Item 7.01 Regulation FD Disclosure
Anfield Settlement
On June 8, 2022, Uranium Energy Corp. (the "Company" or "UEC") issued a news
release to report that it has closed a series of transactions with Anfield
Energy Inc. ("Anfield") pursuant to which Anfield has 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") in
December 2021.
Subsequent to the closing of the Anfield Settlement, and the pending return of
certain surety amounts related to the U1 Americas transaction, UEC will have
over $182 million of cash and liquid assets, and no debt.
Amir Adnani, President and CEO, stated: "We are pleased to have completed
mutually beneficial agreements where the Anfield Indebtedness has now been
repaid to UEC with significant cash proceeds and a strategic equity stake in
Anfield. The transactions also include a property swap allowing us to
consolidate 25 additional uranium properties into our Wyoming portfolio
including the Charlie project which will be incorporated into our future mining
operations at the Christensen Ranch project. As a result, UEC will control the
largest ISR uranium portfolio in the United States. We look forward to Anfield's
progress as it emerges from these transactions debt-free and positioned as a
leading conventional uranium-vanadium developer in the Uravan Mineral Belt."
Mr. Adnani continued: "This week's announcement by the Biden Administration
potentially marks the beginning of a new chapter in the future of the domestic
U.S. nuclear fuel industry. In light of Russia's ongoing invasion of Ukraine,
the Biden Administration is proposing a plan whereby the Department of Energy is
asking Congress for approval and appropriations to purchase $3.5 billion of
domestic low-enriched uranium which is comprised of uranium, conversion and
enrichment services from U.S. suppliers. We look forward to working with the
Department of Energy to advance U.S. national and energy security interests in
domestic uranium capabilities as the U.S. transitions away from Russian supply."
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 C$0.18 per
Anfield Share until May 12, 2027. The securities underlying the Anfield Units
are subject to certain resale restrictions. As a result, UEC now owns
approximately 16% of Anfield on an outstanding basis (including warrants,
approximately 27% on a partially diluted basis).
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Additionally, UEC completed a property swap agreement (the "Property Swap") with
Anfield in which the Company will receive Anfield's portfolio of 25 in-situ
recovery ("ISR") uranium projects in Wyoming (the "Wyoming ISR Asset Portfolio")
in exchange for UEC's Slick Rock and Long Park projects located in Colorado. The
Wyoming ISR Asset Portfolio increases UEC's Wyoming land holdings by 50%, adding
55,119 acres of federal mining claims and state mineral leases. This includes
7.1 million feet of drill data with historic resources totaling 12.6 million
lbs. U3O8 (full details of the historic resources acquired by UEC pursuant to
the Property Swap can be found in Table 1 below).
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 Charlie project is a state mineral lease that is 90% surrounded by UEC's
Christensen Ranch permit and wellfield operations. The Charlie project ore body
is well defined and is a continuation of UEC's ore body located between Mine
Unit 8 and Mine Unit 10 at Christensen Ranch. A Wyoming Department of
Environmental Quality Permit to Mine exists for the Charlie project which UEC
intends to update to current standards for ISR mining and incorporate the
project as two additional Mine Units of the Christensen Ranch project.
Technical Disclosure
Table 1 - Wyoming ISR Asset Portfolio historic* resources.
Uranium Contained
Project Classification Tons (kt) Grade Uranium
(% U3O8) (klbs U3O8)
Charlie Indicated 1,255 0.12% 3,100
Inferred 411 0.12% 988
Clarkson Hill Inferred 957 0.06% 1,113
Nine Mile Lake Indicated 2,108 0.06% 2,504
Inferred 1,297 0.07% 1,804
Red Rim Indicated 337 0.17% 1,142
Inferred 473 0.16% 1,539
South Sweetwater M&I 95 0.07% 133
Inferred 202 0.07% 283
Total M&I 3,795 0.09% 6,879
Inferred 3,340 0.09% 5,727
* The Company's Qualified Person has not done sufficient work to classify these
historic estimates as current mineral resources and UEC is not treating such
historical resources as a current estimate of mineral resources.
Notes to the historic mineral resource estimates:
- Charlie: NI 43-101 compliant resource estimate dated September 5, 2018 and
prepared by BRS Engineering, Inc. Based on a 0.02% U3O8 cut-off grade.
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- Clarkson Hill: NI 43-101 compliant resource estimate dated July 27, 2017 and
prepared by BRS Engineering, Inc. Based on a 0.02% U3O8 cut-off grade.
- Nine Mile Lake: NI 43-101 compliant resource estimate dated March 29, 2018 and
prepared by BRS Engineering, Inc. Based on a 0.025% U3O8 cut-off grade.
- Red Rim: NI 43-101 compliant resource estimate dated March 31, 2017 and
prepared by BRS Engineering, Inc. Based on a 0.025% U3O8 cut-off grade.
- South Sweetwater: NI 43-101 compliant resource estimate dated December 30,
2008 and prepared by BRS Engineering, Inc. Based on a 0.025% U3O8 cut-off
grade.
A copy of the news release is attached as Exhibit 99.1 hereto.
Early Warning Report filing
On June 8, 2022, the Company issued a further news release announcing that it
has filed an early warning report pursuant to National Instrument 62-103 - The
Early Warning System and Related Take-Over Bid and Insider Reporting Issues for
the purpose of reporting the acquisition of its Anfield Shares and Anfield
Warrants in the capital of Anfield (collectively, the "Anfield Securities") as a
result of the closing of the Anfield Settlement.
Prior to the acquisition of the Anfield Securities, UEC did not own or control
any Anfield Shares. As a result of the acquisition of the Anfield Securities,
UEC currently holds 96,272,918 Anfield Shares, representing approximately 15.4%
of the issued and outstanding Anfield Shares (on a non-diluted basis), based on
an aggregate of 623,858,283 issued and outstanding Anfield Shares. Prior to the
acquisition of the Anfield Warrants, UEC did not own or control any Anfield
Warrants. UEC currently holds 96,272,918 Anfield Warrants, representing
approximately 43.1% of the issued and outstanding Anfield Warrants, based on an
aggregate of 223,272,918 issued and outstanding Anfield Warrants.
The Acquired Securities were acquired by UEC pursuant to the Debt Settlement and
are being held for investment purposes. UEC may, from time to time, depending on
market or other conditions, increase or decrease its beneficial ownership of the
securities of Anfield.
The Early Warning Report to which the news release relates has been filed on the
System for Electronic Document Analysis and Retrieval.
A copy of this news release is attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable.
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(c) Shell Company Transaction
Not applicable.
(d) Exhibits
Exhibit Description
99.1 News Release dated June 8, 2022 - Anfield Settlement.
99.2 News Release dated June 8, 2022 - Early Warning Report filing.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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