UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 5, 2022
Date of Report (Date of earliest event reported)
URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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001-33706
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98-0399476
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1030 West Georgia Street, Suite 1830
Vancouver, British Columbia
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V6E 2Y3
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(Address of principal executive offices)
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(Zip Code)
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(604) 682-9775
Registrant’s telephone number, including area code
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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Common Stock
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UEC
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Section 1 – Registrant’s Business and Operations
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Item 1.01
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Entry into a Material Definitive Agreement
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On August 5, 2022, Uranium Energy Corp. (the “Company” or “UEC”) entered into an amending agreement (the “Amending Agreement”) to the previously announced arrangement agreement (the “Arrangement Agreement”) dated June 13, 2022, as amended June 23, 2022, with UEC 2022 Acquisition Corp. (“UEC Acquisition Co.”), a wholly owned subsidiary of UEC, and UEX Corporation (“UEX”), pursuant to which UEC, through UEC Acquisition Co., is to acquire all of the issued and outstanding common shares of UEX (each, a “UEX Share”) by way of a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act.
Under the terms of the Amending Agreement, holders of UEX Shares (the “UEX Shareholders”) will receive 0.0890 of one common share of UEC (a “UEC Share”) in exchange for each UEX Share. This share exchange ratio implies consideration of approximately C$0.49 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 5, 2022.
In addition, the Amending Agreement provides for an increase in the termination fee as provided for under Section 9.6 of the Arrangement Agreement from US$8,250,000 to US$8,800,000 to be paid by UEX to UEC if the Arrangement Agreement, as amended, is terminated in certain specified circumstances.
The foregoing description of the Amending Agreement does not purport to be complete and is qualified in its entirety by the Amending Agreement, which is filed as Exhibit 10.1 hereto and is incorporate by reference herein.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired
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Not applicable.
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(b)
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Pro forma Financial Information
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Not applicable.
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(c)
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Shell Company Transaction
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Not applicable.