Filed by Energy Fuels Inc.
(Commission File No.: 001-36204)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Uranerz Energy Corporation
(Commission File No.: 001-32974)
Registration Statement No.: 333-203996
Energy Fuels Amends the Date of its Annual &
Special
Meeting; Adds Approval of the Uranerz
Acquisition to the
Meeting
May 21, 2015
Lakewood, Colorado Energy Fuels Inc. (NYSE MKT: UUUU, TSX:
EFR) (Energy Fuels or the Company) announced today that is has amended
the date of its previously announced annual and special meeting of shareholders
(the Meeting). The Meeting, which was originally scheduled for June 16,
2015, will now be held at 10:00 am on June 18, 2015. The record date of April
20, 2015 for the Meeting has not changed. At the Meeting, shareholders will be
asked to consider the previously announced acquisition of Uranerz Energy
Corporation (Uranerz) by Energy Fuels (the Transaction), in
addition to the election of directors, appointment of auditors, consideration of
the extension of the Shareholder Rights Plan, and consideration of the Companys
2015 Omnibus Equity Incentive Plan.
Electronic copies of investor materials related to the Meeting,
including the amended Notice of Meeting and amended Management Information
Circular which provide details regarding the Transaction, may be found at and
downloaded from www.meetingdocuments.com/cst/EFR or under the Companys profile
on SEDAR at www.sedar.com. Shareholders are urged to carefully read and consider
the amended Management Information Circular before voting on the matters
described therein.
Uranerz is also expected to schedule its shareholder meeting to
consider the Transaction for June 18, 2015, assuming the US Securities and
Exchange Commission declares the Registration Statement on Form F-4 related to
the Transaction effective next week.
Assuming the Registration Statement is declared effective next
week, requisite shareholder approvals are obtained at the respective shareholder
meetings, and all other conditions to closing are satisfied or waived, this
would allow for a closing of the Transaction to occur as early as June 19, 2015.
About Energy Fuels: Energy Fuels is currently
Americas largest conventional uranium producer. Energy Fuels operates the White
Mesa Mill, which is the only conventional uranium mill currently operating in
the U.S. The mill is capable of processing 2,000 tons per day of uranium ore and
has a licensed capacity of over 8 million lbs. of
U3O8. Energy Fuels has projects located in a number
of Western U.S. states, including a producing mine, mines on standby, and
mineral properties in various stages of permitting and development. The
Companys common shares are listed on the NYSE MKT under the trading symbol
UUUU, and on the Toronto Stock Exchange under the trading symbol EFR.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS OF
URANERZ ENERGY CORPORATION AND ENERGY FUELS INC.
On January 5, 2015, the Company announced a transaction
whereby it would acquire all of the issued and outstanding shares of Uranerz.
This press release is for informational purposes only and does not constitute an
offer to purchase, a solicitation of an offer to sell the shares of common stock
of Uranerz or a solicitation of any proxy, vote or approval. Energy Fuels has
filed with the United States Securities and Exchange Commission (SEC) a
registration statement on Form F-4 that includes a proxy statement of Uranerz
that also constitutes a prospectus of Energy Fuels. Energy Fuels and Uranerz
also have or plan to file with or furnish other documents to securities
regulatory authorities in Canada and the United States regarding the proposed
acquisition of Uranerz by Energy Fuels.
INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION OF URANERZ BY ENERGY FUELS.
Anyone may obtain copies of these documents as they become
available free of charge under Energy Fuels profile on SEDAR at www.sedar.com
or EDGAR at www.sec.gov, as applicable, or by accessing
Energy Fuels website at www.energyfuels.com under the heading Investors and
from Energy Fuels directly by contacting Curtis Moore, Investor Relations: (303)
974-2140. Documents will also be available free of charge under Uranerz profile
on EDGAR at www.sec.gov or on SEDAR at www.sedar.com, or by
accessing Uranerz website at www.uranerz.com under the heading Investors and
from Uranerz directly by contacting Derek Iwanaka, Investor Relations: (800)
689-1659. Energy Fuels, Uranerz, their respective directors and certain of their
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Uranerz in connection with the proposed
acquisition of Uranerz by Energy Fuels. Information about the directors and
executive officers of Uranerz is set forth in its annual report on Form 10-K for
the year-ended December 31, 2014, which was filed with the SEC on March 16,
2015. Information about the directors and executive officers of Energy Fuels can
be found in its annual information form dated March 18, 2015, which is available
at www.sedar.com and www.sec.gov.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain Forward Looking
Information and Forward Looking Statements within the meaning of applicable
Canadian and United States securities legislation, which may include, but is not
limited to statements relating to: assumptions with respect to the timing for
the Registration Statement on Form F-4 being declared effective by the SEC; the
satisfaction or waiver of all conditions to closing; the ability of the Company
and Uranerz to close the Transaction; and any possible closing date for the Transaction. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not
expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”,
or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking
statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include: risks associated with the assumed time by which the Company’s Registration Statement on Form F-4 will
be declared effective by the SEC; the satisfaction or waiver of all conditions to closing; whether the Transaction will close and the timing of the closing; and the other factors described under the caption “Risk Factors” in the
Company’s Annual Information Form dated March 18, 2015, which is available for review on SEDAR at
www.sedar.com, and in its Form 40-F, which is available for review on EDGAR at www.sec.gov/edgar.shtml. Forward-looking
statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future
events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
The Company assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various
securities commissions which are available online at www.sec.gov and www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy
Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date
hereof.
Investor Relations Inquiries:
Curtis Moore, VP - Marketing & Corporate Development
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(303) 974-2140 or (888) 864-2125
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investorinfo@energyfuels.com
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www.energyfuels.com
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