Item 7.01 Regulation FD Disclosure
On
Acquisition Rationale and Highlights:
? Accretive transaction, doubling of UEC's uranium resources in world-class,
politically stable, uranium mining jurisdictions at only a 13.7% dilution to
UEC's outstanding shares (1)
? Pro forma UEC will have the largest uranium portfolio focused exclusively in
the
diversified
? Recent global events have set in motion long-term structural changes in the
supply chains of energy commodities where security of supply and reduction of
geopolitical and transportation risk will be key strategic differentiators
? On the demand side, there is a growing trend by Western utilities to secure
supplies from uranium projects in politically stable jurisdictions
? UEX portfolio is comprised of 29 uranium projects covering key areas of the
producing eastern side and development western side of prolific
? 5 of the 29 projects are advanced resource stage and already in strong
joint-venture partnerships with established uranium miners which allows UEC to
remain operationally focused in the
development pipeline with significant exploration potential in
? UEX complements UEC's near-term production-ready and brownfield assets in the
? UEC maintains its strong balance sheet with over
liquid assets, with no debt, supporting production readiness and its ability to
advance a strengthened project portfolio
Under the terms of the Agreement, each holder of the common shares of UEX (each,
a "UEX Share") will receive 0.0831 of one UEC share (each, a "UEC Share") in
exchange for each UEX Share. This share exchange ratio implies consideration of
approximately
At closing, existing UEC and UEX shareholders will own approximately 86.3% and 13.7%, respectively, of UEC based on current outstanding common shares.
Notes:
(1) Subject to the completion of technical reports by UEC after closing
(2) See UEC news release dated
Anfield indebtedness, and the pending return of certain surety amounts related to the U1Americas transaction; Equity holdings include 15M shares of Uranium Royalty Corp (UROY)
(3) Based on a spot exchange rate on
U.S. dollar - 2 - --------------------------------------------------------------------------------
Additional Benefits of the Acquisition to UEX shareholders
? UEC's strong balance sheet and liquidity provides UEX with additional capital
to fund continued exploration and growth initiatives at its projects in the
? Provides UEX's shareholders with substantial exposure to production-ready
uranium assets in
development stage assets in
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UEX Asset Portfolio Overview
? 49.1% ownership inShea Creek (operated by Orano, 50.9% ownership): Currently one of the largest undeveloped deposits in theAthabasca Basin , hosts 67.6M lbs. U3O8 of Indicated and 28.1M lbs. U3O8 of Inferred resources (100% basis) (1) ? 100% ownership in Horseshoe-Raven: Open pit amenable project located only 4 kms from Cameco'sRabbit Lake Mill , hosts 37.4M lbs. U3O8 of Indicated resources (100% basis) (2) ? 82.8% ownership inChristie Lake : Resource stage asset located in theAthabasca basin that hosts 20.4M lbs. U3O8 of Inferred resource (100% basis) (3) ? 16.9% ownership in Kiggavik (operated by Orano, 66.2% ownership): Feasibility stage project located inNunavut, Canada that hosts 127.3M lbs. U3O8 of Indicated and 5.4M lbs. U3O8 of Inferred resource (100% basis) (treated as a historical estimate for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") (4) ? 15% ownership in Millennium (operated by Cameco, 69.9% ownership): Feasibility stage project located betweenMcArthur River Mine andKey Lake Mill that hosts 75.9M lbs. U3O8 of Indicated and 29.0M lbs. U3O8 of Inferred resource (100% basis) (treated as a historical estimate for the purposes of NI 43-101) (5) ? 5% ownership inWheeler River (operated by Denison, 95% ownership): Denison completed a PFS in 2018 highlighting robust economics.The Wheeler River project hosts a total of 132.1M lbs. U3O8 of Indicated (inclusive of 109.4M lbs. U3O8 probable reserves) and 3.0M lbs. U3O8 of Inferred resources (100% basis) (treated as a historical estimate for the purposes of NI 43-101) (6) ? Other Projects: The remainder of UEX's portfolio consists of one resource-level project, four mid-stage projects and 18 grassroots projects which will help provide further resource growth and long-term production sustainability for UEC
For mineral resource estimates referenced above as "historical estimates", UEX and UEC are not treating this information as current mineral resources, have not verified this information and are not relying on it. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources. UEX and UEC currently do not plan to conduct work to verify the historical estimates other than using them to guide exploratory and possible development work.
UEC Asset Portfolio Overview
? Wyoming Hub & Spoke ISR Portfolio: Seven satellite projects, with a combined Measured and Indicated resource of 62M lbs. U3O8 and 7M lbs. U3O8 of Inferred resources, and the Irigaray Processing Plant with a licensed production capacity of 2.5M lbs./year (7) - 4 -
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? Texas Hub & Spoke ISR Portfolio: Four satellite projects, with a combined Measured and Indicated resource of 6.5M lbs. U3O8 and 12.5M lbs. U3O8 of Inferred resources, and the Hobson Processing Plant with an installed production capacity of 2M lbs./year (8) ? Other Projects:U.S. Hardrock pipeline, Paraguay ISR uranium portfolio, Paraguay Titanium business and the Diabase project in theAthabasca Basin ? Physical Uranium Portfolio: A 5M lb. physical portfolio ofU.S. warehoused uranium (U3O8). ? Strategic Equity Interest: 16% equity stake in Uranium Royalty Corp.
Readers are cautioned that resources reported by UEX have been prepared and
reported pursuant to the disclosure standards required by NI 43-101, and the
resources reported by UEC have been prepared pursuant to the disclosure
standards required under Regulation S-K subpart 1300 ("S-K 1300") adopted by the
Transaction Conditions & Timing
UEX intends to call a meeting of shareholders to be held in
? 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 Multilateral Instrument 61-101.
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 Agreement 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 favour of UEC. The Agreement
also provides for a termination fee of
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The Arrangement has been unanimously approved by the Board of Directors of UEX.
The directors and senior officers of UEX, holding in aggregate approximately
0.5% of the issued and outstanding UEX Shares, have entered into voting support
agreements with UEC, pursuant to which they have agreed to vote their shares in
favour of the Arrangement at the UEX Meeting.
The transaction is expected to close in the third quarter of 2022.
Advisors and Counsel
Webcast and Conference Call
UEC and UEX will host a joint webcast on
Webcast URL
https://www.bigmarker.com/vid-conferences/VID-Town-Hall?utm_bmcr_source=irinc
Notes on Technical Disclosure
The technical information in this news release relating to UEC has been reviewed
by
The technical information relating to UEX in this news release has been reviewed
and approved by
Notes:
(1) NI 43-101 Technical Report "2022 Technical Report on the
Saskatchewan " with an effective date ofJanuary 1, 2022 , a copy of which is available underUEX Corporation's profile on SEDAR at www.sedar.com. These resources are reported in accordance with the CIM definition standards adopted by theCanadian Institute of Mining , Metallurgy and Petroleum council onMay 19, 2014 (the "CIM Definition Standards") - 6 -
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. . . 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 datedJune 13, 2022 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) __________ - 7 - --------------------------------------------------------------------------------
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