Item 1.01 Entry into a Material Definitive Agreement
On August 15, 2022, Uranium Energy Corp. (the "Company" or "UEC") entered into a
further amending agreement (the "Amending Agreement") to the previously
announced arrangement agreement (the "Arrangement Agreement") dated June 13,
2022, as amended June 23, 2022 and August 5, 2022, with UEC 2022 Acquisition
Corp. ("UEC Acquisition Co."), a wholly owned subsidiary of UEC, and UEX
Corporation ("UEX"), pursuant to which UEC, through UEC Acquisition Co., is to
acquire all of the issued and outstanding common shares of UEX (each, a "UEX
Share") 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 (the "UEX
Shareholders") will now receive 0.090 of one common share of UEC (a "UEC Share")
in exchange for each UEX Share held, implying consideration of approximately
C$0.497 per UEX Share based on the closing price of UEX Shares and UEC Shares on
the Toronto Stock Exchange and the NYSE American Exchange, respectively, and the
spot exchange rate as of August 12, 2022.
The Amending Agreement also increases the termination fee as provided for under
Section 9.6 of the Arrangement Agreement from US$8,800,000 to US$9,000,000 to be
paid by UEX to UEC if the Arrangement Agreement, as amended, is terminated in
certain specified circumstances. In addition, under the terms of the Amending
Agreement, UEX has agreed that UEX will accept proxies for the special meeting
of UEX Securityholders to approve the Transaction (the "Meeting"), which will be
held at 10:00 a.m. (Vancouver time) on August, 15, 2022, up to the time of the
commencement of the Meeting.
The foregoing description of the Amending Agreement does not purport to be
complete and is qualified in its entirety by the Amending Agreement, which is
filed as Exhibit 10.1 hereto and is incorporate by reference herein.
Item 7.01 Regulation FD Disclosure
On August 15, 2022, the Company issued a joint news release with UEX to announce
that they have entered into a further amending agreement (the "Amending
Agreement") to the previously announced arrangement agreement dated June 13,
2022, as amended June 23, 2022 and August 5, 2022, among UEX, UEC and UEC 2022
Acquisition Corp., pursuant to which UEC will acquire all 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 of approximately C$0.497 per UEX
Share based on the closing price of UEX Shares and UEC Shares on the Toronto
Stock Exchange and the NYSE American Exchange, respectively, and the spot
exchange rate as of August 12, 2022. The Amending Agreement also increases the
termination fee (to be paid by UEX to UEC if the Transaction is terminated in
certain specified circumstances) to U.S.$9 million. In addition, under the terms
of the Amending Agreement, UEX has agreed that UEX will accept proxies for the
special meeting of UEX Securityholders to approve the Transaction (the
"Meeting"), which will be held at 10:00 a.m. (Vancouver time) today, up to the
time of the commencement of the Meeting. Other than the foregoing, the terms of
the Transaction remain unamended.
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The terms of the Amending Agreement were agreed following receipt by UEX of a
competing acquisition proposal on August 8, 2022 for all of the issued and
outstanding UEX Shares.
Board of Directors' Recommendations
The Amending Agreement has been unanimously approved by the Board of Directors
of UEX who continue to recommend that UEX Shareholders and holders of options
and restricted share units of UEX (collectively, the "UEX Securityholders") vote
in favour of the Transaction. The Amending Agreement has also been unanimously
approved by the Board of Directors of UEC.
Transaction Conditions and Timing
Full details of the Transaction are included in the management information
circular of UEX dated July 8, 2022 (the "Circular"). The Transaction will be
subject to the approval of at 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 a single class, at the Meeting, which will continue to be held on
Monday, August 15, 2022, at 10:00 a.m. (Vancouver time) at the Metropolitan
Hotel, 645 Howe Street, Vancouver, British Columbia.
If the UEX Securityholders approve the Arrangement at the Meeting, it is
currently anticipated that the Arrangement will be completed in by the end of
August, subject to obtaining court approval, stock exchange approval and certain
required regulatory approvals, as well as the satisfaction or waiver of other
conditions contained in the Arrangement Agreement.
On completion of the Arrangement, former UEX Shareholders are expected to hold
approximately 14.3% (instead of 14.2% as previously disclosed) of the
outstanding UEC Shares (on a pro forma ownership basis based on the issued and
outstanding UEC Shares as of the date hereof).
None of the securities to be issued pursuant to the Transaction have been or
will be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or any state securities laws, and any securities
issuable in the Transaction are anticipated to be issued in reliance upon
available exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under state
securities laws. This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
UEX Securityholders who have questions regarding the Transaction should contact
Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll
Free) or 1-416-304-0211 (Outside North America), or by email at
assistance@laurelhill.com.
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A copy of the news release is attached as Exhibit 99.1 hereto.
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 Amending Agreement between Uranium Energy Corp., UEC 2022 Acquisition
Corp. and UEX Corporation, dated August 15, 2022
99.1 News Release dated August 15, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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