Note 17 - Subsequent Event

9 Months Ended

Apr. 30, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 17:          SUBSEQUENT EVENT

On June 13, 2022, we entered into a definitive arrangement agreement (the “UEX Agreement”) pursuant to which we plan to acquire all of the issued and outstanding common shares of UEX Corporation (“UEX” – TSX: UEX) by way of statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act. Under the terms of the UEX Agreement, each holder of the common shares of UEX (each, a “UEX Share”) will receive 0.0831 of one share of our common stock in exchange for each UEX Share.  At closing, our existing shareholders and UEX shareholders will own approximately 86.3% and 13.7%, respectively, of the Company based on our current outstanding common shares.

UEX intends to call a meeting of shareholders to be held in August 2022 to seek shareholder approval for the Arrangement (the “UEX Meeting”). Completion of the Arrangement will require:

● approval of at least 66 2/3% of the votes cast by UEX shareholders at the UEX Meeting, and

● approval of a simple majority of the votes cast by UEX shareholders at the UEX Meeting, excluding votes from certain management shareholders, as required under the Canadian Securities Administrators Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Completion of the Arrangement is also subject to the receipt of court and stock exchange approvals, and other customary closing conditions for transactions of this nature, such as Investment Canada approval. The UEX Agreement also provides for, among other things, non-solicitation covenants, with “fiduciary out” provisions that allow UEX to consider and accept a superior proposal, subject to a “right to match period” in our favor. The UEX Agreement also provides for a termination fee of $8.25 million to be paid by UEX to us if the Agreement is terminated in certain specified circumstances.  In addition, under the UEX Agreement UEC has agreed to provide UEX with CA$5 million interim funding by way of a private placement of UEX Shares at a price of CA$0.43 per UEX Share or such other price as the parties may reasonably agree, subject to regulatory approval.