Uranium Energy Corp and UEX Corporation Agree to Amendment to the Arrangement Agreement; Special Meeting of UEX Securityholders will Remain on Monday, August 15, 2022
UEC Pro Forma Ownership Changes to 85.7% Compared to Previously Disclosed at 85.8% on Basic Share Basis
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Corpus Christi, TX and Saskatoon, Saskatchewan August 15, 2022 – Uranium Energy Corp. (NYSE American: UEC, the “Company” or “UEC” - https://www.commodity-tv.com/ondemand/companies/profil/uranium-energy-corp/) and UEX Corporation (TSX:UEX, “UEX”) are pleased 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.
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 [email protected]
About Uranium Energy Corp
Uranium Energy Corp is America’s leading, fastest growing, uranium mining company listed on the NYSE American. UEC is a pure play uranium company and is advancing the next generation of low-cost, environmentally friendly In-Situ Recovery (ISR) mining uranium projects. The Company has two production ready ISR hub and spoke platforms in South Texas and Wyoming, anchored by fully licensed and operational processing capacity at the Hobson and Irigaray plants. UEC also has seven U.S. ISR uranium projects with all of their major permits in place. Additionally, the Company has other diversified holdings of uranium assets, including: (1) one of the largest physical uranium portfolios of U.S. warehoused U3O8; (2) a major equity stake in the only royalty company in the sector, Uranium Royalty Corp.; and (3) a pipeline of resource-stage uranium projects in Arizona, Colorado, New Mexico and Paraguay. The Company’s operations are managed by professionals with a recognized profile for excellence in their industry, a profile based on many decades of hands-on experience in the key facets of uranium exploration, development and mining.
About UEX Corporation
UEX is a Canadian uranium and cobalt exploration and development company involved in an exceptional portfolio of uranium projects. UEX’s directly-owned portfolio of projects is located in the eastern, western and northern perimeters of the Athabasca Basin, the world's richest uranium region which in 2020 accounted for approximately 8.1% of the global primary uranium production. In addition to advancing its uranium development projects through its ownership interest in JCU, UEX is currently advancing several other uranium deposits in the Athabasca Basin which include the Paul Bay, Ken Pen and Ōrora deposits at the Christie Lake Project , the Kianna, Anne, Colette and 58B deposits at its currently 49.1%-owned Shea Creek Project, the Horseshoe and Raven deposits located on its 100%-owned Horseshoe-Raven Project and the West Bear Uranium Deposit located at its 100%-owned West Bear Project.
Full details of the amendment are set out in the Amending Agreement, which will be filed by UEX under its profile on SEDAR at www.sedar.com and UEC under its profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. In addition, further information regarding the Arrangement has been shared in the Circular prepared in connection with the Meeting and filed on UEX’s profile on www.sedar.com. All UEX Securityholders are urged to read the Amending Agreement and the Circular, as they will contain additional important information concerning the Arrangement.
Contact Uranium Energy Corp Investor Relations at:
Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: [email protected]
Stock Exchange Information:
NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
Swiss Resource Capital AG