URANIUM ENERGY CORP. Item 7.01 Regulation FD Disclosure
On
Under the terms of UEC's revised offer (the "Revised UEC Offer"), each holder of
UEX Shares will now receive 0.0890 of one common share of UEC (a "UEC Share")
for each UEX Share held, implying consideration of approximately
If the board of directors of UEX (the "UEX Board") accepts the Revised UEC
Offer, UEC expects that the special meeting of UEX securityholders to approve
UEC's acquisition of the UEX Shares based on the Revised UEC Offer will continue
to be held as currently scheduled on
The Revised UEC Offer is superior to the Denison Proposal in all respects:
? Superior Financial Consideration. The Revised UEC Offer values UEX atC$0.49 per UEX Share, a 7% improvement over the original exchange ratio and higher financial consideration than the Denison Proposal based on closing prices of the shares and the spot exchange rate as atAugust 5, 2022 . The Revised UEC Offer reflects a premium of 72% over the unaffected UEX Share price onJune 10, 2022 (being the last trading day prior to the announcement of UEC's proposed acquisition of UEX).
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1 Subject to the completion of technical report summaries by UEC following closing of the proposed acquisition of UEX.
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? Stronger Deal Certainty. As part of its Revised UEC Offer submission to the
UEX Board, UEC has provided UEX with a simple amending agreement to the
original arrangement agreement dated June 13, 2022 , as amended June 23, 2022 ,
among UEX, UEC and UEC 2022 Acquisition Corp. (the "Arrangement Agreement") to
reflect the Revised UEC Offer. By its own admission, Denison has characterized
its proposal as "non-binding" and "remains subject to the entering into of a
definitive agreement"2. Upon acceptance of the Revised UEC Offer by UEX, UEC
will be firmly bound to complete the Revised UEC Offer as soon as practicable.
? Quicker Path to Completion. UEX securityholders are scheduled to vote on UEC's
proposed acquisition of the UEX Shares based on the Revised UEC Offer on
Tuesday August 9, 2022 , with closing of the transaction (subject to court
approval and the satisfaction or waiver of closing conditions customary for a
transaction of this nature) anticipated within days of the UEX securityholder
vote. UEC understands that more than 38% of eligible UEX securities have
already tendered, as of this press release, with an overwhelming 93.7% voting
in favour of the UEC transaction.
? Denison Proposal is Financially Inferior, Uncertain and Remains Subject to the
Negotiation of a Definitive Agreement. The Denison Proposal remains subject
to, among other things, the negotiation of a definitive agreement, the
preparation of an information circular providing disclosure on the proposed
transaction, court and regulatory approvals, and the calling of a new
securityholders meeting to approve the transaction. As such, a closing of any
deal with Denison is likely to take UEX shareholders well into Q4 2022.
? Larger Trading Liquidity. UEC benefits from a strong institutional and retail
following which has resulted in trading liquidity that is more than 50%3
greater than that of Denison. UEX shareholders, upon exchange of their UEX
Shares for UEC Shares based on the Revised UEC Offer, will have a deeper pool
to value and trade their securities.
? UEC Maintains its Strong Balance Sheet With Over $180 million of Cash and
Liquid Assets, with No Debt.
? The Opportunity to Create the Largest Diversified North American Focused
Uranium Company . UEX shareholders have an opportunity to be part of UEC's
fully permitted, production-ready assets in the U.S. , which is the largest
market in the world for uranium demand. UEC offers superior scale, as
exhibited by its larger capital markets presence, and a path for immediate
re-rating potential following a rapid timeline to closing of the transaction.
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1 Denison press release dated
2 Based on average daily traded volume over the last 12 months.
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It is the view of UEC, based on advice provided by its financial and legal
advisors, that the superior proposal notice delivered by UEX to UEC on
The Revised UEC Offer expires at
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
99.1 News Release dated August5, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
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