Item 7.01 Regulation FD Disclosure
On July 28, 2022, Uranium Energy Corp. (the "Company" or "UEC") issued a news
release announcing that it has received a notice from UEX Corporation ("UEX")
that Denison Mines Corp. ("Denison") has made an acquisition proposal for all of
the issued and outstanding shares of UEX (the "Denison Proposal") pursuant to a
plan of arrangement. UEX has further advised UEC that the board of directors of
UEX has determined that the Denison Proposal constitutes a "Superior Proposal"
as defined in the arrangement agreement (the "Arrangement Agreement") dated June
13, 2022, as amended June 23, 2022, among UEX, UEC and the UEC 2022 Acquisition
Corp. and that UEX intends (subject to UEC's right to match the Denison
Proposal) to enter into an agreement with Denison to implement the Denison
Proposal.
Under the Arrangement Agreement, UEC has the right, for a period of five
business days from receipt of UEX's notice, to offer to amend the terms of the
Arrangement Agreement. In the event that UEC elects not to match and if UEX
terminates the Arrangement Agreement in order to enter into an agreement with
Denison, then UEX is required to pay to UEC a termination fee in the amount of
US$8.25 million.
Amir Adnani, President and CEO, stated "UEC has consistently been disciplined
and focused on delivering accretive transactions for our shareholders as
exhibited by our successful M&A track record. While the competing offer for UEX
validates the merits of this acquisition, since announcing the transaction,
there has been significant market deterioration in the sector and this has
created a broader set of growth opportunities that would be highly accretive and
strategic in nature. We continue to be in the driver's seat with our acquisition
of UEX, however, we have made no determination as to whether we will choose to
match the competing offer. UEC will do a careful analysis to determine whether
this or other opportunities we are considering provide the most compelling value
for our shareholders."
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.
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(d) Exhibits
Exhibit Description
99.1 News Release dated July 28, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
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