------
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 7, 2022, UEC completed each of the Anfield Settlement and the related
Property Swap, which were disclosed in the Company's news release of June 8,
2022, which was attached as Exhibit 99.1 to the Company's Current Report on Form
8-K filed on June 8, 2022. The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 2.01.
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
10.1* Settlement Agreement between Anfield Energy Inc. and Uranium Energy
Corp., dated April 19, 2022.
10.2 Property Swap Agreement between Anfield Energy Inc., ARH Wyoming
Corp., Highbury Resources Inc. and Uranium Energy Corp., dated April 19,
2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
Note:
* portions of this exhibit have been omitted.
__________
- 3 -
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses