UEX Announces Amended Arrangement Agreement with Uranium Energy Corp.
Saskatoon, Saskatchewan – TheNewswire - August 5, 2022 – UEX Corporation (TSX:UEX), (OTC:UEXCF) (“UEX” or the “Company”) is pleased to announce that it has entered into an amendment (the “Amended UEC Agreement”) to the arrangement agreement dated June 13, 2022, as amended June 23, 2022 among Uranium Energy Corp. (“UEC”), UEC 2022 Acquisition Corp. (the “Purchaser”) and UEX (the “UEC Agreement”). Pursuant to the Amended UEC Agreement, the Purchaser, a wholly-owned subsidiary of UEC, will acquire all of the issued and outstanding common shares of UEX (the “UEX Shares”) pursuant to a statutory plan of arrangement under the Canada Business Corporations Act, and in return UEX shareholders (“UEX Shareholders”) will receive, for each UEX Share held, 0.0890 of one share of UEC (“UEC Shares”) as consideration (the “UEC Arrangement”).
The following represents a summary of the key amendments set forth in the Amended UEC Agreement:
UEX Shareholders will now receive 0.0890 UEC Shares for each UEX Share, implying 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 the date hereof, replacing the original exchange ratio of 0.0831 UEC Share for each UEX Share as agreed to in the UEC Agreement; and
an increase in the termination fee payable to UEC if the UEC Agreement is terminated in certain circumstances, including if UEX enters into an agreement with respect to a superior proposal or if the Board of Directors of UEX withdraws its recommendation with respect to the UEC Arrangement, from US$8,250,000 to US$8,800,000.
The Company confirms that the UEX special meeting of securityholders (the “Meeting”) currently slated for 10:00 a.m. (Vancouver time) on Tuesday, August 9, 2022 will continue as scheduled. No further action is required by UEX Shareholders who have already voted if there is no change to your vote.
All terms and conditions of the UEC Agreement not modified by the Amended UEC Agreement remain unchanged. For further details with respect to the material terms of the UEC Agreement, please refer to the joint press release of UEX and UEC dated June 13, 2022 and the UEC Agreement which, together with the Amended UEC Agreement will be available on the Company’s SEDAR profile on www.sedar.com.
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.
UEX is also 50:50 co-owner of JCU (Canada) Exploration Company, Limited (“JCU”). JCU’s portfolio of projects includes interests in some of Canada’s key future uranium development projects, notably a 30.099% interest in Cameco’s Millennium Project, a 10% interest in Denison’s Wheeler River Project, and a 33.8123% interest in Orano Canada’s Kiggavik Project, located in the Thelon Basin in Nunavut, as well as minority interests in nine other grassroots uranium projects in the Athabasca Basin.
UEX is also leading the discovery of cobalt in Canada, with three cobalt-nickel exploration projects located in the Athabasca Basin of northern Saskatchewan, including the only primary cobalt deposit in Canada. The 100% owned West Bear Project hosts the West Bear Cobalt-Nickel Deposit, the newly discovered Michael Lake Co-Ni Zone, and the West Bear Uranium Deposit. UEX also owns 100% of two early-stage cobalt exploration projects, the Axis Lake and Key West Projects.
Forward-Looking Statement Cautions:
This news release contains statements that constitute “forward-looking information” for the purposes of Canadian securities laws. These forward‐looking statements or information relate to, among other things: the ability of UEC and UEX to satisfy the other conditions to, and to complete the UEC Arrangement; and the anticipated timing of closing of the UEC Arrangement.
These statements reflect the Company’s current views with respect to future events and are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Such factors include, the synergies expected from the UEC Arrangement not being realized; business integration risks; fluctuations in general macro‐economic conditions; fluctuations in securities markets and the market price of UEC Shares; fluctuations in the spot and forward price of uranium or certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in the currency markets (such as the Canadian dollar and the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and the United States; operating or technical difficulties in connection with mining or development activities; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards and industrial accidents); risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the parties do business; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining, availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; title to properties; and the factors identified under the caption “Risk Factors” in UEX’s Annual Information Form.
In addition, the failure of UEX to comply with the terms of the UEC Agreement may result in UEX being required to pay a termination fee to UEC, the result of which could have a material adverse effect on UEX’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such information, other than as required by applicable law.
For further information, please contact:
President & CEO