Prospectus Supplement
|
Filed Pursuant to Rule 424(b)(5)
|
to Prospectus dated January 10, 2014
|
Registration No. 333-193104
|
17,330,836 Units, each consisting of one share of Common
Stock and
one-half of one Warrant to purchase one share of Common Stock
Underwriter Compensation Warrants to purchase 906,516 shares of Common Stock
|
URANIUM ENERGY CORP.
|
|
$25,996,254
|
This prospectus supplement to the accompanying base prospectus of Uranium Energy Corp. (which we refer to as “UEC,” the “Company,” “we,” or “us”) dated January 10, 2014 registers the distribution (the “
Offering
”) of
17,330,836 units (the “
Units
”) of UEC at a price of $1.50 per Unit (the “Offering Price”) pursuant to an underwriting agreement dated January
17, 2017 (the “
Underwriting Agreement
”) between UEC and H. C. Wainwright & Co., LLC and Haywood Securities Inc., as co-representatives of the underwriters (the “
Co-Representatives
”), together with
Dundee Capital Partners and Sprott Private Wealth LP (collectively with the Co-Representatives, the “
Underwriters
”). Each Unit consists of one share of common stock (each, a “
Share
”) and one-half of one common stock purchase warrant of UEC (each, a “
Warrant
”). The Units will separate into Shares and Warrants immediately upon closing of the Offering. Each whole Warrant will entitle the holder to purchase one share of common stock of UEC (each, a “
Warrant Share
”) at an exercise price of $2.00 per Warrant Share, and is exercisable starting six (6) months from the date of issuance until any time prior to 5:00 pm (Vancouver time) on the date that is three years from the date of issuance. H. C. Wainwright & Co., LLC will only solicit subscriptions in the United States, and Haywood Securities Inc. will only solicit subscriptions in the United States through its U.S. affiliate, and in Canada pursuant to a Canadian prospectus supplement. The other Underwriters will only solicit subscriptions in territories where they are licensed to do so.
Our shares of common stock are traded on the NYSE MKT LLC
(which we refer to as the
NYSE MKT
) under the symbol UEC. On January
12, 2017, the closing price of our shares of common stock on the NYSE MKT was $1.58
per share of common stock.
Our principal offices are located at 500 North
Shoreline Boulevard, Suite 800N, Corpus Christi, Texas 78401 and 1030 West
Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 2Y3, and our
web site address is www.uraniumenergy.com.
Investing in our securities involves risks. Before buying
any of our securities, you should read the discussion of material risks of
investing in our securities in the Risk Factors section beginning on page S-8
of this prospectus supplement and the Risk Factors section beginning on page 7
of the accompanying base prospectus and in the documents incorporated by
reference herein and therein.
|
|
Per Unit Price
|
|
|
Total
|
|
Public offering price
|
|
$1.50
|
|
|
$25,996,254
|
|
Underwriters fees
(1)
|
|
$0.09
|
|
|
$1,559,775
|
|
Proceeds, before expenses, to
us
(
2
)
|
|
$1.41
|
|
|
$24,436,479
|
|
__________
|
(1)
|
We have agreed to pay the Underwriters a cash fee (the “
Underwriters’ Fee
”) equal to 6% of the aggregate purchase price paid by the Underwriters to us per Unit. In addition, we have agreed to issue to the Underwriters (or their designees) warrants (the “
Compensation Warrants
”) to purchase up to a number of shares of common stock equal to 6% of the Shares issued on the closing of the Offering (the “
Compensation Warrant Shares
”) with the same terms as the Warrants. This prospectus supplement qualifies the distribution of the Compensation Warrants to the Underwriters. A reduced Underwriters’ Fee of 2% will be payable on the gross proceeds of up to $5,000,000 of the Offering sold to purchasers included on a president’s list (the “President’s List”), and thereafter the full 6% discount will apply. All calculations of the Underwriters’ Fees herein, assumes no sales are made to persons on the President’s List. We have also agreed to reimburse the Co-Representatives for certain of their expenses. See “
Plan of Distribution
”.
|
|
(2)
|
After deducting the Underwriters’ Fee but before deducting the expenses of the Offering (including listing fees) estimated to be approximately $24,436,479 which will be paid from the gross proceeds of the Offering. The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the Warrants being issued in this Offering or the Compensation Warrants.
|
Unless the context otherwise requires, all references to
Warrants in this prospectus supplement shall include Compensation Warrants,
as applicable.
There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this prospectus supplement. This may affect the price of the Warrants in the secondary market, if any develops, the transparency and availability of trading prices, and the liquidity of the Warrants. We do not intend to apply to list the Warrants on the NYSE MKT or any other securities exchange or quotation service.
Neither the United States Securities Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying base prospectus. Any representation to the contrary is a criminal
offense.
The Underwriters, as principals, conditionally offer a total of
17,330,836 Units, subject to prior sale, if, as and when issued by the Company and
accepted by the Underwriters in accordance with the conditions contained in the
Underwriting Agreement referred to under
Plan of Distribution
and
subject to approval of certain legal matters on behalf of the Company by
McMillan LLP, Canadian and U.S. counsel to the Company, and as to certain legal
matters on behalf of the Underwriters by Stikeman Elliott LLP, Canadian counsel
to the Underwriters, and Ellenoff Grossman & Schole LLP, U.S. counsel to the
Underwriters.
The Offering Price was determined by negotiation between us and
the Co-Representatives, on behalf of the Underwriters, with reference to the
prevailing market price of our shares of common stock.
The Underwriters propose to initially offer either directly,
or through their respective U.S. or Canadian broker-dealer affiliates or agents,
the Units at the Offering Price. After a reasonable effort has been made to sell
all of the Units at the Offering Price, the Underwriters may subsequently reduce
the selling price to purchasers. Any such reduction will not affect the proceeds
received by the Company. See
Plan of Distribution
.
Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to occur on or about January 20, 2017. It is anticipated that the Shares forming part of the Units will be issued in “book-entry only” form and represented by a global certificate or certificates, or be represented by uncertificated securities, registered in the name of CDS Clearing and Depositary Services Inc. (“
CDS
”) or its nominee or The Depository Trust Company (“
DTC
”), as directed by the Underwriters, and will be deposited with CDS or DTC, as the case may be. Except in limited circumstances, no beneficial holder of Shares will receive definitive certificates representing their interest in the Shares. Beneficial holders of Shares will receive only a customer confirmation from the Underwriters or another registered dealer who is a CDS or DTC participant and from or through whom a beneficial interest in the Shares is acquired. All Warrants are expected to be issued in physical certificated form.
In addition, the Warrant holders are entitled to a cashless
exercise option if, at any time of exercise, there is no effective registration
statement registering, or no current prospectus available for, the issuance or
resale of Warrant Shares under the United States Securities Act of 1933, as
amended (the
U.S. Securities Act
). This option entitles the Warrant
holders to elect to receive fewer Warrant Shares without paying the cash
exercise price. The number of Warrant Shares to be issued would be determined by
a formula based on the total number of Warrant Shares with respect to which the
Warrant is being exercised, the daily volume weighted average price for our
Shares on the trading day immediately prior to the date of exercise and the
applicable exercise price of the Warrants.
RODMAN & RENSHAW, A UNIT OF
|
HAYWOOD SECURITIES INC.
|
H. C. WAINWRIGHT & CO., LLC.
|
|
The date of this prospectus supplement is January 17, 2017
You should rely only on the information contained in or
incorporated by reference into this prospectus supplement and the accompanying
base prospectus and any filed free writing prospectus relating to this offering. We
have not, and the Underwriters have not, authorized any other person to provide
you with additional or different information. If anyone provides you with
additional or different information, you should not rely on it. We are not, and
the Underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying base
prospectus, any free writing prospectus and the documents incorporated by
reference herein and therein is accurate only as of the respective dates of such
documents. Our business, financial condition, results of operations and
prospects may have changed since those dates. Information in this prospectus
supplement updates and modifies the information in the accompanying base
prospectus and information incorporated by reference herein and therein. To the
extent that any statement made in this prospectus supplement or any free writing
prospectus (unless otherwise specifically indicated therein) differs from those
in the accompanying base prospectus, the statements made in the accompanying
base prospectus and the information incorporated by reference herein and therein
are deemed modified or superseded by the statements made by this prospectus
supplement.
iii
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
BASE PROSPECTUS
__________
iv
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to a registration statement
that we filed with the United States Securities and Exchange Commission (which
we refer to as the SEC) utilizing a shelf registration process. Under this
shelf registration process, we may, from time to time, offer, sell and issue any
of the securities or any combination of the securities described in the
accompanying base prospectus in one or more offerings. The accompanying base
prospectus provides you with a general description of the securities we may
offer. This prospectus supplement contains specific information about the terms
of this offering of Units by us. This prospectus supplement and any free writing
prospectus filed by us (unless otherwise specifically stated therein) may add,
update or change information contained in the accompanying base prospectus and
the documents incorporated by reference herein and therein. You should read this
prospectus supplement, the accompanying base prospectus and any free writing
prospectus filed by us together with the information described under the
sections entitled, Where to Find Additional Information and Incorporation of
Certain Information by Reference in this prospectus supplement and any
additional information you may need to make your investment decision. We have
also filed this prospectus supplement and the accompanying base prospectus with
the securities regulatory authorities in each of the provinces of Canada, except
Quebec, pursuant to the multi-jurisdictional disclosure system (which
Canadian-filed prospectus supplement and accompanying prospectus we refer to as
the Canadian Prospectus).
Prospective investors should be aware that the acquisition of
the Units described herein may have tax consequences both in the United States
and Canada, as applicable. Such consequences for investors who are resident in,
or citizens of, the United States or Canada may not be described fully in this
prospectus supplement, the accompanying base prospectus or the Canadian
Prospectus. See Material U.S. Federal Income Tax Consequences in the
accompanying base prospectus.
Unless otherwise stated, currency amounts in this prospectus
supplement are stated in United States dollars. The financial statements
incorporated by reference in this prospectus supplement and the accompanying
base prospectus, and the selected consolidated financial data derived therefrom
included in this prospectus supplement, are presented in United States dollars.
The financial statements incorporated by reference in this prospectus supplement
and the accompanying base prospectus, and the selected consolidated financial
data derived therefrom included in this prospectus supplement, have been
prepared in accordance with United States Generally Accepted Accounting
Principles.
The registration statement that contains the accompanying base
prospectus (SEC File No. 333-193104) (including the exhibits filed with and the
information incorporated by reference into the registration statement) contains
additional important business and financial information about us and the
securities offered hereby that is not presented or delivered with this
prospectus supplement. That registration statement, including the exhibits filed
with the registration statement and the information incorporated by reference
into the registration statement, can be read at the SECs website,
www.sec.gov
, or at the SEC office mentioned under the section of this
prospectus supplement entitled Where to Find Additional Information below.
WHERE TO FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy materials we have
filed with the SEC at the SECs public reference room at 100 F Street, N.E.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference room. Our SEC filings also
are available to the public on the SECs Internet site at www.sec.gov. In
addition, we maintain a website that contains information about us, including
our SEC filings, at
www.uraniumenergy.com
. The information contained on
our website does not constitute a part of this prospectus supplement, the
accompanying base prospectus, the Canadian Prospectus or any other report or
documents we file with or furnish to the SEC or with the securities regulatory
authorities in Canada.
S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying base prospectus
and the documents incorporated herein and therein by reference contain
forward-looking-statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (which we refer to as the Securities Act), Section 21E
of the Securities Exchange Act of 1934, as amended (which we refer to as the
Exchange Act) and Canadian securities laws. Such forward-looking statements
concern our anticipated results and developments in our operations in future
periods, planned exploration and, if warranted, development of our properties,
plans related to our business and other matters that may occur in the future.
These statements relate to analyses and other information that are based on
forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.
Forward-looking statements, and any estimates and assumptions
upon which they are based, are made in good faith and reflect our views and
expectations for the future as of the date of such statements, which can change
significantly. Furthermore, forward-looking statements are subject to known and
unknown risks and uncertainties which may cause actual results, performance,
achievements or events to be materially different from any future results,
performance, achievements or events implied, suggested or expressed by such
forward-looking statements. Accordingly, forward-looking statements in this
prospectus supplement, the accompanying base prospectus or in any documents
incorporate herein and therein by reference should not be unduly relied upon.
Forward-looking statements may be based on a number of material
estimates and assumptions, of which any one or more may prove to be incorrect.
Forward-looking statements may be identifiable by terminology concerning the
future, such as anticipate, believe, continue, could, estimate,
expect, forecast, intend, goal, likely, may, might, outlook,
plan, predict, potential, project, should, schedule, strategy,
target, will or would, and similar expressions or variations thereof
including the negative use of such terminology. Examples in this prospectus
supplement, the accompanying base prospectus or in any documents incorporated
herein and therein by reference include, but are not limited to, such
forward-looking statements reflecting or pertaining to:
|
|
our overall strategy, objectives, plans and
expectations for Fiscal 2017 and beyond;
|
|
|
|
|
|
our expectations for worldwide nuclear power
generation and future uranium supply and demand, including long-term
market prices for U
3
O
8
;
|
|
|
|
|
|
our belief and expectations of ISR mining for
our uranium projects, where applicable;
|
|
|
|
|
|
our estimation of mineralized materials, which are based
on certain estimates and assumptions, and the economics of future
production for our uranium projects including the Palangana Mine;
|
|
|
|
|
|
our plans and expectations including anticipated
expenditures relating to exploration, pre-extraction, extraction and
reclamation activities for our uranium projects including the Palangana
Mine;
|
|
|
|
|
|
our ability to obtain, maintain and amend, within a
reasonable period of time, required rights, permits and licenses from
landowners, governments and regulatory authorities;
|
|
|
|
|
|
our ability to obtain adequate additional
financing including access to the equity and credit markets;
|
|
|
|
|
|
our ability to remain in compliance with the
terms of our indebtedness; and
|
|
|
|
|
|
our belief and expectations including the
possible impact of any legal proceedings or regulatory actions against us.
|
Forward-looking statements, and any estimates and assumptions
upon which they are based, are made as of the date of this prospectus
supplement, the date of the accompanying base prospectus or the date of any
documents incorporated herein or therein by reference, as applicable, and we do
not intend or undertake to revise, update or supplement any forward-looking
statements to reflect actual results, future events or changes in estimates and
assumptions or other factors affecting such forward-looking statements, except
as required by applicable securities laws. Should one or more forward-looking statements be revised,
updated or supplemented, no inference should be made that we will revise, update
or supplement any other forward looking statements.
S-2
Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors which could cause actual
events or results to differ from those expressed or implied by the
forward-looking statements, including, without limitation:
|
|
our need for additional financing;
|
|
|
|
|
|
our exploration activities may not result in
commercially exploitable quantities of ore on our mineral properties;
|
|
|
|
|
|
the risks inherent in the exploration for minerals such
as geologic formation, weather, accidents, equipment failures and
governmental restrictions;
|
|
|
|
|
|
the risks inherent in uranium project
development
|
|
|
|
|
|
the risks inherent in uranium production;
|
|
|
|
|
|
our limited financial and operating history;
|
|
|
|
|
|
our history of operating losses;
|
|
|
|
|
|
the potential for environmental damage;
|
|
|
|
|
|
limits to our insurance coverage;
|
|
|
|
|
|
the competitive environment in which we
operate;
|
|
|
|
|
|
the level of government regulation, including
environmental regulation;
|
|
|
|
|
|
changes in governmental regulation and
administrative practices;
|
|
|
|
|
|
nuclear incidents;
|
|
|
|
|
|
the marketability and pricing of uranium concentrates;
|
|
|
|
|
|
our dependence on key personnel;
|
|
|
|
|
|
conflicts of interest of our directors and
officers;
|
|
|
|
|
|
volatility in the price of our common stock;
|
|
|
|
|
|
our ability to fully implement our business
plan;
|
|
|
|
|
|
our ability to effectively manage our growth;
and
|
|
|
|
|
|
other regulatory, legislative and judicial
developments, including potential losses and/or damages from litigation.
|
For a more detailed discussion of such risks and other
important factors that could cause actual results to differ materially from
those in such forward-looking statements please see the section entitled Risk
Factors beginning on page S-8 of this prospectus supplement and the section
entitled Risk Factors beginning on page 7 of the accompanying base prospectus
and, to the extent applicable, the Risk Factors sections in our annual reports
on Form 10-K and our quarterly reports on Form 10-Q as filed with the SEC and
the Canadian securities authorities that are incorporated by reference herein.
Although we have attempted to identify important factors that could cause actual
results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that these statements will
prove to be accurate as actual results and future events could differ materially
from those anticipated in the statements. Investors should review our subsequent
reports filed with the SEC on Forms 10-K, 10-Q and 8-K and with the Canadian securities authorities, and any amendments
thereto. We qualify all forward-looking statements by these cautionary
statements.
S-3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This prospectus supplement is deemed, as of the date hereof, to
be incorporated by reference into the accompanying base prospectus solely for
the purpose of offering the Units. Other documents are also incorporated, or are
deemed to be incorporated, by reference into the accompanying base prospectus,
and reference should be made to the accompanying base prospectus for full
particulars thereof.
The following documents which have been filed by us with the
SEC and with securities commissions or similar authorities in Canada, are also
specifically incorporated by reference into, and form an integral part of the
accompanying base prospectus, as supplemented by this prospectus supplement
(excluding, unless otherwise provided therein or herein, information furnished
pursuant to Item 2.02 and Item 7.01 of any Current Report on Form 8-K):
|
(a)
|
our Annual Report on Form 10-K for the fiscal year ended
July 31, 2016 that we filed with the SEC on October 14, 2016;
|
|
|
|
|
(b)
|
our Quarterly Report on Form 10-Q for our fiscal quarter
ended October 31, 2016, that we filed with the SEC on December 12,
2016;
|
|
|
|
|
(c)
|
our proxy statement on Schedule 14A that we filed with
the SEC on June 15, 2016;
|
|
|
|
|
(d)
|
our Current Report on Form 8-K filed with the SEC on December 12, 2016;
|
|
|
|
|
(e)
|
our Current Report on Form 8-K filed with the SEC on December 13, 2016; and
|
|
|
|
|
(f)
|
the description of our common stock contained in the
Registration Statement on Form 8-A, as filed with the SEC on December 12,
2005, as updated in the Companys Current Report on Form 8-K, as filed
with the SEC on February 9, 2006, which disclosed the increase in the
Companys authorized share capital to 750,000,000 shares of common
stock.
|
All documents that we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus
supplement but before the end of the offering of the securities made by this
prospectus supplement and the accompanying base prospectus shall be incorporated
by reference in the accompanying base prospectus, as supplemented by this
prospectus supplement, from the date of filing of such documents. Information
that we file later with the SEC and prior to the completion of the offering of
securities made by this prospectus supplement and the accompanying base
prospectus will automatically update information in this prospectus supplement
and the accompanying base prospectus. In all cases, you should rely on the
information we file later with the SEC over different information included in
this prospectus supplement and the accompanying base prospectus.
You may obtain copies of any of these documents by contacting
us at the address and telephone number indicated below or by contacting the SEC
as described under the section entitled Where to Find Additional Information.
You may request a copy of these documents, and any exhibits that have
specifically been incorporated by reference as an exhibit to the registration
statement of which this prospectus supplement forms a part, at no cost, by
writing to or telephoning:
Uranium Energy Corp.
|
Amir Adnani, President and Chief Executive Officer
|
1030 West Georgia Street, Suite 1830
|
Vancouver, British Columbia, Canada, V6E 2Y3
|
Telephone: (604) 682-9775
|
You should rely only on the information provided or
incorporated by reference in this prospectus supplement, the accompanying base
prospectus and any free writing prospectus. You should not assume that the
information in this prospectus supplement, the accompanying base prospectus, any
free writing prospectus or any document incorporated herein or therein, is
accurate as of any date other than the date on the front cover of the applicable
document.
S-4
SUMMARY
The following is a summary of the principal features of the
offering and is not intended to be complete. It should be read together with the
more detailed information and financial data and statements contained elsewhere
in this prospectus supplement, the accompanying base prospectus, any free
writing prospectus filed by us and the documents incorporated by reference
herein and therein, including the sections entitled
Risk
Factors.
The Company
Corporate History
Uranium Energy Corp. was incorporated under the laws of the
State of Nevada on May 16, 2003 under the name Carlin Gold Inc. During 2004,
we changed our business operations and focus from precious metals exploration to
uranium exploration in the United States. On January 24, 2005, we completed a
reverse stock split of our common stock on the basis of one share for each two
outstanding shares and amended our Articles of Incorporation to change our name
to Uranium Energy Corp.. Effective February 28, 2006, we completed a forward
stock split of our common stock on the basis of 1.5 shares for each outstanding
share and amended our Articles of Incorporation to increase our authorized
capital from 75,000,000 shares of common stock with a par value of $0.001 per
share to 750,000,000 shares of common stock with a par value of $0.001 per
share. In June 2007, we changed our fiscal year end from December 31 to July
31.
On December 31, 2007, we incorporated a wholly-owned
subsidiary, UEC Resources Ltd., under the laws of the Province of British
Columbia, Canada. Effective December 18, 2009, we acquired a 100% interest in
the South Texas Mining Venture, L.L.P., a Texas limited liability partnership,
from each of URN Resources Inc., a subsidiary of Uranium One Inc., and Everest
Exploration, Inc.. On September 3, 2010, we incorporated a wholly-owned
subsidiary, UEC Paraguay Corp., under the laws of the State of Nevada. Effective
May 24, 2011, we acquired a 100% in interest in Piedra Rica Mining S.A., a
private company incorporated in Paraguay. Effective September 9, 2011, we
acquired a 100% interest in Concentric Energy Corp., a private company
incorporated in the State of Nevada. Effective March 30, 2012, we acquired a
100% interest in Cue Resources Ltd., a formerly publicly-traded company
incorporated in the Province of British Columbia, Canada. Effective March 4,
2016, we acquired a 100% interest in JDL Resources Inc., a company organized and
existing under the laws of the Cayman Islands, and were granted an option to
acquire a 100% interest in CIC Resources (Paraguay) Inc., a company organized
and existing under the laws of the Cayman Islands.
Our principal offices are located at 500 North Shoreline
Boulevard, Suite 800N, Corpus Christi, Texas 78401 and 1030 West Georgia Street,
Suite 1830, Vancouver, British Columbia, Canada V6E 2Y3.
General
We are engaged in uranium mining and related activities,
including exploration, pre-extraction, extraction and processing, on uranium
projects located in the United States and Paraguay. We utilize in-situ recovery
(ISR) mining where possible which we believe, when compared to conventional
open pit or underground mining, requires lower capital and operating
expenditures with a shorter lead time to extraction and a reduced impact on the
environment. We do not expect, however, to utilize ISR mining for all of our
mineral rights in which case we would expect to rely on conventional open pit
and/or underground mining techniques. We have one uranium mine located in the
State of Texas, the Palangana Mine, which utilizes ISR mining and commenced
extraction of uranium oxide (U
3
O
8
), or yellowcake, in
November 2010. We have one uranium processing facility located in the State of
Texas, the Hobson Processing Facility, which processes material from the
Palangana Mine into drums of U
3
O
8
, our only sales product
and source of revenue, for shipping to a third-party storage and sales facility.
Since commencement of uranium extraction from the Palangana Mine in November
2010 to July 31, 2015, the Hobson Processing Facility has processed 578,000
pounds of U
3
O
8
. At October 31, 2016, we had no uranium
supply or off-take agreements in place.
Our fully-licensed and 100%-owned Hobson Processing Facility
forms the basis for our regional operating strategy in the State of Texas,
specifically the South Texas Uranium Belt where we utilize ISR mining. We
utilize a hub-and-spoke strategy whereby the Hobson Processing Facility acts
as the central processing site (the hub) for our Palangana Mine and future
satellite uranium mining activities, such as our Burke Hollow and Goliad
Projects, located within the South Texas Uranium Belt (the spokes). The Hobson
Processing Facility has a physical capacity to process uranium-loaded resins up to a total of two
million pounds of U
3
O
8
annually and is licensed to process up to one million
pounds of U
3
O
8
annually.
S-5
We hold certain mineral rights in various stages in the States
of Arizona, Colorado, New Mexico and Texas and in the Republic of Paraguay, many
of which are located in historically successful mining areas and have been the
subject of past exploration and pre-extraction activities by other mining
companies. We do not expect, however, to utilize ISR mining for all of our
mineral rights in which case we would expect to rely on conventional open pit
and/or underground mining techniques.
Our operating and strategic framework is based on expanding our
uranium extraction activities, which includes advancing certain uranium projects
with established mineralized materials towards uranium extraction, and
establishing additional mineralized materials on our existing uranium projects
or through acquisition of additional uranium projects.
We may acquire additional mineral rights as opportunities
arise.
In September 2013, we implemented our strategic plan for
reduced operations to align our operations to a weak uranium market in a
challenging post-Fukushima environment. As part of this strategy, we operated
our Palangana Mine at a reduced pace while maintaining Palangana Mine and the
Hobson Facility in a state of operational readiness. This strategy also included
the deferral of major exploration and pre-extraction expenditures and
maintaining the core exploration projects in good standing in anticipation of a
recovery in uranium prices.
S-6
The Offering
The following is a brief summary of certain terms of this
offering and is not intended to be complete. It does not contain all of the
information that will be important to a holder of our securities. For a more
complete description of our securities, see the section entitled Description of
Securities in this prospectus supplement and the relevant portions of
accompanying base prospectus.
Issuer:
|
Uranium Energy Corp.
|
|
|
Offering:
|
17,330,836 Units with each Unit consisting of one share of common
stock and one- half of one common stock purchase warrant.
|
|
|
Offering Price:
|
$1.50 per Unit
|
|
|
Shares of Common Stock
Outstanding
(1)
|
Prior to the offering: 117,870,553 shares of
common stock
|
|
|
|
After the offering: 135,201,389 shares of common stock
|
|
|
Warrants:
|
The Warrants are exercisable at a price of $2.00 per whole share. The Warrants will become exercisable six months from the closing of this Offering and expire on the third anniversary of the closing of this Offering.
|
|
|
Underwriters Fee:
|
We have agreed to pay the Underwriters a cash fee equal to 6% of the aggregate purchase price paid by the Underwriters to us per Unit. In addition, we have agreed to issue to the Underwriters (or their designees) Compensation Warrants to purchase up to a number of shares of common stock equal to 6% of the Shares issued on the closing of the Offering having the same terms as the Warrants. A reduced Underwriters’ Fee of 2% will be payable on the gross proceeds of up to $5,000,000 of the Offering sold to purchasers included on a President’s List. All calculations of the Underwriters’ Fees herein, assumes no sales to the President’s List. See the section entitled “Plan of Distribution” in this prospectus supplement.
|
|
|
Use of Proceeds:
|
The proceeds to us, before expenses, from the sale of the
Units in this Offering are estimated to be approximately $24,336,479 after
deducting the Underwriters fee. We intend to use the net proceeds from
this Offering for general corporate and working capital purposes. See the
section entitled Use of Proceeds in this prospectus supplement.
|
|
|
Risk Factors:
|
Investing in the Units involves risks that are
described in the Risk
Factors section beginning on page S-8 of
this prospectus supplement
and the Risk Factors section beginning
on page 7 of the
accompanying base prospectus and, to the extent
applicable, the Risk
Factors sections of our annual reports on
Form 10-K and our
quarterly reports on Form 10-Q as filed with the
SEC.
|
|
|
Listing Symbol:
|
Our shares of common stock are listed for trading on the
NYSE MKT under the symbol UEC. We do not intend to list the Warrants on any
exchange or trading system.
|
(1)
|
These figures do not include 12,258,000 shares of common stock reserved for issuance pursuant to outstanding stock options, which are exercisable at a weighted average price of $1.35 per share, as at January 12, 2017. To the extent any options are exercised, new options are issued under our equity incentive plans, or we otherwise issue additional shares of common stock or securities exercisable for or convertible into shares of common stock, there will be further dilution to new investors. As of the date of this prospectus supplement, there are 4,630,258 shares of common stock available for issuance under our equity incentive plans.
|
|
|
|
In addition, these figures do not include 12,094,348 shares of common stock reserved for issuance pursuant to outstanding stock purchase warrants, which are exercisable at a weighted average price of $1.51 per share, as at January 12, 2017.
|
|
|
|
These figures also do not include the 8,665,418 Warrant
Shares or the 906,516 Compensation Warrant Shares.
|
S-7
RISK FACTORS
Investing in our securities involves a number of very
significant risks. Prospective investors should carefully consider the following
risks, as well as the other information contained in this prospectus supplement,
the accompanying base prospectus and in the documents incorporated by reference
herein and therein, including the risks described in the base prospectus, our
annual report on Form 10-K and our quarterly reports on Form 10-Q, before
investing in our securities. Any one of these material risks and uncertainties
has the potential to cause actual results, performance, achievements or events
to be materially different from any future results, performance, achievements or
events implied, suggested or expressed by any forward-looking statements made by
us or by persons acting on our behalf. Refer to "Cautionary Note Regarding
Forward-Looking Statements".
There is no assurance that we will be successful in
preventing the material adverse effects that any one or more of the following
material risks and uncertainties may cause on our business, prospects, financial
condition and operating results, which may result in a significant decrease in
the market price of our common stock. Furthermore, there is no assurance that
these material risks and uncertainties represent a complete list of the material
risks and uncertainties facing us. There may be additional risks and
uncertainties of a material nature that, as of the date of this prospectus, we
are unaware of or that we consider immaterial that may become material in the
future, any one or more of which may result in a material adverse effect on us.
You could lose all or a significant portion of your investment due to any of
these risks and uncertainties.
Risks Related to Our Company and Business
Evaluating our future performance may be difficult since
we have a limited financial and operating history, with significant negative
cash flow and accumulated deficit to date. Furthermore, there is no assurance
that we will be successful in securing any form of additional financing in the
future; therefore substantial doubt exists as to whether our cash resources
and/or working capital will be sufficient to enable the Company to continue its
operations over the next twelve months. Our long-term success will depend
ultimately on our ability to achieve and maintain profitability and to develop
positive cash flow from our mining activities.
Uranium Energy Corp. was incorporated under the laws of the
State of Nevada on May 16, 2003 and since 2004, we have been engaged in uranium
mining and related activities, including exploration, pre-extraction, extraction
and processing, on projects located in the United States and Paraguay. In
November 2010, we commenced uranium extraction for the first time at our
Palangana Mine utilizing ISR and processed those materials at our Hobson
Processing Facility into drums of U
3
O
8
, our only sales
product and source of revenue. We also hold uranium projects in various stages
of exploration and pre-extraction in the States of Arizona, Colorado, New Mexico
and Texas and the Republic of Paraguay.
We have a history of significant negative cash flow and net
losses, with an accumulated deficit balance of $213.6 million at October 31,
2016. Historically, we have been reliant primarily on equity financings from the
sale of our common stock and, for the year ended July 31, 2014 (Fiscal 2014)
and Fiscal 2013, on debt financing in order to fund our operations. Although we
generated revenues from sales of U
3
O
8
during Fiscal 2015,
Fiscal 2013 and Fiscal2012 of $3.1 million, $9.0 million and $13.8 million,
respectively, with no revenues from sales of U
3
O
8
generated during the three months ended October 31, 2016, Fiscal 2016,
Fiscal 2014 or for any periods prior to Fiscal 2012, we have yet to achieve
profitability or develop positive cash flow from our operations, and we do not
expect to achieve profitability or develop positive cash flow from operations in
the near term. As a result of our limited financial and operating history,
including our significant negative cash flow and net losses to date, it may be
difficult to evaluate our future performance.
At October 31, 2016, we had a working capital of $3.6 million
including cash and cash equivalents of $4.3 million. As the Company does not
expect to achieve and maintain profitability in the near term, the continuation
of the Company as a going concern is dependent upon our ability to obtain
adequate additional financing which we have successfully secured since
inception, including those from asset divestitures. However, there is no
assurance that we will be successful in securing any form of additional
financing in the future and therefore, substantial doubt exists as to whether
our cash resources and/or working capital will be sufficient to enable the
Company to continue its operations over the next twelve months.
Our reliance on equity and debt financings is expected to
continue for the foreseeable future, and their availability whenever such
additional financing is required, will be dependent on many factors beyond our
control including, but not limited to, the market price of uranium, the continuing
public support of nuclear power as a viable source of electrical generation, the
volatility in the global financial markets affecting our stock price and the
status of the worldwide economy, any one of which may cause significant
challenges in our ability to access additional financing, including access to
the equity and credit markets. We may also be required to seek other forms of
financing, such as asset divestitures or joint venture arrangements to continue
advancing our uranium projects which would depend entirely on finding a suitable
third party willing to enter into such an arrangement, typically involving an
assignment of a percentage interest in a mineral project.
S-8
Our long-term success, including the recoverability of the
carrying values of our assets and our ability to acquire additional uranium
projects and continue with exploration and pre-extraction activities and mining
activities on our existing uranium projects, will depend ultimately on our
ability to achieve and maintain profitability and positive cash flow from our
operations by establishing ore bodies that contain commercially recoverable
uranium and to develop these into profitable mining activities. The economic
viability of our mining activities, including the expected duration and
profitability of our Palangana Mine and of any future satellite ISR mines, such
as our Burke Hollow and Goliad Projects, located within the South Texas Uranium
Belt, has many risks and uncertainties. These include, but are not limited to:
(i) a significant, prolonged decrease in the market price of uranium; (ii)
difficulty in marketing and/or selling uranium concentrates; (iii) significantly
higher than expected capital costs to construct the mine and/or processing
plant; (iv) significantly higher than expected extraction costs; (v)
significantly lower than expected uranium extraction; (vi) significant delays,
reductions or stoppages of uranium extraction activities; and (vii) the
introduction of significantly more stringent regulatory laws and regulations.
Our mining activities may change as a result of any one or more of these risks
and uncertainties and there is no assurance that any ore body that we extract
mineralized materials from will result in achieving and maintaining
profitability and developing positive cash flow.
Our operations are capital intensive, and we will require
significant additional financing to acquire additional uranium projects and
continue with our exploration and pre-extraction activities on our existing
uranium projects.
Our operations are capital intensive and future capital
expenditures are expected to be substantial. We will require significant
additional financing to fund our operations, including acquiring additional
uranium projects and continuing with our exploration and pre-extraction
activities which include assaying, drilling, geological and geochemical analysis
and mine construction costs. In the absence of such additional financing we
would not be able to fund our operations or continue with our exploration and
pre-extraction activities, which may result in delays, curtailment or
abandonment of any one or all of our uranium projects.
If we are unable to service our indebtedness, we may be
faced with accelerated repayments or lose the assets securing our indebtedness.
Furthermore, restrictive covenants governing our indebtedness may restrict our
ability to pursue our business strategies.
On February 9, 2016, we entered into the Second Amended and
Restated Credit Agreement with our Lenders under which we had previously drawn
down the maximum $20 million in principal. The Credit Facility requires monthly
interest payments calculated at 8% per annum and other periodic fees, and
principal repayments of $1.67 million per month over a twelve-month period
commencing on February 1, 2019. Our ability to continue making these scheduled
payments will be dependent on and may change as a result of our financial
condition and operating results. Failure to make any one of these scheduled
payments will put us in default with the Credit Facility which, if not addressed
or waived, could require accelerated repayment of our indebtedness and/or
enforcement by the Lenders against the Companys assets. Enforcement against our
assets would have a material adverse effect on our financial condition and
operating results.
Furthermore, the Credit Facility includes restrictive covenants
that, among other things, limit our ability to sell our assets or to incur
additional indebtedness other than permitted indebtedness, which may restrict
our ability to pursue certain business strategies from time to time. If we do
not comply with these restrictive covenants, we could be in default which, if
not addressed or waived, could require accelerated repayment of our indebtedness
and/or enforcement by the Lenders against our assets.
Our uranium extraction and sales history is limited, with
our uranium extraction to date originating from a single uranium mine. Our
ability to continue generating revenue is subject to a number of factors, any
one or more of which may adversely affect our financial condition and operating
results
.
S-9
We have a limited history of uranium extraction and generating
revenue. In November 2010, we commenced uranium extraction at a single uranium
mine, our Palangana Mine, which has been our sole source for the
U
3
O
8
sold to generate our revenues from sales of U
3
O
8
during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million
and $13.8 million, respectively, with no revenues from sales of
U
3
O
8
generated during the three months ended October 31,
2016, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012.
In September 2013, we implemented our strategic plan to operate
our Palangana Mine at a reduced pace to align our operations to a weak uranium
commodity market in a challenging post-Fukushima environment. This strategy has
included the deferral of major pre-extraction expenditures and remaining in a
state of operational readiness in anticipation of a recovery in uranium prices.
Our ability to continue generating revenue from the Palangana Mine is subject to
a number of factors which include, but are not limited to: (i) a significant,
prolonged decrease in the market price of uranium; (ii) difficulty in marketing
and/or selling uranium concentrates; (iii) significantly higher than expected
capital costs to construct the mine and/or processing plant; (iv) significantly
higher than expected extraction costs; (v) significantly lower than expected
uranium extraction; (vi) significant delays, reductions or stoppages of uranium
extraction activities; and (vii) the introduction of significantly more
stringent regulatory laws and regulations. Furthermore, continued mining
activities at the Palangana Mine will eventually deplete the Palangana Mine or
cause such activities to become uneconomical, and if we are unable to directly
acquire or develop existing uranium projects, such as our Burke Hollow and
Goliad Projects, into additional uranium mines from which we can commence
uranium extraction, it will negatively impact our ability to generate revenues.
Any one or more of these occurrences may adversely affect our financial
condition and operating results.
Uranium exploration and pre-extraction programs and
mining activities are inherently subject to numerous significant risks and
uncertainties, and actual results may differ significantly from expectations or
anticipated amounts. Furthermore, exploration programs conducted on our uranium
projects may not result in the establishment of ore bodies that contain
commercially recoverable uranium.
Uranium exploration and pre-extraction programs and mining
activities are inherently subject to numerous significant risks and
uncertainties, with many beyond our control and including, but not limited to:
(i) unanticipated ground and water conditions and adverse claims to water
rights; (ii) unusual or unexpected geological formations; (iii) metallurgical
and other processing problems; (iv) the occurrence of unusual weather or
operating conditions and other force majeure events; (v) lower than expected ore
grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to
receive necessary government permits; (viii) delays in transportation; (ix)
availability of contractors and labor; (x) government permit restrictions and
regulation restrictions; (xi) unavailability of materials and equipment; and
(xii) the failure of equipment or processes to operate in accordance with
specifications or expectations. These risks and uncertainties could result in:
(i) delays, reductions or stoppages in our mining activities; (ii) increased
capital and/or extraction costs; (iii) damage to, or destruction of, our mineral
projects, extraction facilities or other properties; (iv) personal injuries; (v)
environmental damage; (vi) monetary losses; and (vii) legal claims.
Success in uranium exploration is dependent on many factors,
including, without limitation, the experience and capabilities of a companys
management, the availability of geological expertise and the availability of
sufficient funds to conduct the exploration program. Even if an exploration
program is successful and commercially recoverable uranium is established, it
may take a number of years from the initial phases of drilling and
identification of the mineralization until extraction is possible, during which
time the economic feasibility of extraction may change such that the uranium
ceases to be economically recoverable. Uranium exploration is frequently
non-productive due, for example, to poor exploration results or the inability to
establish ore bodies that contain commercially recoverable uranium, in which
case the uranium project may be abandoned and written-off. Furthermore, we will
not be able to benefit from our exploration efforts and recover the expenditures
that we incur on our exploration programs if we do not establish ore bodies that
contain commercially recoverable uranium and develop these uranium projects into
profitable mining activities, and there is no assurance that we will be
successful in doing so for any of our uranium projects.
Whether an ore body contains commercially recoverable uranium
depends on many factors including, without limitation: (i) the particular
attributes, including material changes to those attributes, of the ore body such
as size, grade, recovery rates and proximity to infrastructure; (ii) the market
price of uranium, which may be volatile; and (iii) government regulations and
regulatory requirements including, without limitation, those relating to
environmental protection, permitting and land use, taxes, land tenure and
transportation.
We have not established proven or probable reserves
through the completion of a final or bankable feasibility study for any of
our uranium projects, including our Palangana Mine. Furthermore, we have no
plans
to establish proven or probable reserves for any of our
uranium projects for which we plan on utilizing in-situ recovery (ISR) mining,
such as the Palangana Mine. Since we commenced extraction of mineralized
materials from the Palangana Mine without having established proven or probable
reserves, it may result in our mining activities at the Palangana Mine, and at
any future uranium projects for which proven or probable reserves are not
established, being inherently riskier than other mining activities for which
proven and probable reserves have been established.
S-10
We have established the existence of mineralized materials for
certain uranium projects, including our Palangana Mine. We have not established
proven or probable reserves, as defined by the SEC under Industry Guide 7,
through the completion of a final or bankable feasibility study for any of
our uranium projects, including the Palangana Mine. Furthermore, we have no
plans to establish proven or probable reserves for any of our uranium projects
for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we
commenced uranium extraction at the Palangana Mine without having established
proven or probable reserves, there may be greater inherent uncertainty as to
whether or not any mineralized material can be economically extracted as
originally planned and anticipated. Any mineralized materials established or
extracted from the Palangana Mine should not in any way be associated with
having established or produced from proven or probable reserves.
Since we are in the Exploration Stage, pre-production
expenditures including those related to pre-extraction activities are expensed
as incurred, the effects of which may result in our consolidated financial
statements not being directly comparable to the financial statements of
companies in the Production Stage.
Despite the fact that we commenced uranium extraction at our
Palangana Mine in November 2010, we remain in the Exploration Stage as defined
under Industry Guide 7, and will continue to remain in the Exploration Stage
until such time proven or probable reserves have been established, which may
never occur. We prepare our consolidated financial statements in accordance with
U.S. GAAP under which acquisition costs of mineral rights are initially
capitalized as incurred while pre-production expenditures are expensed as
incurred until such time we exit the Exploration Stage. Expenditures relating to
exploration activities are expensed as incurred and expenditures relating to
pre-extraction activities are expensed as incurred until such time proven or
probable reserves are established for that uranium project, after which
subsequent expenditures relating to mine development activities for that
particular project are capitalized as incurred.
We have neither established nor have any plans to establish
proven or probable reserves for our uranium projects for which we plan on
utilizing ISR mining, such as at our Palangana Mine. Companies in the Production
Stage as defined by the SEC under Industry Guide 7, having established proven
and probable reserves and exited the Exploration Stage, typically capitalize
expenditures relating to ongoing development activities, with corresponding
depletion calculated over proven and probable reserves using the
units-of-production method and allocated to future reporting periods to
inventory and, as that inventory is sold, to cost of goods sold. As we are in
the Exploration Stage, it has resulted in us reporting larger losses than if we
had been in the Production Stage due to the expensing, instead of
capitalization, of expenditures relating to ongoing mill and mine pre-extraction
activities. Additionally, there would be no corresponding amortization allocated
to our future reporting periods since those costs would have been expensed
previously, resulting in both lower inventory costs and cost of goods sold and
results of operations with higher gross profits and lower losses than if we had
been in the Production Stage. Any capitalized costs, such as acquisition costs
of mineral rights, are depleted over the estimated extraction life using the
straight-line method. As a result, our consolidated financial statements may not
be directly comparable to the financial statements of companies in the
Production Stage.
Estimated costs of future reclamation obligations may be
significantly exceeded by actual costs incurred in the future. Furthermore, only
a portion of the financial assurance required for the future reclamation
obligations has been funded.
We are responsible for certain remediation and decommissioning
activities in the future primarily for our Hobson Processing Facility and our
Palangana Mine, and have recorded a liability of $3.8 million on our balance
sheet at October 31, 2016, to recognize the present value of the estimated costs
of such reclamation obligations. Should the actual costs to fulfill these future
reclamation obligations materially exceed these estimated costs, it may have an
adverse effect on our financial condition and operating results, including not
having the financial resources required to fulfill such obligations when
required to do so.
During Fiscal 2015, we secured $5.6 million of surety bonds as
an alternate source of financial assurance for the estimated costs of the
reclamation obligations of our Hobson Processing Facility and our Palangana
Mine, of which we have $1.7 million funded and held as restricted cash for
collateral purposes as required by the surety. We may be required at any time to
fund the remaining $3.9 million or any portion thereof for a number of reasons
including, but not limited to, the following: (i) the terms of the surety bonds
are amended, such as an increase in collateral requirements; (ii) we are in
default with the terms of the surety bonds; (iii) the surety bonds are no longer
acceptable as an alternate source of financial assurance by the regulatory
authorities; or (iv) the surety encounters financial difficulties. Should any
one or more of these events occur in the future, we may not have the financial
resources to fund the remaining amount or any portion thereof when required to
do so.
S-11
We do not insure against all of the risks we face in our
operations.
In general, where coverage is available and not prohibitively
expensive relative to the perceived risk, we will maintain insurance against
such risk, subject to exclusions and limitations. We currently maintain
insurance against certain risks including securities and general commercial
liability claims and certain physical assets used in our operations, subject to
exclusions and limitations, however, we do not maintain insurance to cover all
of the potential risks and hazards associated with our operations. We may be
subject to liability for environmental, pollution or other hazards associated
with our exploration, pre-extraction and extraction activities, which we may not
be insured against, which may exceed the limits of our insurance coverage or
which we may elect not to insure against because of high premiums or other
reasons. Furthermore, we cannot provide assurance that any insurance coverage we
currently have will continue to be available at reasonable premiums or that such
insurance will adequately cover any resulting liability.
Acquisitions that we may make from time to time could
have an adverse impact on us.
From time to time, we examine opportunities to acquire
additional mining assets and businesses. Any acquisition that we may choose to
complete may be of a significant size, may change the scale of our business and
operations, and may expose us to new geographic, political, operating, financial
and geological risks. Our success in our acquisition activities depends on our
ability to identify suitable acquisition candidates, negotiate acceptable terms
for any such acquisition, and integrate the acquired operations successfully
with those of our Company. Any acquisitions would be accompanied by risks which
could have a material adverse effect on our business. For example: (i) there may
be a significant change in commodity prices after we have committed to complete
the transaction and established the purchase price or exchange ratio; (ii) a
material ore body may prove to be below expectations; (iii) we may have
difficulty integrating and assimilating the operations and personnel of any
acquired companies, realizing anticipated synergies and maximizing the financial
and strategic position of the combined enterprise, and maintaining uniform
standards, policies and controls across the organization; (iv) the integration
of the acquired business or assets may disrupt our ongoing business and our
relationships with employees, customers, suppliers and contractors; and (v) the
acquired business or assets may have unknown liabilities which may be
significant. In the event that we choose to raise debt capital to finance any
such acquisition, our leverage will be increased. If we choose to use equity as
consideration for such acquisition, existing shareholders may suffer dilution.
Alternatively, we may choose to finance any such acquisition with our existing
resources. There can be no assurance that we would be successful in overcoming
these risks or any other problems encountered in connection with such
acquisitions.
The uranium industry is subject to numerous stringent
laws, regulations and standards, including environmental protection laws and
regulations. If any changes occur that would make these laws, regulations and
standards more stringent, it may require capital outlays in excess of those
anticipated or cause substantial delays, which would have a material adverse
effect on our operations.
Uranium exploration and pre-extraction programs and mining
activities are subject to numerous stringent laws, regulations and standards at
the federal, state, and local levels governing permitting, pre-extraction,
extraction, exports, taxes, labor standards, occupational health, waste
disposal, protection and reclamation of the environment, protection of
endangered and protected species, mine safety, hazardous substances and other
matters. Our compliance with these requirements requires significant financial
and personnel resources.
The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States or any other applicable jurisdiction, may change or be applied or
interpreted in a manner which may also have a material adverse effect on our
operations. The actions, policies or regulations, or changes thereto, of any
government body or regulatory agency or special interest group, may also have a
material adverse effect on our operations.
S-12
Uranium exploration and pre-extraction programs and mining
activities are subject to stringent environmental protection laws and
regulations at the federal, state, and local levels. These laws and regulations
include permitting and reclamation requirements, regulate emissions, water
storage and discharges and disposal of hazardous wastes. Uranium mining
activities are also subject to laws and regulations which seek to maintain
health and safety standards by regulating the design and use of mining methods.
Various permits from governmental and regulatory bodies are required for mining
to commence or continue, and no assurance can be provided that required permits
will be received in a timely manner.
Our compliance costs including the posting of surety bonds
associated with environmental protection laws and regulations and health and
safety standards have been significant to date, and are expected to increase in
scale and scope as we expand our operations in the future. Furthermore,
environmental protection laws and regulations may become more stringent in the
future, and compliance with such changes may require capital outlays in excess
of those anticipated or cause substantial delays, which would have a material
adverse effect on our operations.
To the best of our knowledge, our operations are in compliance,
in all material respects, with all applicable laws, regulations and standards.
If we become subject to liability for any violations, we may not be able or may
elect not to insure against such risk due to high insurance premiums or other
reasons. Where coverage is available and not prohibitively expensive relative to
the perceived risk, we will maintain insurance against such risk, subject to
exclusions and limitations. However, we cannot provide any assurance that such
insurance will continue to be available at reasonable premiums or that such
insurance will be adequate to cover any resulting liability.
We may not be able to obtain, maintain or amend
rights, authorizations, licenses, permits or consents required for our
operations.
Our exploration and mining activities are dependent upon the
grant of appropriate rights, authorizations, licences, permits and consents, as
well as continuation and amendment of these rights, authorizations, licences,
permits and consents already granted, which may be granted for a defined period
of time, or may not be granted or may be withdrawn or made subject to
limitations. There can be no assurance that all necessary rights,
authorizations, licences, permits and consents will be granted to us, or that
authorizations, licences, permits and consents already granted will not be
withdrawn or made subject to limitations.
Major nuclear incidents may have adverse effects on the
nuclear and uranium industries.
The nuclear incident that occurred in Japan in March 2011 had
significant and adverse effects on both the nuclear and uranium industries. If
another nuclear incident were to occur, it may have further adverse effects for
both industries. Public opinion of nuclear power as a source of electrical
generation may be adversely affected, which may cause governments of certain
countries to further increase regulation for the nuclear industry, reduce or
abandon current reliance on nuclear power or reduce or abandon existing plans
for nuclear power expansion. Any one of these occurrences has the potential to
reduce current and/or future demand for nuclear power, resulting in lower demand
for uranium and lower market prices for uranium, adversely affecting the
Companys operations and prospects. Furthermore, the growth of the nuclear and
uranium industries is dependent on continuing and growing public support of
nuclear power as a viable source of electrical generation.
The marketability of uranium concentrates will be
affected by numerous factors beyond our control which may result in our
inability to receive an adequate return on our invested capital.
The marketability of uranium concentrates extracted by us will
be affected by numerous factors beyond our control. These factors include
macroeconomic factors, fluctuations in the market price of uranium, governmental
regulations, land tenure and use, regulations concerning the importing and
exporting of uranium and environmental protection regulations. The future
effects of these factors cannot be accurately predicted, but any one or a
combination of these factors may result in our inability to receive an adequate
return on our invested capital.
S-13
The uranium industry is highly competitive and we may not
be successful in acquiring additional projects.
The uranium industry is highly competitive, and our competition
includes larger, more established companies with longer operating histories that
not only explore for and produce uranium, but also market uranium and other
products on a regional, national or worldwide basis. Due to their greater
financial and technical resources, we may not be able to acquire additional
uranium projects in a competitive bidding process involving such companies.
Additionally, these larger companies have greater resources to continue with
their operations during periods of depressed market conditions.
We hold mineral rights in foreign jurisdictions which
could be subject to additional risks due to political, taxation, economic and
cultural factors.
We hold certain mineral rights located in Paraguay through the
acquisition of Piedra Rica Mining S.A., Transandes Paraguay S.A. and Trier S.A.,
which are incorporated in Paraguay. Operations in foreign jurisdictions outside
of the United States and Canada, especially in developing countries, may be
subject to additional risks as they may have different political, regulatory,
taxation, economic and cultural environments that may adversely affect the value
or continued viability of our rights. These additional risks include, but are
not limited to: (i) changes in governments or senior government officials; (ii)
changes to existing laws or policies on foreign investments, environmental
protection, mining and ownership of mineral interests; (iii) renegotiation,
cancellation, expropriation and nationalization of existing permits or
contracts; (iv) foreign currency controls and fluctuations; and (v) civil
disturbances, terrorism and war.
In the event of a dispute arising at our foreign operations in
Paraguay, we may be subject to the exclusive jurisdiction of foreign courts or
may not be successful in subjecting foreign persons to the jurisdiction of the
courts in the United States or Canada. We may also be hindered or prevented from
enforcing our rights with respect to a government entity or instrumentality
because of the doctrine of sovereign immunity. Any adverse or arbitrary decision
of a foreign court may have a material and adverse impact on our business,
prospects, financial condition and results of operations.
The title to our mineral property interests may be
challenged.
Although we have taken reasonable measures to ensure proper
title to our interests in mineral properties and other assets, there is no
guarantee that the title to any of such interests will not be challenged. No
assurance can be given that we will be able to secure the grant or the renewal
of existing mineral rights and tenures on terms satisfactory to us, or that
governments in the jurisdictions in which we operate will not revoke or
significantly alter such rights or tenures or that such rights or tenures will
not be challenged or impugned by third parties, including local governments,
aboriginal peoples or other claimants. Our mineral properties may be subject to
prior unregistered agreements, transfers or claims, and title may be affected
by, among other things, undetected defects. A successful challenge to the
precise area and location of our claims could result in us being unable to
operate on our properties as permitted or being unable to enforce our rights
with respect to our properties.
Due to the nature of our business, we may be subject to
legal proceedings which may divert managements time and attention from our
business and result in substantial damage awards.
Due to the nature of our business, we may be subject to
numerous regulatory investigations, securities claims, civil claims, lawsuits
and other proceedings in the ordinary course of our business including those
described in our annual report on Form 10-K and our quarterly reports on Form
10-Q. The outcome of these lawsuits is uncertain and subject to inherent
uncertainties, and the actual costs to be incurred will depend upon many unknown
factors. We may be forced to expend significant resources in the defense of
these suits, and we may not prevail. Defending against these and other lawsuits
in the future may not only require us to incur significant legal fees and
expenses, but may become time-consuming for us and detract from our ability to
fully focus our internal resources on our business activities. The results of
any legal proceeding cannot be predicted with certainty due to the uncertainty
inherent in litigation, the difficulty of predicting decisions of regulators,
judges and juries and the possibility that decisions may be reversed on appeal.
There can be no assurances that these matters will not have a material adverse
effect on our business, financial position or operating results.
S-14
We depend on certain key personnel, and our success will
depend on our continued ability to retain and attract such qualified
personnel.
Our success is dependent on the efforts, abilities and
continued service of certain senior officers and key employees and consultants.
A number of our key employees and consultants have significant experience in the
uranium industry. A loss of service from any one of these individuals may
adversely affect our operations, and we may have difficulty or may not be able
to locate and hire a suitable replacement.
Certain directors and officers may be subject to
conflicts of interest.
The majority of our directors and officers are involved in
other business ventures including similar capacities with other private or
publicly-traded companies. Such individuals may have significant
responsibilities to these other business ventures, including consulting
relationships, which may require significant amounts of their available time.
Conflicts of interest may include decisions on how much time to devote to our
business affairs and what business opportunities should be presented to us. Our
Code of Business Conduct for Directors, Officers and Employees provides for
guidance on conflicts of interest.
The laws of the State of Nevada and our Articles of
Incorporation may protect our directors and officers from certain types of
lawsuits.
The laws of the State of Nevada provide that our directors and
officers will not be liable to the Company or its stockholders for monetary
damages for all but certain types of conduct as directors and officers of the
Company. Our Bylaws provide for broad indemnification powers to all persons
against all damages incurred in connection with our business to the fullest
extent provided or allowed by law. These indemnification provisions may require
us to use our limited assets to defend our directors and officers against
claims, and may have the effect of preventing stockholders from recovering
damages against our directors and officers caused by their negligence, poor
judgment or other circumstances.
Several of our directors and officers are residents
outside of the U.S., and it may be difficult for stockholders to enforce within
the U.S. any judgments obtained against such directors or officers.
Several of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside of the United States. As a
result, it may be difficult for investors to effect service of process on such
directors and officers, or enforce within the United States any judgments
obtained against such directors and officers, including judgments predicated
upon the civil liability provisions of the securities laws of the United States
or any state thereof. Consequently, stockholders may be effectively prevented
from pursuing remedies against such directors and officers under United States
federal securities laws. In addition, stockholders may not be able to commence
an action in a Canadian court predicated upon the civil liability provisions
under United States federal securities laws. The foregoing risks also apply to
those experts identified in this document that are not residents of the United
States.
Disclosure controls and procedures and internal control
over financial reporting, no matter how well designed and operated, are designed
to obtain reasonable, and not absolute, assurance as to its reliability and
effectiveness.
Managements evaluation on the effectiveness of disclosure
controls and procedures is designed to ensure that information required for
disclosure in our public filings is recorded, processed, summarized and reported
on a timely basis to our senior management, as appropriate, to allow timely
decisions regarding required disclosure. Managements report on internal control
over financial reporting is designed to provide reasonable assurance that
transactions are properly authorized, assets are safeguarded against
unauthorized or improper use and transactions are properly recorded and
reported. However, any system of controls, no matter how well designed and
operated, is based in part upon certain assumptions designed to obtain
reasonable, and not absolute, assurance as to its reliability and effectiveness.
Any failure to maintain effective disclosure controls and procedures in the
future may result in our inability to continue meeting our reporting obligations
in a timely manner, qualified audit opinions or restatements of our financial
reports, any one of which may affect the market price for our common stock and
our ability to access the capital markets.
S-15
Risks Related to Our Common Stock
Historically, the market price of our common stock has
been and may continue to fluctuate significantly.
On September 28, 2007, our common stock commenced trading on
the NYSE MKT (formerly known as the American Stock Exchange and the NYSE Amex
Equities Exchange) and prior to that, traded on the OTC Bulletin Board.
The global markets have experienced significant and increased
volatility in the past, and have been impacted by the effects of mass sub-prime
mortgage defaults and liquidity problems of the asset-backed commercial paper
market, resulting in a number of large financial institutions requiring
government bailouts or filing for bankruptcy. The effects of these past events
and any similar events in the future may continue to or further affect the
global markets, which may directly affect the market price of our common stock
and our accessibility for additional financing. Although this volatility may be
unrelated to specific company performance, it can have an adverse effect on the
market price of our shares which, historically, has fluctuated significantly and
may continue to do so in the future.
In addition to the volatility associated with general economic
trends and market conditions, the market price of our common stock could decline
significantly due to the impact of any one or more events, including, but not
limited to, the following: (i) volatility in the uranium market; (ii) occurrence
of a major nuclear incident such as the events in Fukushima in March 2011; (iii)
changes in the outlook for the nuclear power and uranium industries; (iv)
failure to meet market expectations on our exploration, pre-extraction or
extraction activities, including abandonment of key uranium projects; (v) sales
of a large number of our shares held by certain stockholders including
institutions and insiders; (vi) downward revisions to previous estimates on us
by analysts; (vii) removal from market indices; (viii) legal claims brought
forth against us; and (ix) introduction of technological innovations by
competitors or in competing technologies.
A prolonged decline in the market price of our common
stock could affect our ability to obtain additional financing which would
adversely affect our operations.
Historically, we have relied on equity financing and more
recently, on debt financing, as primary sources of financing. A prolonged
decline in the market price of our common stock or a reduction in our
accessibility to the global markets may result in our inability to secure
additional financing which would have an adverse effect on our operations.
Additional issuances of our common stock may result in
significant dilution to our existing shareholders and reduce the market value of
their investment.
We are authorized to issue 750,000,000 shares of common stock
of which 117,870,553 shares were issued and outstanding as of January 12, 2017.
Future issuances for financings, mergers and acquisitions, exercise of stock
options and share purchase warrants and for other reasons may result in
significant dilution to and be issued at prices substantially below the price
paid for our shares held by our existing stockholders. Significant dilution
would reduce the proportionate ownership and voting power held by our existing
stockholders, and may result in a decrease in the market price of our shares.
We filed a Form S-3 shelf registration statement, which was
declared effective on January 10, 2014 (the 2014 Shelf). The 2014 Shelf
provides for the public offer and sale of certain securities of the Company from
time to time, at our discretion, up to an aggregate offering amount of $100
million, of which a total of $35.1 million has been utilized through public
offerings to date. We have also filed a Form S-3 shelf registration statement
(the 2017 Shelf), which when declared effective by the SEC, will replace the
2014 Shelf and the 2014 Shelf will be deemed terminated. When the 2017 Shelf is
declared effective by the SEC, it will provide for the public offer and sale of
certain securities of the Company from time to time, at our discretion, up to an
aggregate offering amount of $100 million.
We are subject to the continued listing criteria of the
NYSE MKT and our failure to satisfy these criteria may result in delisting of
our common stock
.
Our common stock is currently listed on the NYSE MKT. In order
to maintain this listing, we must maintain certain share prices, financial and
share distribution targets, including maintaining a minimum amount of
shareholders equity and a minimum number of public shareholders. In addition to
these objective standards, the NYSE MKT may delist the securities of any issuer (i) if, in its opinion,
the issuers financial condition and/or operating results appear unsatisfactory;
(ii) if it appears that the extent of public distribution or the aggregate
market value of the security has become so reduced as to make continued listing
on the NYSE MKT inadvisable; (iii) if the issuer sells or disposes of principal
operating assets or ceases to be an operating company; (iv) if an issuer fails
to comply with the NYSE MKTs listing requirements; (v) if an issuers common
stock sells at what the NYSE MKT considers a low selling price and the issuer
fails to correct this via a reverse split of shares after notification by the
NYSE MKT; or (vi) if any other event occurs or any condition exists which makes
continued listing on the NYSE MKT, in its opinion, inadvisable.
S-16
If the NYSE MKT delists our common stock, investors may face
material adverse consequences, including, but not limited to, a lack of trading
market for our securities, reduced liquidity, decreased analyst coverage of our
securities, and an inability for us to obtain additional financing to fund our
operations.
Risks Related to the Warrants
There is no public market for the Warrants being offered
in this offering.
There is no established public trading market for the Warrants
being offered in this offering, and we do not expect a market to develop. In
addition, we do not intend to apply for listing of the Warrants on any
securities exchange or
other quotation service. Without an active market, the liquidity of the Warrants
will be limited.
Holders of our Warrants will have no rights as a common
stockholder until such holders exercise their Warrants and acquire Warrant
Shares.
Until you acquire Warrant Shares upon exercise of your
Warrants, you will have no rights with respect to the Warrant Shares. Upon
exercise of your Warrants, you will be entitled to exercise the rights of a
common stockholder only as to matters for which the record date occurs after the
exercise date.
USE OF PROCEEDS
The proceeds to us, before expenses, from the sale of the Units
in this Offering are estimated to be approximately $24,436,479. We estimate the total
expenses of this Offering which will be payable by us, excluding the
Underwriters fees, will be approximately $100,000. After deducting the fees due to
the Underwriters, and our estimated Offering expenses, we expect the net
proceeds from this Offering to be approximately $24,336,479. We intend to use the net
proceeds from this offering for general corporate and working capital purposes.
Until such time as the net proceeds of the Offering are used as
described above, we intend to invest the net proceeds primarily in short-term
bank guaranteed deposits or other substantially similar secure deposits.
DESCRIPTION OF SECURITIES
In this Offering, we are offering 17,330,836 Units. Each Unit consists
of one Share and one-half of one Warrant. Each whole Warrant entitles the holder
to purchase one Warrant Share an exercise price of $2.00, and is exercisable
starting six (6) months from the date of issuance until any time prior to 5:00
pm (Vancouver time) on the date that is three years from the date of issuance.
Each Unit will be sold to the Underwriters in this Offering at a negotiated
price of $1.50 per Unit. The Shares and Warrants will be issued separately but can
only be purchased together in this Offering. This prospectus supplement also
relates to the offering of Compensation Warrants to purchase up to a number of
shares of common stock equal to 6% of the Shares issued on the closing of the
Offering having the same terms as the Warrants. This prospectus supplement also
relates to and qualifies the offering of Warrant Shares upon the exercise, if any, of the
Warrants issued in this offering as well as the offering of Compensation
Warrant Shares upon the exercise, if any, of the Compensation Warrants.
The material terms and provisions of our common stock are
described under the caption Description of Common Shares starting on page 18
of the accompanying base prospectus.
Warrants
The material terms and provisions of the Warrants to purchase
8,665,418
shares of common stock, as well as the Compensation Warrants to purchase up to a
number of shares of common stock equal to 6% of the Shares issued on the closing of the Offering, being offered pursuant to this
prospectus supplement and the accompanying base prospectus are summarized below.
This summary is subject to and qualified in its entirety by the form of warrant,
which will be filed on a Current Report on Form 8-K in connection with this
offering.
S-17
General Terms of the Warrants
The Warrants to be issued in this Offering represent the rights
to purchase up to 8,665,418 Warrant Shares at an initial exercise price of $2.00 per share.
Each Warrant may be exercised starting six (6) months from the date of issuance
(which is currently anticipated to be January 20, 2017) until any time prior to
5:00 pm (Vancouver time) on the date that is three years from the date of
issuance (which is currently anticipated to be January 20, 2020). The
Compensation Warrants represent the right to purchase up to a number of shares
of common stock equal to 6% of the Shares issued on the closing of the Offering.
The Compensation Warrants have the same terms as the Warrants. For purposes of
the discussion below in this section Description of Securities, the terms
Warrants and Warrant Shares should be read to include the Compensation
Warrants and Compensation Warrant Shares.
Exercise
Holders of the Warrants may exercise their Warrants to purchase
Warrant Shares starting six (6) months from the date of issuance until any time
prior to 5:00 pm (Vancouver time) on the date that is three years from the date
of issuance by delivering (i) notice of exercise, appropriately completed and
duly signed, and (ii) if such holder is not utilizing the cashless exercise
provisions with respect to the Warrants, payment of the exercise price for the
number of Warrant Shares with respect to which the Warrant is being exercised.
Warrants may be exercised in whole or in part, but only for full shares of
common stock.
The Warrant holders are entitled to a cashless exercise
option if, at any time of exercise, there is no effective registration statement
registering, or no current prospectus available for, the issuance or resale of
the Warrant Shares. This option entitles the Warrant holders to elect to receive
fewer shares of common stock without paying the cash exercise price. The number
of shares to be issued would be determined by a formula based on the total
number of shares with respect to which the Warrant is being exercised, the
volume weighted average of the prices per share of our common stock on the
trading date immediately prior to the date of exercise and the applicable
exercise price of the Warrants issued in this offering.
The Warrant Shares will be, when issued and paid for in
accordance with the warrants, duly and validly authorized, issued and fully paid
and non-assessable. We will authorize and reserve at least that number of
Warrant Shares equal to the number of Warrant Shares issuable upon exercise of
all outstanding Warrants.
Delivery of Warrant Shares
Upon the holders exercise of a Warrant, we will promptly, but
in no event later than the third trading day after the exercise date, issue and
deliver, or cause to be issued and delivered, the Warrant Shares. We will, if
the holder provides the necessary information to us, issue and deliver the
shares electronically by crediting the account of the Warrant holders prime
broker with the Depository Trust Company through its Deposit or Withdrawal at
Custodian system (commonly referred to as DWAC).
Rescission and Buy-In Rights
We provide certain rescission rights and buy-in compensation to
a holder if we fail to deliver the Warrant Shares by the third trading day after
the date on which we receive notice of exercise of such Warrants.
With respect to the rescission rights, the holder has the right
to rescind the exercise if the Warrant Shares are not timely delivered.
The buy-in compensation rights apply if, due to our failure to
make timely delivery of the Warrant Shares, the Warrant holder purchases (in an
open market transaction or otherwise) shares of our common stock to deliver in
satisfaction of a sale by the holder of the Warrant shares that the holder
anticipated receiving from us upon exercise of the Warrant. In this event, we
will:
|
|
pay in cash to the holder the amount equal to the excess
(if any) of the buy-in price over the product of (A) such number of
Warrant Shares that we were required to deliver to the holder, times (B)
the price at which the sell order giving rise to holders purchase
obligation was executed; and
|
S-18
|
|
at the election of holder, either (A) reinstate the
portion of the Warrant as to such number of shares of common stock, or (B)
deliver to the holder such number of shares of common stock.
|
Fundamental Transactions
If, at any time while the Warrants are outstanding, we (1)
consolidate or merge with or into another corporation, (2) sell, lease, license,
assign, transfer or otherwise dispose of all or substantially all of our assets,
(3) are subject to or complete a tender or exchange offer pursuant to which
holders of our common stock are permitted to tender or exchange their shares for
other securities, cash or property, and which has been accepted by the holders
of 50% or more of our outstanding common stock, (4) effect any reclassification
of our common stock or any compulsory share exchange pursuant to which our
common stock is converted into or exchanged for other securities, cash or
property, or (5) engage in one or more transactions with another party that
results in that party acquiring more than 50% of our outstanding shares of
common stock (each, a
Fundamental Transaction
), then the Warrant holder
shall have the right thereafter to receive, upon exercise of the Warrant, the
same amount and kind of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it
had been, immediately prior to such Fundamental Transaction, the holder of the
number of Warrant Shares then issuable upon exercise of the Warrant, and any
additional consideration payable as part of the Fundamental Transaction. We must
cause any successor to us, or any surviving entity, to assume the obligations
under the Warrants.
Certain Adjustments
The exercise price and the number of shares of common stock
purchasable upon the exercise of the Warrants are subject to adjustment upon the
occurrence of specific events, including stock dividends, stock splits,
combinations and reclassifications of our common stock.
Notice of Corporate Action
We will provide notice to holders of the Warrants to provide
them with the opportunity to exercise their Warrants and hold common stock in
order to participate in or vote on the following corporate events:
|
|
if we shall take a record of the holders of our common
stock for the purpose of entitling them to receive (1) a dividend or other
distribution, (2) a special nonrecurring cash dividend on or a redemption
of our common stock, or (3) any right to subscribe for or purchase any
shares of stock of any class or any other right;
|
|
|
|
|
|
if we shall take a record of the holders of our common
stock for the purpose of entitling them to vote on (1) any
reclassification of our capital stock, or (2) any consolidation or merger
with, or any sale or transfer of all or substantially all of our assets
to, another party; or
|
|
|
|
|
|
a voluntary or involuntary dissolution,
liquidation or winding up of our Company.
|
Limitations on Exercise
The number of Warrant Shares that may be acquired by any holder
upon any exercise of the Warrant shall be limited to the extent necessary to
insure that, following such exercise (or other issuance), the total number of
shares of common stock then beneficially owned by such holder and its affiliates
and any other persons whose beneficial ownership of common stock would be
aggregated with the holders for purposes of Section 13(d) of the Exchange Act,
does not exceed 4.99% of the total number of issued and outstanding shares of
common stock (including for such purpose the shares of common stock issuable
upon such exercise), or beneficial ownership limitation. The holder may elect to
change this beneficial ownership limitation from 4.99% to 9.99% of the total
number of issued and outstanding shares of common stock (including for such
purpose the shares of common stock issuable upon such exercise) upon 61 days
prior written notice.
Additional Provisions
The above summary of certain terms and provisions of the
Warrants is qualified in its entirety by reference to the detailed provisions of
the Warrants, the form of which will be filed as an exhibit to a Current Report
on Form 8-K that is incorporated herein by reference. We are not required to
issue fractional shares upon the exercise of the Warrants. No holders of the
Warrants will possess any rights as a stockholder under those Warrants until the
holder exercises those Warrants, except as set forth in the Warrants.
The Warrants may be transferred independent of the common stock they were issued
with, on a form of assignment, subject to all applicable laws.
S-19
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of material U.S. federal
income tax consequences arising from and relating to the acquisition of Shares
acquired as part of the Units, the exercise, disposition, and lapse of Warrants
acquired as part of the Units, and the acquisition, ownership, and disposition
of Warrant Shares.
Scope of this Summary
This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential United States
federal income tax consequences related to the acquisition, ownership and
disposition of Shares, Warrants and Warrant Shares. Except as specifically set
forth below, this summary does not discuss applicable tax reporting
requirements. In addition, this summary does not take into account the
individual facts and circumstances of any particular holder that may affect the
United States federal income tax consequences to such holder. Accordingly, this
summary is not intended to be, and should not be construed as, legal or United
States federal income tax advice with respect to any particular holder. Each
holder should consult its own tax advisors regarding the United States federal,
state and local, and non-U.S. tax consequences related to the acquisition,
ownership and disposition of Shares, Warrants and Warrant Shares.
No legal opinion from United States legal counsel or ruling
from the Internal Revenue Service (the IRS) has been requested, or will be
obtained, regarding the United States federal income tax consequences related to
the acquisition, ownership and disposition of Shares, Warrants and Warrant
Shares. This summary is not binding on the IRS, and the IRS is not precluded
from taking a position that is different from, and contrary to, the positions
taken in this summary.
Authorities
This summary is based on the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, and United States court decisions that are applicable and, in each
case, as in effect and available, as of the date of this prospectus supplement.
Any of the authorities on which this summary is based could be changed or
subject to differing interpretations in a material and adverse manner at any
time, and any such change could be applied on a retroactive basis. This summary
does not discuss the potential effects, whether adverse or beneficial, of any
proposed legislation that, if enacted, could be applied on a retroactive
basis.
U.S. Holders
As used in this summary, the term U.S. Holder means a
beneficial owner of Shares, Warrants and Warrant Shares acquired pursuant to
this prospectus supplement that is for U.S. federal income tax purposes:
|
|
an individual who is a citizen or resident of
the U.S.;
|
|
|
|
|
|
a corporation (or other entity taxable as a corporation
for U.S. federal income tax purposes) created or organized in or under the
laws of the U.S., any state thereof or the District of Columbia;
|
|
|
|
|
|
an estate whose income is subject to U.S.
federal income taxation regardless of its source; or
|
|
|
|
|
|
a trust that (1) is subject to the primary supervision of
a court within the U.S. and the control of one or more U.S. persons for
all substantial decisions or (2) has a valid election in effect under
applicable Treasury Regulations to be treated as a U.S. person.
|
Non-U.S. Holders
The term Non-U.S. Holder means any beneficial owner of
Shares, Warrants and Warrant Shares acquired pursuant to this prospectus
supplement that is neither a U.S. Holder nor a partnership nor other entity or
arrangement treated as a partnership for U.S. federal income tax purposes. A
Non-U.S. Holder should review the discussion under the heading U.S. Federal
Income Tax Consequences to Non-U.S. Holders of the Acquisition, Ownership and
Disposition of Shares, Warrants and Warrant Shares below for
more information.
Canadian investors should consult with their own tax
advisor regarding the tax consequences of acquiring, ownership and disposing of
Shares, Warrants and Warrant Shares.
S-20
Holders Subject to Special United States Federal Income Tax
Rules
This summary deals only with persons or entities who hold
Shares, Warrants or Warrant Shares as a capital asset within the meaning of
Section 1221 of the Code (generally, property held for investment purposes).
This summary does not address all aspects of U.S. federal income taxation that
may be applicable to holders in light of their particular circumstances or to
holders subject to special treatment under U.S. federal income tax law, such as
(without limitation): banks, insurance companies, and other financial
institutions; dealers or traders in securities, commodities or foreign
currencies; regulated investment companies; former citizens or former long-term
residents of the U.S.; persons holding Shares, Warrants or Warrant Shares as
part of a straddle, appreciated financial position, synthetic security, hedge,
conversion transaction or other integrated investment; persons holding Shares,
Warrants or Warrant Shares as a result of a constructive sale; entities that
acquire Shares, Warrants and Warrant Shares that are treated as partnerships for
U.S. federal income tax purposes and partners in such partnerships; real estate
investment trusts; U.S. Holders that have a functional currency other than the
U.S. dollar; holders that acquired Shares, Warrants, or Warrant Shares in
connection with the exercise of employee stock options or otherwise as
consideration for services; or holders that are controlled foreign
corporations or passive foreign investment companies. Holders that are
subject to special provisions under the Code, including holders described
immediately above, should consult their own tax advisors regarding the United
States federal, state and local, and non-U.S. tax consequences arising from and
relating to the acquisition, ownership and disposition of Shares, Warrants and
Warrant Shares.
If an entity or arrangement that is classified as a partnership
(or other pass-through entity) for U.S. federal income tax purposes holds
Shares, Warrants or Warrant Shares, the U.S. federal income tax consequences to
such entity and the partners (or other owners) of such entity generally will
depend on the activities of the entity and the status of such partners (or
owners). This summary does not address the tax consequences to any such owner or
entity. Partners (or other owners) of entities or arrangements that are
classified as partnerships or as pass-through entities for U.S. federal income
tax purposes should consult their own tax advisors regarding the U.S. federal
income tax consequences arising from and relating to the acquisition, ownership,
and disposition of Shares, Warrants and Warrant Shares.
Tax Consequences Not Addressed
This summary does not address the United States state and
local, United States federal estate and gift, United States federal alternative
minimum tax, or non-U.S. tax consequences to holders of the acquisition,
ownership, and disposition of Shares, Warrants and Warrant Shares. Each holder
should consult its own tax advisors regarding the United States state and local,
United States federal estate and gift, United States federal alternative minimum
tax, and non-U.S. tax consequences of the acquisition, ownership, and
disposition of Shares, Warrants and Warrant Shares.
Certain Material U.S. Federal Income Tax Consequences of the
Purchase of Units to U.S. Holders and Non-U.S. Holders
For U.S. federal income tax purposes, the purchase of a Unit by
U.S. Holders and Non-U.S. Holders will be treated as the purchase of two
components: a component consisting of one Share and a component consisting of
0.50 of one Warrant. The purchase price for each Unit will be allocated between
these two components in proportion to their relative fair market values at the
time the Unit is purchased by the holder. This allocation of the purchase price
for each Unit will establish a holders initial tax basis for U.S. federal
income tax purposes in the Share and 0.50 of one Warrant that comprise each
Unit.
For purposes of determining the initial tax basis, we will
allocate $1.49 of the purchase price for each Unit to the Share and $0.01
of
the purchase price for each Unit to the 0.50 of one Warrant. However, the IRS
will not be bound by our allocation of the purchase price for the Units, and,
therefore, the IRS or a U.S. court may not respect the allocation set forth
above. Each holder should consult its own tax advisor regarding the allocation
of the purchase price for the Units.
S-21
U.S. Federal Income Tax Consequences to U.S. Holders of the
Exercise and Disposition of Warrants
Exercise of Warrants
A U.S. Holder generally will not recognize gain or loss on the
exercise of a Warrant and related receipt of a Warrant Share (unless cash is
received in lieu of the issuance of a fractional Warrant Share). A U.S. Holders
initial tax basis in the Warrant Share received on the exercise of a Warrant
should be equal to the sum of (a) such U.S. Holders tax basis in such Warrant
plus (b) the exercise price paid by such U.S. Holder on the exercise of such
Warrant. A U.S. Holders holding period for the Warrant Share received on the
exercise of a Warrant should begin on the date that such Warrant is exercised by
such U.S. Holder or the day following the date of exercise of the Warrant.
In certain limited circumstances (as described under
Description of SecuritiesWarrantsExercise), a U.S. Holder may be permitted
to undertake a cashless exercise of Warrants into Warrant Shares. The U.S.
federal income tax treatment of a cashless exercise of Warrants into Warrant
Shares is unclear, and the tax consequences of a cashless exercise could differ
from the consequences upon the exercise of a Warrant described in the preceding
paragraph. U.S. Holders should consult their own tax advisors regarding the U.S.
federal income tax consequences of a cashless exercise of Warrants.
Disposition of Warrants
A U.S. Holder will recognize gain or loss on the sale or other
taxable disposition of a Warrant in an amount equal to the difference, if any,
between (a) the amount of cash plus the fair market value of any property
received and (b) such U.S. Holders tax basis in the Warrant sold or otherwise
disposed of. Any such gain or loss generally will be a capital gain or loss,
which will be long-term capital gain or loss if the Warrant is held for more
than one year. Long-term capital gains recognized by certain non-corporate U.S.
Holders (including individuals) will generally be subject to a maximum U.S.
federal income tax rate of 20%. Deductions for capital losses are subject to
complex limitations under the Code.
Expiration of Warrants without Exercise
Upon the lapse or expiration of a Warrant, a U.S. Holder will
recognize a loss in an amount equal to such U.S. Holders tax basis in the
Warrant. Any such loss generally will be a capital loss and will be long-term
capital loss if the Warrant is held for more than one year. Deductions for
capital losses are subject to complex limitations under the Code.
Certain Adjustments to the Warrants
Under Section 305 of the Code, an adjustment to the number of
Warrant Shares that will be issued on the exercise of the Warrants, or an
adjustment to the exercise price of the Warrants, may be treated as a
constructive distribution to a U.S. Holder of the Warrants if, and to the extent
that, such adjustment has the effect of increasing such U.S. Holders
proportionate interest in our earnings and profits or assets, depending on the
circumstances of such adjustment (for example, if such adjustment is to
compensate for a distribution of cash or other property to our shareholders).
Adjustments to the exercise price of a Warrant made pursuant to a bona fide
reasonable adjustment formula that has the effect of preventing dilution of the
interest of the holders of the Warrants should generally not result in a
constructive distribution. (See the more detailed discussion of the rules
applicable to distributions made by us at U.S. Federal Income Tax Consequences
to U.S. Holders of the Acquisition, Ownership and Disposition of Shares and
Warrant Shares Distributions below).
U.S. Federal Income Tax Consequences to U.S. Holders of the
Acquisition, Ownership and Disposition of Shares and Warrant Shares
Distributions
Distributions made on Shares and Warrant Shares generally will
be included in a U.S. Holders income as ordinary dividend income to the extent
of our current and accumulated earnings and profits (determined under U.S.
federal income tax principles) as of the end of our taxable year in which the
distribution occurs. However, with respect to dividends received by certain
non-corporate U.S. Holders (including individuals), such dividends are generally
taxed at the applicable long-term capital gains rates (currently at a maximum
tax rate of 20%), provided certain holding period and other requirements are
satisfied. Distributions in excess of our current and accumulated earnings and
profits will be treated as a return of capital to the extent of
a U.S. Holders adjusted tax basis in the Shares or Warrant Shares and
thereafter as capital gain from the sale or exchange of such Shares or Warrant
Shares, which will be taxable according to rules discussed under the heading
Sale, Certain Redemptions or Other Taxable Dispositions of Shares and Warrant
Shares, below. Dividends received by a corporate holder may be eligible for a
dividends received deduction, subject to applicable limitations.
S-22
Sale, Certain Redemptions or Other Taxable Dispositions
of Shares and Warrant Shares
Upon the sale, certain qualifying redemptions, or other taxable
disposition of Shares or Warrant Shares, a U.S. Holder generally will recognize
capital gain or loss equal to the difference between (i) the amount of cash and
the fair market value of any property received upon such taxable disposition and
(ii) the U.S. Holders adjusted tax basis in the Shares or Warrant Shares. Such
capital gain or loss will be long-term capital gain or loss if a U.S. Holders
holding period in the Shares or Warrant Shares is more than one year at the time
of the taxable disposition. Long-term capital gains recognized by certain
non-corporate U.S. Holders (including individuals) will generally be subject to
a maximum U.S. federal income tax rate of 20%. Deductions for capital losses are
subject to complex limitations under the Code.
Other U.S. Federal Income Tax Consequences Applicable to
U.S. Holders
Additional Tax on Passive Income
Individuals, estates and certain trusts whose income exceeds
certain thresholds will be required to pay a 3.8% tax on net investment income
including, among other things, dividends and net gain from disposition of
property (other than property held in certain trades or businesses). U.S.
Holders should consult their own tax advisors regarding the effect, if any, of
this tax on their ownership and disposition of Shares, Warrants and Warrant
Shares.
Information Reporting and Backup Withholding
Information reporting requirements generally will apply to
payments of dividends on Shares and Warrant Shares and to the proceeds of a sale
of Shares, Warrants or Warrant Shares paid to a U.S. Holder unless the U.S.
Holder is an exempt recipient (such as a corporation). Backup withholding will
apply to those payments if the U.S. Holder fails to provide its correct taxpayer
identification number, or certification of exempt status, or if the U.S. Holder
is notified by the IRS that it has failed to report in full payments of interest
and dividend income. Backup withholding is not an additional tax, and any
amounts withheld under the backup withholding rules generally will be allowed as
a refund or a credit against a U.S. Holders U.S. federal income tax liability,
if any, provided the required information is furnished in a timely manner to the
IRS.
U.S. Federal Income Tax Consequences to Non-U.S. Holders of
the Acquisition, Ownership and Disposition of Shares, Warrants and Warrant
Shares
U.S. Federal Income Tax Consequences to Non-U.S. Holders of
the Exercise and Disposition of Warrants
Exercise of Warrants
A Non-U.S. Holder generally will not recognize gain or loss on
the exercise of a Warrant and related receipt of a Warrant Share (unless cash is
received in lieu of the issuance of a fractional Warrant Share and certain other
conditions are present, as discussed below under Sale or Other Taxable
Disposition of Shares, Warrants and Warrant Shares). A Non-U.S. Holders
initial tax basis in the Warrant Share received on the exercise of a Warrant
should be equal to the sum of (a) such Non-U.S. Holders tax basis in such
Warrant plus (b) the exercise price paid by such Non-U.S. Holder on the exercise
of such Warrant. A Non-U.S. Holders holding period for the Warrant Share
received on the exercise of a Warrant should begin on the date that such Warrant
is exercised by such Non-U.S. Holder or the day following the date of exercise
of the Warrant.
In certain limited circumstances (as described under
Description of SecuritiesWarrantsExercise), a Non-U.S. Holder may be
permitted to undertake a cashless exercise of Warrants into Warrant Shares. The
U.S. federal income tax treatment of a cashless exercise of Warrants into
Warrant Shares is unclear, and the tax consequences of a cashless exercise could
differ from the consequences upon the exercise of a Warrant described in the
preceding paragraph. Non-U.S. Holders should consult their own tax advisors
regarding the U.S. federal income tax consequences of a cashless exercise of
Warrants.
S-23
Disposition of Warrants
Subject to the discussion under the heading Sale or Other
Taxable Disposition of Shares, Warrants and Warrant Shares below, a Non-U.S.
Holder will recognize gain or loss on the sale or other taxable disposition of a
Warrant in an amount equal to the difference, if any, between (a) the amount of
cash plus the fair market value of any property received and (b) such Non-U.S.
Holders tax basis in the Warrant sold or otherwise disposed of. Any such gain
or loss generally will be a capital gain or loss (provided that the Warrant
Share to be issued on the exercise of such Warrant would have been a capital
asset within the meaning of Section 1221 of the Code if acquired by the Non-U.S.
Holder), which will be long-term capital gain or loss if the Warrant is held for
more than one year. Any such gain recognized by a Non-U.S. Holder will be
taxable for U.S. federal income tax purposes according to rules discussed under
the heading Sale or Other Taxable Disposition of Shares, Warrants and Warrant
Shares, below.
Expiration of Warrants without Exercise
Subject to the discussion under the heading Sale or Other
Taxable Disposition of Shares, Warrants and Warrant Shares below, upon the
lapse or expiration of a Warrant, a Non-U.S. Holder will recognize a loss in an
amount equal to such Non-U.S. Holders tax basis in the Warrant. Any such loss
generally will be a capital loss and will be long-term capital loss if the
Warrants are held for more than one year. Deductions for capital losses are
subject to complex limitations under the Code.
Certain Adjustments to the Warrants
Under Section 305 of the Code, an adjustment to the number of
Warrant Shares that will be issued on the exercise of the Warrants, or an
adjustment to the exercise price of the Warrants, may be treated as a
constructive distribution to a Non-U.S. Holder of the Warrants if, and to the
extent that, such adjustment has the effect of increasing such Non-U.S. Holders
proportionate interest in our earnings and profits or assets, depending on the
circumstances of such adjustment (for example, if such adjustment is to
compensate for a distribution of cash or other property to our shareholders).
Adjustments to the exercise price of a Warrant made pursuant to a bona fide
reasonable adjustment formula that has the effect of preventing dilution of the
interest of the holders of the Warrants should generally not result in a
constructive distribution. See the more detailed discussion of the rules
applicable to distributions made by us under the heading Dividends below.
Dividends
Distributions on Shares or Warrant Shares will constitute
dividends for U.S. federal income tax purposes to the extent paid from our
current and accumulated earnings and profits, as determined under U.S. federal
income tax principles. To the extent those distributions exceed our current and
accumulated earnings and profits, they will constitute a return of capital and
will first reduce a Non-U.S. Holders basis in Shares or Warrant Shares, but not
below zero, and then will be treated as gain from the sale of stock, which will
be taxable according to rules discussed under the heading Sale or Other Taxable
Disposition of Shares, Warrants and Warrant Shares, below. Any dividends paid
to a Non-U.S. Holder with respect to Shares or Warrant Shares generally will be
subject to withholding tax at a 30% gross rate, subject to any exemption or
lower rate under an applicable treaty if the Non-U.S. Holder provides us with a
properly executed IRS Form W-8BEN or W-8BEN-E, unless the Non-U.S. Holder
provides us with a properly executed IRS Form W-8ECI (or other applicable form)
relating to income effectively connected with the conduct of a trade or business
within the U.S.
Dividends that are effectively connected with the conduct of a
trade or business within the U.S. and includible in the Non-U.S. Holders gross
income are not subject to the withholding tax (assuming proper certification and
disclosure), but instead are subject to U.S. federal income tax on a net income
basis at applicable graduated individual or corporate rates. Any such
effectively connected income received by a non-U.S. corporation may, under
certain circumstances, be subject to an additional branch profits tax at a 30%
rate, subject to any exemption or lower rate as may be specified by an
applicable income tax treaty.
A Non-U.S. Holder of Shares or Warrant Shares who wishes to
claim the benefit of an applicable treaty rate or exemption is required to
satisfy certain certification and other requirements. If a Non-U.S. Holder is
eligible for an exemption from or a reduced rate of U.S. withholding tax
pursuant to an income tax treaty, it may obtain a refund of any excess amounts
withheld by timely filing an appropriate claim for refund with the IRS.
S-24
Sale or Other Taxable Disposition of Shares, Warrants and
Warrant Shares
In general, a Non-U.S. Holder of Shares, Warrants or Warrant
Shares will not be subject to U.S. federal income tax on gain recognized from a
sale, exchange, or other taxable disposition of such Shares, Warrants or Warrant
Shares, unless:
|
|
the gain is effectively connected with a U.S. trade or
business carried on by the Non-U.S. Holder (and, where an income tax
treaty applies, is attributable to a U.S. permanent establishment of the
Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax
on the net gain from the sale at regular graduated U.S. federal income tax
rates, and if the Non-U.S. Holder is a corporation, may be subject to an
additional U.S. branch profits tax at a gross rate equal to 30% of its
effectively connected earnings and profits for that taxable year, subject
to any exemption or lower rate as may be specified by an applicable income
tax treaty;
|
|
|
|
|
|
the Non-U.S. Holder is an individual who is present in
the U.S. for 183 days or more in the taxable year of disposition and
certain other conditions are met, in which case the Non-U.S. Holder will
be subject to a 30% tax on the gain from the sale, which may be offset by
U.S. source capital losses; or
|
|
|
|
|
|
we are or have been a United States real property
holding corporation (USRPHC) for U.S. federal income tax purposes at
any time during the shorter of the Non-U.S. Holders holding period or the
5-year period ending on the date of disposition of Shares, Warrants or
Warrant Shares; provided, with respect to the Shares and Warrant Shares,
that as long as our common stock is regularly traded on an established
securities market as determined under the Treasury Regulations (the
Regularly Traded Exception), a Non-U.S. Holder would not be subject to
taxation on the gain on the sale of Shares or Warrant Shares under this
rule unless the Non-U.S. Holder has owned: (i) more than 5% of our common
stock at any time during such 5-year or shorter period; (ii) Warrants with
a fair market value on the date acquired by such holder greater than the
fair market value on that date of 5% of our common stock; or (iii)
aggregate equity securities of the Company with a fair market value on the
date acquired in excess of 5% of the fair market value of the Companys
Common Shares on such date (in any case, a 5% Shareholder). Since the
Warrants are not expected to be listed on a securities market, the
Warrants are unlikely to qualify for the Regularly Traded Exception. In
determining whether a Non-U.S. Holder is a 5% Shareholder, certain
attribution rules apply in determining ownership for this purpose.
Non-U.S. Holders should be aware that we have made no determination as to
whether we are or have been a USRPHC, and we can provide no assurances
that we are not and will not become a USRPHC in the future. In addition,
in the event that we are or become a USRPHC, we can provide no assurances
that the Shares, Warrants or Warrant Shares will meet the Regularly Traded
Exception at the time a Non-U.S. Holder purchases such securities or
sells, exchanges or otherwise disposes of such securities. Non-U.S.
Holders should consult with their own tax advisors regarding the
consequences to them of investing in a USRPHC. As a USRPHC, a Non-U.S.
Holder will be taxed as if any gain or loss were effectively connected
with the conduct of a trade or business as described above in Dividends
in the event that (i) such holder is a 5% Shareholder, or (ii) the
Regularly Traded Exception is not satisfied during the relevant period.
|
Information Reporting and Backup Withholding
Generally, we must report annually to the IRS and to Non-U.S.
Holders the amount of dividends paid on the Shares and Warrant Shares to
Non-U.S. Holders and the amount of tax, if any, withheld with respect to those
payments. Copies of the information returns reporting such dividends and
withholding may also be made available to the tax authorities in the country in
which a Non-U.S. Holder resides under the provisions of an applicable income tax
treaty.
In general, a Non-U.S. Holder will not be subject to backup
withholding with respect to payments of dividends that we make, provided we
receive a statement meeting certain requirements to the effect that the Non-U.S.
Holder is not a U.S. person and we do not have actual knowledge or reason to
know that the holder is a U.S. person, as defined under the Code, that is not an
exempt recipient. The requirements for the statement will be met if (1) the
Non-U.S. Holder provides its name, address and U.S. taxpayer identification
number, if any, and certifies, under penalty of perjury, that it is not a U.S.
person (which certification may be made on IRS Form W-8BEN or W-8BEN-E) or (2) a
financial institution holding the instrument on behalf of the Non-U.S. Holder
certifies, under penalty of perjury, that such statement has been received by it
and furnishes us or our paying agent with a copy of the statement. In addition,
a Non-U.S. Holder will be subject to information reporting and, depending on the
circumstances, backup withholding with respect to payments of the proceeds of a sale
of Shares, Warrants and Warrant Shares within the U.S. or conducted through
certain U.S.-related financial intermediaries, unless the statement described
above has been received, and we do not have actual knowledge or reason to know
that a holder is a U.S. person, as defined under the Code, that is not an exempt
recipient, or the Non-U.S. Holder otherwise establishes an exemption. Backup
withholding is not an additional tax and any amounts withheld under the backup
withholding rules will be allowed as a refund or a credit against a Non-U.S.
Holders U.S. federal income tax liability, if any, provided the required
information is furnished in a timely manner to the IRS.
S-25
Rules Relating to Foreign Accounts
A 30% United States federal withholding tax may apply to any
dividends paid with respect to Shares or Warrant Shares, and to gross proceeds
from a disposition (or deemed disposition) of Shares, Warrants or Warrant Shares
by Non-U.S. Holders occurring after December 31, 2018, in each case paid to (i)
a foreign financial institution (as specifically defined in the Foreign
Account Tax Compliance Act of 2010 (FATCA) and administrative guidance as
modified by an applicable intergovernmental agreement between the United States
and a foreign jurisdiction (an IGA), if any), whether such foreign financial
institution is the beneficial owner or an intermediary, unless such foreign
financial institution agrees to verify, report and disclose its United States
account holders (as specifically defined in FATCA and administrative guidance
as modified by an applicable IGA, if any) and meets certain other specified
requirements or (ii) a non-financial foreign entity, unless such entity provides
certain information or certifications or provides the name, address and taxpayer
identification number of each such substantial United States owner. In certain
cases, the relevant foreign financial institution or non-financial foreign
entity may qualify for an exemption from, or be deemed to be in compliance with,
these requirements. In addition, to avoid withholding with respect to dividends
paid with respect to Shares or Warrant Shares, and gross proceeds from a
disposition (or deemed disposition) of Shares, Warrants or Warrant Shares by
Non-U.S. Holders occurring after December 31, 2018, a Non-U.S. Holder must
generally provide us or other applicable payor with a statement meeting certain
requirements to the effect that the Non-U.S. Holder is not a U.S. person and we
do not have actual knowledge or reason to know that the holder is a U.S. person,
as defined under the Code. The requirements for the statement will be met if (i)
the Non-U.S. Holder provides its name, address and U.S. taxpayer identification
number, if any, and certifies, under penalty of perjury, that it is not a U.S.
person and provides certain other information (which certification may be made
on IRS Form W-8BEN or W-8BEN-E or such other applicable IRS Form available at
www.irs.gov) or (ii) a financial institution holding the instrument on behalf of
the Non-U.S. Holder certifies, under penalty of perjury, that such statement has
been received by it and furnishes us, paying agent, or other applicable payor
with a copy of the statement. Each Non-U.S. Holder should consult its own tax
advisor regarding FATCA, administrative guidance, and IGAs and whether they may
be relevant to its acquisition, ownership and disposition of Shares, Warrants or
Warrant Shares.
PLAN OF DISTRIBUTION
Pursuant to the Underwriting Agreement, we have agreed to issue and sell and the Underwriters, have severally agreed to purchase, as principals, subject to compliance with all necessary legal requirements and the terms and conditions contained in the Underwriting Agreement, a total of
17,330,836 Units at the Offering Price of $1.50 per Unit, payable in cash to us against delivery of such Units, on the closing date. In consideration for their services in connection with the Offering, the Underwriters will deduct the Underwriters’ Fee equal to 6% of the gross proceeds of the Offering ($0.09 per Unit, for an aggregate fee payable by us of $1,559,775) from the offering proceeds payable to us. A reduced Underwriters’ Fee of 2% will be payable on the gross proceeds of up to $5,000,000 of the Offering sold to purchasers included on a President’s List. All calculations of the Underwriters’ Fees herein, assumes no sales to the President’s List. In addition, we have agreed to issue to the Underwriters (or their designees) Compensation Warrants to purchase up to a number of shares of common stock equal to 6% of the Shares issued on the closing of the Offering (2% with respect to sales made to persons on the President’s List up to $5,000,000 of Units) having the same terms as the Warrants. The Offering Price was determined by negotiation between us and the Co-Representatives on their own behalf and on behalf of the other Underwriters. Subject to the terms and conditions of the Underwriting Agreement, we have agreed to sell to the Underwriters, and each Underwriter has severally agreed to purchase, at the Offering Price less the Underwriting Fee set forth on the cover page of this prospectus supplement, the number of Units listed next to its name in the following table:
S-26
|
Number of
Units
|
H. C. Wainwright & Co., LLC
|
6,239,100
|
Haywood Securities Inc.
|
6,239,100
|
Dundee Capital Partners
|
3,292,860
|
Sprott Private Wealth LP
|
1,559,776
|
Total
|
17,330,836
|
H. C. Wainwright & Co., LLC is not registered as an investment dealer in any Canadian jurisdiction and, accordingly, will only sell Units into the United States and will not, directly or indirectly, solicit offers to purchase or sell the Units in Canada.
Haywood Securities Inc. may sell Units in the United States through its U.S. affiliate, Haywood Securities (USA) Inc. Subject to applicable law, the Underwriters may offer to sell the Units outside of Canada and the United States.
The offering is being made in the United States and Canada, and
we are concurrently filing the Canadian Prospectus pursuant to a
multijurisdictional disclosure system implemented by the United States and
Canada.
The Underwriters propose to offer the Units initially at the
Offering Price. After a reasonable effort has been made to sell all of the Units
at the Offering Price, the Underwriters may subsequently reduce the selling
price to investors from time to time in order to sell any of the Units remaining
unsold. Any such reduction will not affect the proceeds received by us.
The obligations of the Underwriters under the Underwriting
Agreement are several, and not joint, and may be terminated at their discretion
at any time prior to any closing date upon the occurrence of certain events
specified in the Underwriting Agreement including standard litigation out,
financial out, disaster out, material adverse effect out and market out
rights of termination. In the event the Underwriting Agreement is terminated
pursuant to its terms, we shall be obligated to pay the Underwriters their
actual and accountable out of pocket expenses related to the transactions
contemplated therein then due and payable, including the fees and disbursements
of Underwriters legal counsel up to $90,000, provided, however, that such expense
cap in no way limits or impairs the indemnification and contribution provisions
of the Underwriting Agreement.
The Underwriters are obligated to take up and pay for all the Units offered by this prospectus supplement if any are purchased under the Underwriting Agreement, subject to certain exceptions. We have agreed in the Underwriting Agreement to reimburse the Underwriters for their legal fees in an amount not to exceed $90,000 and certain other accountable expenses in connection with the Offering as specified in the Underwriting Agreement.
We have agreed, pursuant to the Underwriting Agreement, to
indemnify the Underwriters, and each dealer selected by each Underwriter that
participated in the Offering (each, a Selected Dealer) and each of their
respective directors, officers and employees and each person, if any who
controls such Underwriter or any Selected Dealer against certain liabilities,
including liabilities under Canadian and U.S. securities legislation in certain
circumstances or to contribute to payments the Underwriters may have to make
because of such liabilities.
We have agreed in the Underwriting Agreement that from the date
of the Underwriting Agreement until 60 days after the closing date, neither the Company nor any subsidiary of
the Company shall issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of common stock or Common Stock
Equivalents (as defined in the Underwriting Agreement). In addition, we agreed
that from the date of the Underwriting Agreement until the Warrants are no longer outstanding, we shall be prohibited from
effecting or entering into an agreement to effect any issuance by the Company or
any subsidiary of the Company of shares of common stock or Common Stock
Equivalents involving a Variable Rate Transaction (as defined in the
Underwriting Agreement). The foregoing restrictions shall not apply in respect
of the issuance of: (i) the Shares and the Warrant, including the Compensation
Warrants; (ii) shares of common stock or options to our employees, officers or
directors pursuant to any stock or option plan duly adopted by a majority of
non-employee members of the Board of Directors or of a committee; (iii)
securities upon the exercise or exchange of or conversion of any Shares and the
Warrants, including the Compensation Warrants, provided that such securities
have not been amended since the date of the Underwriting Agreement to increase
the number of such securities or to decrease the exercise price; and (iv)
securities issued pursuant to an acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provide that any
such issuance shall only be to a person which is, itself or through its
subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is
investing in securities.
S-27
As a condition precedent to the Underwriters obligation to
close the Offering, subject to customary exemptions permitting dispositions to
trusts for the direct or indirect benefit of the director or officer and/or the
immediate family of such person, tenders to a take-over bid or acquisition
transaction and pursuant to any existing 10b5-1 plans, all directors and
officers of UEC and each holder of common stock and Common Stock Equivalents
holding, on a fully diluted basis, more than 5% of UECs issued and outstanding
common stock shall be required to execute and deliver written undertakings in
favor of the Underwriters agreeing not to sell, transfer, pledge (other than as
disclosed to the Underwriters in writing), assign, or otherwise dispose of any
of our securities owned, directly or indirectly by such directors or officers,
until 90 days following the closing date, without the prior written consent of
the Co-Representatives on behalf of the Underwriters.
Subscriptions for the Units will be received subject to
rejection or allotment in whole or in part and the right is reserved to close
the subscription books at any time without notice. The closing of the Offering
is expected to occur on or about January 20, 2017. It is anticipated that the
Shares forming part of the Units will be issued in book-entry only form and
represented by a global certificate or certificates, or be represented by
uncertificated securities, registered in the name of CDS or its nominee and/or
DTC, as directed by the Underwriters, and will be deposited with CDS and/or DTC,
as the case may be. Except in limited circumstances, no beneficial holder of
Shares will receive definitive certificates representing their interest in the
Shares. Beneficial holders of Shares will receive only a customer confirmation
from the Underwriters or other registered dealer who is a CDS or DTC participant
and from or through whom a beneficial interest in the Shares is acquired.
Certain other holders will receive definitive certificates representing their
interests in the Shares. All holders are expected to receive Warrants in
physical certificated form.
A copy of the Underwriting Agreement and the form of Warrant
will be included as exhibits to our current report on Form 8-K that will be
filed with the SEC in connection with the consummation of this Offering.
The transfer agent for our common stock to be issued in this
Offering is Transfer Online., Inc. We will act as transfer agent for the
Warrants being offered hereby.
Our common stock is traded on the NYSE MKT under the symbol
UEC. The Warrants issued to the investors in this offering are not expected to
be eligible for trading on any market.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters relating to the securities offered
pursuant to this prospectus supplement will be passed upon for us by McMillan
LLP, and for the Underwriters by Stikeman Elliott LLP, as to Canadian legal
matters, and Ellenoff Grossman & Schole LLP, as to U.S. legal matters.
The consolidated financial statements of Uranium Energy Corp.
appearing in Uranium Energy Corp.s Annual Report (Form 10-K) for the year ended
July 31, 2016, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
S-28
No expert or counsel named in this prospectus supplement or the
accompanying base prospectus as having prepared or certified any part of this
prospectus supplement or the accompanying base prospectus or having given an
opinion upon legal matters in connection with the registration or offering of
the Units was employed on a contingency basis, or had, or is to receive, in
connection with the Offering, a substantial interest, direct or indirect, in our
Company, nor was any such person connected with our Company as a promoter,
managing or principal underwriter, voting trustee, director, officer, or
employee.
S-29
|
URANIUM ENERGY CORP.
|
|
$100,000,000
|
Common Shares
|
Debt Securities
|
Warrants
|
Subscription Receipts
|
Units
|
Uranium Energy Corp. (we or the Company) may offer and
sell, from time to time, up to $100,000,000 aggregate initial offering price of
our common shares (Common Shares), debt securities (Debt Securities),
warrants to purchase Common Shares or Debt Securities (Warrants), subscription
receipts for Common Shares, Debt Securities, Warrants or any combination thereof
(Subscription Receipts), or any combination of Common Shares, Debt Securities,
Warrants or Subscription Receipts (Units) (collectively, the Common Shares,
Debt Securities, Warrants, Subscription Receipts and Units are referred to as
the Securities) in one or more transactions under this prospectus (the
Prospectus).
This Prospectus provides you with a general description of the
Securities that we may offer. Each time we offer Securities, we will provide you
with a prospectus supplement (the Prospectus Supplement) that describes
specific information about the particular Securities being offered and may add,
update or change information contained in this Prospectus. You should read both
this Prospectus and the Prospectus Supplement, together with any additional
information which is incorporated by reference into this Prospectus.
This
Prospectus may not be used to offer or sell securities without the Prospectus
Supplement which includes a description of the method and terms of that
offering.
We may sell the Securities on a continuous or delayed basis to
or through underwriters, dealers or agents or directly to purchasers. The
Prospectus Supplement, which we will provide to you each time we offer
Securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the Securities, and any applicable fee, commission or
discount arrangements with them. For additional information on the methods of
sale, you should refer to the section entitled Plan of Distribution in this
Prospectus.
The Common Shares are traded on the NYSE MKT LLC (NYSE MKT)
under the symbol UEC. On January 9, 2014, the last reported sale price of the
Common Shares on NYSE MKT was $1.81 per Common Share.
There is currently no
market through which the Securities, other than the Common Shares, may be sold
and purchasers may not be able to resell the Securities purchased under this
Prospectus. This may affect the pricing of the Securities, other than the Common
Shares, in the secondary market, the transparency and availability of trading
prices, the liquidity of these Securities and the extent of issuer regulation.
Investing in the Securities involves risks. See Risk
Factors on page 7.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these Securities or passed
upon the adequacy or accuracy of this Prospectus. Any representation to the
contrary is a criminal offense.
The date of this Prospectus is January 10, 2014
__________
TABLE OF CONTENTS
___________
2
ABOUT THIS PROSPECTUS
This Prospectus is a part of a registration statement that we
filed with the SEC utilizing a shelf registration process. Under this shelf
registration process, we may sell any combination of the Securities described in
this Prospectus in one or more offerings up to a total dollar amount of initial
aggregate offering price of $100,000,000. This Prospectus provides you with a
general description of the Securities that we may offer. The specific terms of
the Securities in respect of which this Prospectus is being delivered will be
set forth in a Prospectus Supplement and may include, where applicable: (i) in
the case of Common Shares, the number of Common Shares offered, the offering
price and any other specific terms of the offering; (ii) in the case of Debt
Securities, the specific designation, aggregate principal amount, currency or
the currency unit for which such Debt Securities may be purchased, maturity,
interest provisions, authorized denominations, offering price, covenants, events
of default, any redemption terms, any sinking fund provisions, any exchange or
conversion terms, whether payment on the Debt Securities will be senior or
subordinated to our other liabilities and obligations and any other specific
terms; (iii) in the case of Warrants, the designation, number and terms of the
Common Shares or Debt Securities purchasable upon exercise of the Warrants, any
procedures that will result in the adjustment of those numbers, the exercise
price, dates and periods of exercise, and the currency or the currency unit in
which the exercise price must be paid and any other specific terms; (iv) in the
case of Subscription Receipts, the designation, number and terms of the Common
Shares, Warrants or Debt Securities receivable upon satisfaction of certain
release conditions, any procedures that will result in the adjustment of those
numbers, any additional payments to be made to holders of Subscription Receipts
upon satisfaction of the release conditions, the terms of the release
conditions, terms governing the escrow of all or a portion of the gross proceeds
from the sale of the Subscription Receipts, terms for the refund of all or a
portion of the purchase price for Subscription Receipts in the event the release
conditions are not met and any other specific terms; and (v) in the case of
Units, the designation, number and terms of the Common Shares, Warrants, Debt
Securities or Subscription Receipts comprising the Units. A Prospectus
Supplement may include specific variable terms pertaining to the Securities that
are not within the alternatives and parameters set forth in this Prospectus.
In connection with any offering of the Securities (unless
otherwise specified in a Prospectus Supplement), the underwriters or agents may
over-allot or effect transactions which stabilize or maintain the market price
of the Securities offered at a higher level than that which might exist in the
open market. Such transactions, if commenced, may be interrupted or discontinued
at any time. See Plan of Distribution.
Please carefully read both this Prospectus and any Prospectus
Supplement together with the documents incorporated herein by reference under
Documents Incorporated by Reference.
Owning securities may subject you to tax consequences in the
United States. This Prospectus or any applicable Prospectus Supplement may not
describe these tax consequences fully. You should read the tax discussion in any
Prospectus Supplement with respect to a particular offering and consult your own
tax advisor with respect to your own particular circumstances.
References in this Prospectus to $ are to United States
dollars.
You should rely only on the information contained in this
Prospectus. We have not authorized anyone to provide you with information
different from that contained in this Prospectus. The distribution or possession
of this Prospectus in or from certain jurisdictions may be restricted by law.
This Prospectus is not an offer to sell these Securities and is not soliciting
an offer to buy these Securities in any jurisdiction where the offer or sale is
not permitted or where the person making the offer or sale is not qualified to
do so or to any person to whom it is not permitted to make such offer or sale.
The information contained in this Prospectus is accurate only as of the date of
this Prospectus, regardless of the time of delivery of this Prospectus or of any
sale of the Securities. Our business, financial condition, results of operations
and prospects may have changed since that date.
__________
3
SUMMARY
Our Company
Corporate Organization
Uranium Energy Corp. was incorporated under the laws of the
State of Nevada on May 16, 2003 under the name Carlin Gold Inc. During 2004,
we changed our business operations and focus from precious metals exploration to
uranium exploration in the United States. On January 24, 2005, we completed a
reverse stock split of our common stock on the basis of one share for each two
outstanding shares and amended our Articles of Incorporation to change our name
to Uranium Energy Corp.. Effective February 28, 2006, we completed a forward
stock split of our common stock on the basis of 1.5 shares for each outstanding
share and amended our Articles of Incorporation to increase our authorized
capital from 75,000,000 shares of common stock with a par value of $0.001 per
share to 750,000,000 shares of common stock with a par value of $0.001 per
share. In June 2007, we changed our fiscal year end from December 31 to July
31.
On December 31, 2007, we incorporated a wholly-owned
subsidiary, UEC Resources Ltd., under the laws of the Province of British
Columbia, Canada. Effective December 18, 2009, we acquired a 100% interest in
the South Texas Mining Venture, L.L.P. (STMV), a Texas limited liability
partnership, from each of URN Resources Inc., a subsidiary of Uranium One Inc.,
and Everest Exploration, Inc. (STMV Acquisition). On September 3, 2010, we
incorporated a wholly-owned subsidiary, UEC Paraguay Corp., under the laws of
the State of Nevada. Effective May 24, 2011, we acquired a 100% in interest in
Piedra Rica Mining S.A., a private company incorporated in Paraguay. Effective
September 9, 2011, we acquired a 100% interest in Concentric Energy Corp., a
private company incorporated in the State of Nevada. Effective March 30, 2012,
we acquired a 100% interest in Cue Resources Ltd., a publicly-traded company
incorporated in the Province of British Columbia, Canada.
Our principal offices are located at 500 North Shoreline
Boulevard, Suite 800N, Corpus Christi, Texas 78401 and 1111 West Hastings
Street, Suite 320, Vancouver, British Columbia, Canada V6E 2J3.
Our Business
We are engaged in uranium mining and related activities,
including exploration, pre-extraction, extraction and processing, on uranium
projects located in the United States and Paraguay. Our fully-licensed and
100%-owned Hobson Processing Facility (the Hobson Facility) forms the basis
for our regional operating strategy in the State of Texas, specifically the
South Texas Uranium Belt, utilizing in-situ recovery mining. As a central
processing site, the Hobson Facility has a physical capacity to process two
million pounds of U
3
O
8
annually and is licensed to process
uranium-loaded resins up to a total of one million pounds of
U
3
O
8
annually from our Palangana Mine and from future
satellite mining activities, such as our Goliad Project, located within the
South Texas Uranium Belt. Since the commencement of uranium extraction in
November 2010 to October 31, 2013, the Hobson Facility has processed 533,000
pounds of U
3
O
8
.
We have mineral exploration interests located in the States of
Arizona, Colorado, New Mexico, Texas and Wyoming, and in Paraguay. We acquired
these mineral rights for the purposes of uranium mining and related activities,
including exploration, pre-extraction, extraction and processing. Many of the
areas in which we have interests in are located in historically successful
mining areas and have been the subject of past exploration activities by other
mining companies. Specific exploration targets may be identified internally by
our geological team by utilizing this prior exploration work combined with our
extensive exploration database.
We may acquire additional mineral rights as opportunities
arise.
The Securities Offered under this Prospectus
We may offer the Common Shares, Debt Securities, Warrants,
Subscription Receipts or Units with a total value of up to $100,000,000 from
time to time under this Prospectus, together with any applicable Prospectus
Supplement and related free writing prospectus, at prices and on terms to be
determined by market conditions at the time of offering. This Prospectus
provides you with a general description of the Securities we may offer. Each
time we offer Securities, we will provide a Prospectus Supplement that will
describe the specific amounts, prices and other important terms of the
Securities, including, to the extent applicable:
4
|
|
designation or classification;
|
|
|
|
|
|
aggregate principal amount or aggregate offering price;
|
|
|
|
|
|
maturity, if applicable;
|
|
|
|
|
|
original issue discount, if any;
|
|
|
|
|
|
rates and times of payment of interest or dividends, if
any;
|
|
|
|
|
|
redemption, conversion, exchange or sinking fund terms,
if any;
|
|
|
|
|
|
conversion or exchange prices or rates, if any, and, if
applicable, any provisions for changes to or adjustments in the conversion
or exchange prices or rates, and in the securities or other property
receivable upon conversion or exchange;
|
|
|
|
|
|
ranking;
|
|
|
|
|
|
restrictive covenants, if any;
|
|
|
|
|
|
voting or other rights, if any; and
|
|
|
|
|
|
important United States federal income tax
considerations.
|
A Prospectus Supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update or change
information contained in this Prospectus or in documents we have incorporated by
reference. However, no Prospectus Supplement or free writing prospectus will
offer a security that is not registered and described in this Prospectus at the
time of the effectiveness of the registration statement of which this Prospectus
is a part.
We may sell the Securities on a continuous or delayed basis to
or through underwriters, dealers or agents or directly to purchasers. The
Prospectus Supplement, which we will provide to you each time we offer
Securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the Securities, and any applicable fee, commission or
discount arrangements with them.
Common Shares
We may offer Common Shares. Holders of Common Shares are
entitled to one vote per Common Share on all matters that require shareholder
approval. Holders of our Common Shares are entitled to dividends when and if
declared by our Board of Directors. Our Common Shares are described in greater
detail in this Prospectus under Description of Common Shares.
Debt Securities
We may offer Debt Securities from time to time, in one or more
series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The Debt Securities will be issued under one or more documents
called indentures, which are contracts between our Company and a trustee for the
holders of the Debt Securities. In this Prospectus, we have summarized certain
general features of the Debt Securities under Description of Debt Securities.
We urge you, however, to read any Prospectus Supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of
Debt Securities being offered, as well as the complete indentures that contain
the terms of the Debt Securities. A form of indenture has been filed as an
exhibit to the registration statement of which this Prospectus is a part, and
supplemental indentures and forms of Debt Securities containing the terms of
Debt Securities being offered will be filed as exhibits to the registration
statement of which this Prospectus is a part, or incorporated by reference from
a current report on Form 8-K that we file with the SEC.
5
Warrants
We may offer Warrants for the purchase of Common Shares or Debt
Securities, in one or more series, from time to time. We may issue Warrants
independently or together with Common Shares, Debt Securities, or Subscription
Receipts, and the Warrants may be attached to or separate from such securities.
The Warrants will be evidenced by warrant certificates and may
be issued under one or more warrant indentures, which are contracts between our
Company and a warrant trustee for the holders of the Warrants. We may also
choose to act as our own warrant trustee. In this Prospectus, we have summarized
certain general features of the Warrants under Description of Warrants. We
urge you, however, to read any Prospectus Supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of
Warrants being offered, as well as the warrant certificates and, if applicable,
the warrant indentures, that contain the terms of the Warrants. Specific warrant
certificates and, if applicable, warrant indentures, will contain additional
important terms and provisions and will be filed as exhibits to the registration
statement of which this Prospectus is a part, or incorporated by reference from
a current report on Form 8-K that we file with the SEC.
Subscription Receipts
We may issue Subscription Receipts, which will entitle holders
to receive upon satisfaction of certain release conditions and for no additional
consideration, Common Shares, Debt Securities, Warrants or any combination
thereof. Subscription Receipts will be issued pursuant to one or more
subscription receipt agreements, each to be entered into between our Company and
an escrow agent, which will establish the terms and conditions of the
Subscription Receipts. Each escrow agent will be a financial institution
organized under the laws of the United States or any state thereof, or Canada or
a province thereof, and authorized to carry on business as a trustee. A copy of
the form of subscription receipt agreement will be filed as an exhibit to the
registration statement of which this Prospectus is a part, or will be
incorporated by reference from a current report on Form 8-K that we file with
the SEC.
Units
We may offer Units consisting of Common Shares, Debt
Securities, Warrants and/or Subscription Receipts to purchase any of such
securities in one or more series. In this Prospectus, we have summarized certain
general features of the Units under Description of Units. We urge you,
however, to read any Prospectus Supplement and any free writing prospectus that
we may authorize to be provided to you related to the series of Units being
offered. We may evidence each series of units by unit certificates that we will
issue under a separate unit agreement with a unit agent. We may also choose to
act as our own unit agent. We will file as exhibits to the registration
statement of which this Prospectus is a part, or will incorporate by reference
from a current report on Form 8-K that we file with the SEC, any unit agreements
that describe the terms of the series of Units we are offering before the
issuance of the related series of Units.
THIS PROSPECTUS MAY NOT BE USED TO OFFER OR SELL ANY
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
6
RISK FACTORS
An investment in our common stock involves a number of
very significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this prospectus in evaluating
our company and its business before purchasing shares of our common stock. Our
business, operating results and financial condition could be seriously harmed
due to any of the following risks. The risks described below may not be all of
the risks facing our company. Additional risks not presently known to us or that
we currently consider immaterial may also impair our business operations. You
could lose all or part of your investment due to any of these risks.
Risks Related to Our Company and Business
Evaluating our future performance may be difficult since
we have a limited financial and operating history, with significant negative
cash flow and net losses to date. Furthermore, our long-term success will depend
ultimately on our ability to achieve and maintain profitability and to develop
positive cash flow from our mining activities.
Uranium Energy Corp. was incorporated under the laws of the
State of Nevada on May 16, 2003 and since 2004, we have been engaged in uranium
mining and related activities, including exploration, pre-extraction, extraction
and processing on projects located in the United States and Paraguay. In
November 2010, we commenced uranium extraction utilizing in-situ recovery for
the first time at the Palangana Mine and processed those materials at the Hobson
Facility into drums of U
3
O
8
, our only sales product and
source of revenue. We generated revenues from sales of U
3
O
8
during Fiscal 2013 and 2012, with no revenues generated prior to Fiscal
2012. We also hold uranium projects in various stages of exploration and
pre-extraction in the States of Arizona, Colorado, New Mexico, Texas and Wyoming
and in Paraguay.
We have a history of significant negative cash flow and
accumulated deficit since inception to October 31, 2013 of $148.6 million,
incurring a net loss of $5.9 million for the three months ended October 31,
2013. For Fiscal 2013, 2012 and 2011, we incurred net losses of $21.9 million,
$25.1 million and $27.4 million, respectively. Although we generated revenues
from sales of uranium concentrates during Fiscal 2013 and 2012 of $9.0 million
and $13.8 million, respectively, we have yet to achieve profitability or develop
positive cash flow from operations. Furthermore, we do not expect to achieve
profitability or develop positive cash flow from operations in the near term,
which may never happen. Historically, we have been reliant primarily on equity
financings and, more recently, on debt financing to fund our operations and we
expect this reliance to continue for the foreseeable future. As a result of our
limited financial and operating history, including our significant negative cash
flow and net losses to date, it may be difficult to evaluate our future
performance.
Our long-term success, including the recoverability of the
carrying values of our assets and our ability to acquire additional uranium
projects and continue with exploration, pre-extraction and mining activities on
our existing uranium projects, will depend ultimately on our ability to achieve
and maintain profitability and to develop positive cash flow from our operations
by establishing ore bodies that contain commercially recoverable uranium and to
develop these into profitable mining activities. The economic viability of our
mining activities has many risks and uncertainties including, but not limited
to: (i) a significant, prolonged decrease in the market price of uranium; (ii)
difficulty in marketing and/or selling uranium concentrates; (iii) significantly
higher than expected capital costs to construct the mine and/or processing
plant; (iv) significantly higher than expected extraction costs; (v)
significantly lower than expected uranium extraction; (vi) significant delays,
reductions or stoppages of uranium extraction activities; and (vi) the
introduction of significantly more stringent regulatory laws and regulations.
Our mining activities may change as a result of any one or more of these risks
and uncertainties and there is no assurance that any ore body that we extract
mineralized materials from will result in profitable mining activities.
7
Our operations are capital intensive, and we will require
significant additional financing to acquire additional uranium projects and
continue with our exploration and pre-extraction activities on our existing
uranium projects. There is no assurance, however, that we will be successful in
securing any form of additional financing when required and on terms favorable
to us.
Our operations are capital intensive, and we will require
significant additional financing to acquire additional uranium projects and
continue with our exploration and pre-extraction activities which include
assaying, drilling, geological and geochemical analysis and mine construction
costs. In the absence of such additional financing, we would not be able to fund
our operations, including continuing with our exploration and pre-extraction
activities, which may result in delay, curtailment or abandonment of any one or
all of our uranium projects.
Historically, we have been reliant primarily on equity
financings from the sale of our common stock and, more recently, on debt
financing to fund our operations. We have filed a Form S-3 Shelf Registration
Statement that became effective September 2, 2011 which provides for the public
offer and sale of certain securities of our Company from time to time, at our
discretion, for gross proceeds of up to $50 million, of which approximately
$34.4 million has been utilized (approximately $22.5 million pursuant to an
offering of shares on April 10, 2012, approximately $7.1 million pursuant to an
offering of units consisting of shares and warrants on October 23, 2013, and
approximately $4.8 million representing the aggregate exercise price to purchase
warrant shares upon exercise of the warrants issued as part of such units,
although there is no guarantee that any of such warrants will be exercised),
leaving approximately $15.6 million available. We filed a further registration
statement pursuant to Rule 462(b) on December 31, 2013 to register securities
representing an additional 20% of such remaining amount, that is, an additional
approximately $3.1 million. Such $15.6 million and further $3.1 million (for a
total of approximately $18.7 million) are earmarked to be utilized under an
at-the-market share offering contemplated by a prospectus filed by the Company
on December 31, 2013, although there is no guarantee that any shares will be
sold thereunder. We have also entered into a Credit Agreement dated July 30,
2013 which provides for a $20 million secured credit facility, pursuant to which
we have drawn down $10 million in principal.
Although we have also generated cash flow from our mining
activities during Fiscal 2013 and 2012, our reliance on equity and debt
financings is expected to continue for the foreseeable future. We caution that
the availability of future financing will be dependent on many factors,
including but not limited to general market conditions and the market value of
our common stock. We may also be required to seek other forms of financing, such
as joint venture arrangements, to continue advancing our uranium projects. A
joint venture would depend entirely on our ability to find one or more suitable
third parties willing to enter into such an arrangement, and would typically
require us to assign a percentage interest in the mineral project to the joint
venture participants.
Factors beyond our control such as, but not limited to,
volatility in the global financial markets affecting our stock price, the status
of the worldwide economy and the market price of uranium may pose significant
challenges to our ability to access additional financing, including access to
the equity and credit markets. There is no assurance that we will be successful
in securing any form of additional financing when required and on terms
favorable to us.
Restrictive covenants in the credit agreement governing
our indebtedness may restrict our ability to pursue our business
strategies.
Under our $20 million secured credit facility, we received
initial funding in the amount of $10 million, with an additional $5 million
available for draw-down pursuant to a second advance and a further additional $5
million available for draw-down pursuant to a third advance, in each case in
accordance with the terms of a credit agreement. The credit agreement includes
restrictive covenants that, among other things, limit our ability to sell the
assets securing our indebtedness or to incur additional indebtedness other than
permitted indebtedness, which may restrict our ability to pursue certain
business strategies from time to time. If we do not comply with these covenants,
we could be in default which, if not addressed or waived, could require
accelerated repayment of our indebtedness.
8
If we are unable to service our indebtedness, we could
lose the assets securing our indebtedness.
Our ability to make scheduled payments depends on our financial
condition and operating performance, which are subject to prevailing economic,
competitive, legislative and regulatory conditions beyond our control. We may be
unable to generate a level of cash flow from operating activities sufficient to
permit us to pay the principal, interest and standby fees on our indebtedness.
If we cannot make scheduled payments on our debt, we will be in
default which, if not addressed or waived, could require accelerated repayment
of our indebtedness and the enforcement by the lenders against the assets
securing our indebtedness. Our credit facility is secured by our Hobson
Processing Facility and the Goliad mineral leases, and in the event of the
advance of the final $5 million, would be required to be secured by our
Palangana mineral leases. These are key assets on which our business is
substantially dependent and as such, the enforcement against any one or all of
these assets would have a material adverse effect on our operations and
financial condition.
Our uranium extraction and sales history is limited, with
our uranium extraction originating from a single uranium mine. Our ability to
continue generating revenue is subject to a number of factors, any one or more
of which may adversely affect our revenues, results of operations and financial
condition
.
We have a limited history of uranium extraction and generating
revenue. In November 2010, we commenced uranium extraction at a single uranium
mine, the Palangana Mine, which has been our sole source for the uranium
concentrates sold to generate our revenues during Fiscal 2013 and 2012, with no
revenues generated prior to Fiscal 2012. Our ability to continue generating
revenue from the Palangana Mine is subject to a number of factors which include,
but are not limited to, (i) a significant, prolonged decrease in the market
price of uranium; (ii) difficulty in marketing and/or selling uranium
concentrates; (iii) significantly higher than expected capital costs to
construct the mine and/or processing plant; (iv) significantly higher than
expected extraction costs; (v) significantly lower than expected uranium
extraction; (vi) significant delays, reductions or stoppages of uranium
extraction activities; and (vii) the introduction of significantly more
stringent regulatory laws and regulations. Furthermore, continued mining
activities at the Palangana Mine will eventually deplete the Palangana Mine or
become uneconomical, and if we are unable to directly acquire or develop our
existing uranium projects into additional uranium mines from which we can
commence uranium extraction, it will negatively impact our ability to continue
generating revenues. Any one or more of these occurrences may adversely affect
our results of operations and financial condition.
Uranium exploration and pre-extraction programs and
mining activities are inherently subject to numerous significant risks and
uncertainties, and actual results may differ significantly from expectations or
anticipated amounts. Furthermore, exploration programs conducted on our uranium
projects may not result in the establishment of ore bodies that contain
commercially recoverable uranium.
Uranium exploration and pre-extraction programs and mining
activities are inherently subject to numerous significant risks and
uncertainties, many beyond our control, including, but not limited to: (i)
unanticipated ground and water conditions and adverse claims to water rights;
(ii) unusual or unexpected geological formations; (iii) metallurgical and other
processing problems; (iv) the occurrence of unusual weather or operating
conditions and other force majeure events; (v) lower than expected ore grades;
(vi) industrial accidents; (vii) delays in the receipt of or failure to receive
necessary government permits; (viii) delays in transportation; (ix) availability
of contractors and labor; (x) government permit restrictions and regulation
restrictions; (xi) unavailability of materials and equipment; and (xii) the
failure of equipment or processes to operate in accordance with specifications
or expectations. These risks and uncertainties could result in: delays,
reductions or stoppages in our mining activities; increased capital and/or
extraction costs; damage to, or destruction of, our mineral projects, extraction
facilities or other properties; personal injuries; environmental damage;
monetary losses; and legal claims.
Success in uranium exploration is dependent on many factors,
including, without limitation, the experience and capabilities of a companys
management, the availability of geological expertise and the availability of
sufficient funds to conduct the exploration program. Even if an exploration
program is successful and commercially recoverable uranium is established, it may take a
number of years from the initial phases of drilling and identification of the
mineralization until extraction is possible, during which time the economic
feasibility of extraction may change such that the uranium ceases to be
economically recoverable. Uranium exploration is frequently non-productive due,
for example, to poor exploration results or the inability to establish ore
bodies that contain commercially recoverable uranium, in which case the uranium
project may be abandoned and written-off. Furthermore, we will not be able to
benefit from our exploration efforts and recover the expenditures that we incur
on our exploration programs if we do not establish ore bodies that contain
commercially recoverable uranium and develop these uranium projects into
profitable mining activities, and there is no assurance that we will be
successful in doing so for any of our uranium projects.
9
Whether an ore body contains commercially recoverable uranium
depends on many factors including, without limitation: (i) the particular
attributes, including material changes to those attributes, of the deposit such
as size, grade, recovery rates and proximity to infrastructure; (ii) the market
price of uranium, which may be volatile; and (iii) government regulations and
regulatory requirements including, without limitation, those relating to
environmental protection, permitting and land use, taxes, land tenure and
transportation.
We have not established proven or probable reserves
through the completion of a final or bankable feasibility study for any of
our uranium projects, including the Palangana Mine. Furthermore, we have no
plans to establish proven or probable reserves for any of our uranium projects
for which we plan on utilizing in-situ recovery (ISR) mining, such as the
Palangana Mine. Since we commenced extraction of mineralized materials at the
Palangana Mine without having established proven and probable reserves, it may
result in our mining activities at the Palangana Mine, and at any future uranium
projects for which proven and probable reserves are not established, being
inherently riskier than other mining activities for which proven and probable
reserves have been established.
We have established the existence of mineralized materials for
certain uranium projects, including the Palangana Mine. We have not established
proven or probable reserves, as defined by the SEC under Industry Guide 7,
through the completion of a final or bankable feasibility study for any of
our uranium projects, including the Palangana Mine. Furthermore, we have no
plans to establish proven or probable reserves for any of our uranium projects
for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we
commenced uranium extraction at the Palangana Mine without having established
proven or probable reserves, there may be greater inherent uncertainty as to
whether or not any mineralized material can be economically extracted as
originally planned and anticipated. Any mineralized materials established or
extracted from the Palangana Mine should not be in any way associated with
having established or produced from proven or probable reserves.
Since we are in the Exploration Stage, pre-production
expenditures including those related to pre-extraction activities are expensed
as incurred, the effects of which may result in our consolidated financial
statements not being directly comparable to the financial statements of
companies in the Production Stage.
Despite the fact that we commenced uranium extraction at the
Palangana Mine in November 2010, we remain in the Exploration Stage as defined
under Industry Guide 7, and will continue to remain in the Exploration Stage
until such time proven or probable reserves have been established, which may
never occur. We prepare our consolidated financial statements in accordance with
United States generally accepted accounting principles (U.S. GAAP) under which
acquisition costs of mineral rights are initially capitalized as incurred while
pre-production expenditures are expensed as incurred until such time we exit the
Exploration Stage. Expenditures relating to exploration activities are expensed
as incurred and expenditures relating to pre-extraction activities are expensed
as incurred until such time proven or probable reserves are established for that
uranium project, after which subsequent expenditures relating to mine
development activities for that particular project are capitalized as incurred.
We have neither established nor have any plans to establish
proven or probable reserves for our uranium projects for which we plan on
utilizing ISR mining, such as the Palangana Mine. Companies in the Production
Stage as defined by the SEC under Industry Guide 7, having established proven
and probable reserves and exited the Exploration Stage, typically capitalize
expenditures relating to ongoing development activities, with corresponding
depletion calculated over proven and probable reserves using the units-of-production method and allocated to future
reporting periods to inventory and, as that inventory is sold, to cost of goods
sold. As we are in the Exploration Stage, it has resulted in us reporting larger
losses than if we had been in the Production Stage due to the expensing, instead
of capitalizing, of expenditures relating to ongoing mill and mine
pre-extraction activities. Additionally, there would be no corresponding
amortization allocated to our future reporting periods since those costs would
have been expensed previously, resulting in both lower inventory costs and cost
of goods sold and results of operations with higher gross profits and lower
losses than if we had been in the Production Stage. Any capitalized costs, such
as acquisition costs of mineral rights, are depleted over the estimated
extraction life using the straight-line method. As a result, our consolidated
financial statements may not be directly comparable to the financial statements
of companies in the Production Stage.
10
We have recorded estimated reclamation obligations
relating to our uranium projects which may be exceeded by the actual reclamation
costs when incurred in the future.
We are responsible for certain reclamation obligations in the
future, primarily for the Hobson Facility and the Palangana Mine, and have
recorded a liability on our balance sheet to recognize such estimated
reclamation costs. There is a risk, however, that the actual reclamation costs
when incurred in the future will exceed the estimated amounts recorded, which
will adversely affect our results of operations and financial performance.
We do not insure against all of the risks we face in our
operations.
In general, where coverage is available and not prohibitively
expensive relative to the perceived risk, we will maintain insurance against
such risk, subject to exclusions and limitations. We currently maintain
insurance against general commercial liability claims and certain physical
assets used in our operations, subject to exclusions and limitations, however,
we do not maintain insurance to cover all of the potential risks and hazards
associated with our operations. We may be subject to liability for
environmental, pollution or other hazards associated with our exploration,
pre-extraction and extraction activities, which risks may not be insured
against, which may exceed the limits of our insurance coverage or which we may
elect not to insure against because of high premiums or other reasons.
Furthermore, we cannot provide assurance that any insurance coverage we
currently have will continue to be available at reasonable premiums or that such
insurance will adequately cover any resulting liability.
Acquisitions that we may make from time to time could
have an adverse impact on us.
From time to time, we examine opportunities to acquire
additional mining assets and businesses. Any acquisition that we may choose to
complete may be of a significant size, may change the scale of our business and
operations, and may expose us to new geographic, political, operating, financial
and geological risks. Our success in our acquisition activities depends on our
ability to identify suitable acquisition candidates, negotiate acceptable terms
for any such acquisition, and integrate the acquired operations successfully
with those of our Company. Any acquisitions would be accompanied by risks which
could have a material adverse effect on our business. For example, there may be
a significant change in commodity prices after we have committed to complete the
transaction and established the purchase price or exchange ratio; a material ore
body may prove to be below expectations; we may have difficulty integrating and
assimilating the operations and personnel of any acquired companies, realizing
anticipated synergies and maximizing the financial and strategic position of the
combined enterprise, and maintaining uniform standards, policies and controls
across the organization; the integration of the acquired business or assets may
disrupt our ongoing business and our relationships with employees, customers,
suppliers and contractors; and the acquired business or assets may have unknown
liabilities which may be significant. In the event that we choose to raise debt
capital to finance any such acquisition, our leverage will be increased. If we
choose to use equity as consideration for such acquisition, existing
shareholders may suffer dilution. Alternatively, we may choose to finance any
such acquisition with our existing resources. There can be no assurance that we
would be successful in overcoming these risks or any other problems encountered
in connection with such acquisitions.
11
The uranium industry is subject to numerous stringent
laws, regulations and standards, including environmental protection laws and
regulations. If any changes occur that would make these laws, regulations and
standards more stringent, it may require capital outlays in excess of those
anticipated or cause substantial delays, which would have a material adverse
effect on our operations.
Uranium exploration and pre-extraction programs and mining
activities are subject to numerous stringent laws, regulations and standards at
the federal, state, and local levels governing permitting, pre-extraction,
extraction, exports, taxes, labor standards, occupational health, waste
disposal, protection and reclamation of the environment, protection of
endangered and protected species, mine safety, hazardous substances and other
matters. Our compliance with these requirements requires significant financial
and personnel resources.
The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the
United States or any other applicable jurisdiction, may change or be applied or
interpreted in a manner which may also have a material adverse effect on our
operations. The actions, policies or regulations, or changes thereto, of any
government body or regulatory agency or special interest group, may also have a
material adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining
activities are subject to stringent environmental protection laws and
regulations at the federal, state, and local levels. These laws and regulations,
which include permitting and reclamation requirements, regulate emissions, water
storage and discharges and disposal of hazardous wastes. Uranium mining
activities are also subject to laws and regulations which seek to maintain
health and safety standards by regulating the design and use of mining methods.
Various permits from governmental and regulatory bodies are required for mining
to commence or continue, and no assurance can be provided that required permits
will be received in a timely manner.
Our compliance costs including the posting of surety bonds
associated with environmental protection laws and regulations and health and
safety standards have been significant to date, and are expected to increase in
scale and scope as we expand our operations in the future. Furthermore,
environmental protection laws and regulations may become more stringent in the
future, and compliance with such changes may require capital outlays in excess
of those anticipated or cause substantial delays, which would have a material
adverse effect on our operations.
To the best of our knowledge, our operations are in compliance,
in all material respects, with all applicable laws, regulations and standards.
If we become subject to liability for any violations, we may not be able or may
elect not to insure against such risk due to high insurance premiums or other
reasons. Where coverage is available and not prohibitively expensive relative to
the perceived risk, we will maintain insurance against such risk, subject to
exclusions and limitations. However, we cannot provide any assurance that such
insurance will continue to be available at reasonable premiums or that such
insurance will be adequate to cover any resulting liability.
We may not be able to obtain or maintain necessary
licenses.
Our exploration and mining activities are dependent upon the
grant of appropriate authorizations, licences, permits and consents, as well as
continuation of these authorizations, licences, permits and consents already
granted, which may be granted for a defined period of time, or may not be
granted or may be withdrawn or made subject to limitations. There can be no
assurance that all necessary authorizations, licences, permits and consents will
be granted to us, or that authorizations, licences, permits and consents already
granted will not be withdrawn or made subject to limitations.
Major nuclear incidents may have adverse effects on the
nuclear and uranium industries.
The nuclear incident that occurred in Fukushima, Japan in March
2011 had significant and adverse effects on both the nuclear and uranium
industries. If another nuclear incident were to occur, it may have further
adverse effects for both industries. Public opinion of nuclear power as a source
of electricity generation may be adversely affected, which may cause governments
of certain countries to further increase regulation for the nuclear industry,
reduce or abandon current reliance on nuclear power or reduce or abandon
existing plans for nuclear power expansion. Any one of these occurrences
has the potential to reduce current and/or future demand for nuclear power,
resulting in lower demand for uranium and lower market prices for uranium,
adversely affecting the Companys operations and prospects. Furthermore, the
growth of the nuclear and uranium industries is dependent on continuing and
growing public support of nuclear power as a source of electricity generation.
12
The marketability of uranium concentrates will be
affected by numerous factors beyond our control which may result in our
inability to receive an adequate return on our invested capital.
The marketability of uranium concentrates extracted by us will
be affected by numerous factors beyond our control. These factors include
macroeconomic factors, fluctuations in the market price of uranium, governmental
regulations, land tenure and use, regulations concerning the importing and
exporting of uranium and environmental protection regulations. The future
effects of these factors cannot be accurately predicted, but any one or a
combination of these factors may result in our inability to receive an adequate
return on our invested capital.
The uranium industry is highly competitive and we may not
be successful in acquiring additional projects.
The uranium industry is highly competitive, and our competition
includes larger, more established companies with longer operating histories that
not only explore for and produce uranium, but also market uranium and other
products on a regional, national or worldwide basis. Due to their greater
financial and technical resources, we may not be able to acquire additional
uranium projects in a competitive bidding process involving such companies.
Additionally, these larger companies have greater resources to continue with
their operations during periods of depressed market conditions.
We hold mineral rights in foreign jurisdictions which
could be subject to additional risks due to political, taxation, economic and
cultural factors.
We hold certain mineral rights located in Paraguay through the
acquisition of Piedra Rica Mining S.A. and Transandes Paraguay S.A., both
companies incorporated in Paraguay. Operations in foreign jurisdictions outside
of the U.S. and Canada, especially in developing countries, may be subject to
additional risks as they may have different political, regulatory, taxation,
economic and cultural environments that may adversely affect the value or
continued viability of our rights. These additional risks include, but are not
limited to: (i) changes in governments or senior government officials; (ii)
changes to existing laws or policies on foreign investments, environmental
protection, mining and ownership of mineral interests; (iii) renegotiation,
cancellation, expropriation and nationalization of existing permits or
contracts; (iv) foreign currency controls and fluctuations; and (v) civil
disturbances, terrorism and war.
In the event of a dispute arising at our foreign operations in
Paraguay, we may be subject to the exclusive jurisdiction of foreign courts or
may not be successful in subjecting foreign persons to the jurisdiction of the
courts in the United States or Canada. We may also be hindered or prevented from
enforcing our rights with respect to a government entity or instrumentality
because of the doctrine of sovereign immunity. Any adverse or arbitrary decision
of a foreign court may have a material and adverse impact on our business,
prospects, financial condition and results of operations.
There is no guarantee that title to our mineral property
interests will not be challenged.
Although we have taken reasonable measures to ensure proper
title to our interests in mineral properties and other assets, there is no
guarantee that the title to any of such interests will not be challenged. No
assurance can be given that we will be able to secure the grant or the renewal
of existing mineral rights and tenures on terms satisfactory to us, or that
governments in the jurisdictions in which we operate will not revoke or
significantly alter such rights or tenures or that such rights or tenures will
not be challenged or impugned by third parties, including local governments,
aboriginal peoples or other claimants. Our mineral properties may be subject to
prior unregistered agreements, transfers or claims, and title may be affected
by, among other things, undetected defects. A successful challenge to the
precise area and location of our claims could result in us being unable to operate on our
properties as permitted or being unable to enforce our rights with respect to
our properties.
13
Due to the nature of our business, we may be subject to
legal proceedings which may divert managements time and attention from our
business and result in substantial damage awards.
Due to the nature of our business, we may be subject to
numerous regulatory investigations, civil claims, lawsuits and other proceedings
in the ordinary course of our business including those described from time to
time in our annual reports on Form 10-K and our quarterly reports on Form 10-Q
under the heading, Legal Proceedings. No reserves have been established for
any potential liability relating to these lawsuits. The outcome of these
lawsuits is uncertain and subject to inherent uncertainties, and the actual
costs to be incurred will depend upon many unknown factors. We may be forced to
expend significant resources in the defense of these suits, and we may not
prevail. Defending against these and other lawsuits in the future may not only
require us to incur significant legal fees and expenses, but may become
time-consuming for us and detract from our ability to fully focus our internal
resources on our business activities. The results of any legal proceeding cannot
be predicted with certainty due to the uncertainty inherent in litigation, the
difficulty of predicting decisions of regulators, judges and juries and the
possibility that decisions may be reversed on appeal. There can be no assurances
that these matters will not have a material adverse effect on our business,
results of operations or financial position.
We depend on certain key personnel, and our success will
depend on our continued ability to retain and attract such qualified
personnel.
Our success is dependent on the efforts, abilities and
continued service of certain senior officers and key employees and consultants.
A number of our key employees and consultants have significant experience in the
uranium industry. A loss of service from any one of these individuals may
adversely affect our operations, and we may have difficulty or may not be able
to locate and hire a suitable replacement.
Certain directors and officers may be subject to
conflicts of interest.
The majority of our directors and officers are involved in
other business ventures including similar capacities with other private or
publicly-traded companies. Such individuals may have significant
responsibilities to these other business ventures, including consulting
relationships, which may require significant amounts of their available time.
Conflicts of interest may include decisions on how much time to devote to our
business affairs and what business opportunities should be presented to us. Our
Code of Business Conduct for Directors, Officers and Employees provides for
guidance on conflicts of interest.
The laws of the State of Nevada and our Articles of
Incorporation may protect our directors and officers from certain types of
lawsuits.
The laws of the State of Nevada provide that our directors and
officers will not be liable to the Company or its stockholders for monetary
damages for all but certain types of conduct as directors and officers of the
Company. Our Bylaws provide for broad indemnification powers to all persons
against all damages incurred in connection with our business to the fullest
extent provided or allowed by law. These indemnification provisions may require
us to use our limited assets to defend our directors and officers against
claims, and may have the effect of preventing stockholders from recovering
damages against our directors and officers caused by their negligence, poor
judgment or other circumstances.
Several of our directors and officers are residents
outside of the U.S., and it may be difficult for stockholders to enforce within
the U.S. any judgments obtained against such directors or officers.
Several of our directors and officers are nationals and/or residents of
countries other than the U.S., and all or a substantial portion of such persons
assets are located outside of the U.S. As a result, it may be difficult for
investors to effect service of process on such directors and officers, or
enforce within the U.S. any judgments obtained against such directors and
officers, including judgments predicated upon the civil liability provisions of
the securities laws of the U.S. or any state thereof. Consequently, stockholders
may be effectively prevented from pursuing remedies against such directors and
officers under U.S. federal securities laws. In addition, stockholders may not be able to
commence an action in a Canadian court predicated upon the civil liability
provisions under U.S. federal securities laws. The foregoing risks also apply to
those experts identified in this document that are not residents of the U.S.
14
Disclosure controls and procedures and internal control
over financial reporting, no matter how well designed and operated, are designed
to obtain reasonable, and not absolute, assurance as to its reliability and
effectiveness.
Managements evaluation on the effectiveness of disclosure
controls and procedures is designed to ensure that information required for
disclosure in our public filings is recorded, processed, summarized and reported
on a timely basis to our senior management, as appropriate, to allow timely
decisions regarding required disclosure. Managements report on internal control
over financial reporting is designed to provide reasonable assurance that
transactions are properly authorized, assets are safeguarded against
unauthorized or improper use and transactions are properly recorded and
reported. Any system of controls, no matter how well designed and operated, is
based in part upon certain assumptions designed to obtain reasonable, and not
absolute, assurance as to its reliability and effectiveness.
Risks Related to Our Common Stock
Historically, the market price of our common stock has
been and may continue to fluctuate significantly.
On September 28, 2007, our common stock commenced trading on
the NYSE MKT (formerly known as the American Stock Exchange and the NYSE Amex
Equities Exchange) and prior to that, traded on the OTC Bulletin Board.
The global markets have experienced significant and increased
volatility, especially over the recent past, which have been impacted by the
effects of mass sub-prime mortgage defaults and liquidity problems of the
asset-backed commercial paper market, resulting in a number of large financial
institutions requiring government bailouts or filing for bankruptcy. The effects
of these past events and any similar events in the future may continue to or
further affect the global markets, which may directly affect the market price of
our common stock and our accessibility for additional financing. Although this
volatility may be unrelated to specific company performance, it can have an
adverse effect on the market price of our shares which, historically, has
fluctuated significantly and may continue to do so in the future.
In addition to the volatility associated with general economic
trends and market conditions, the market price of our common stock could decline
significantly due to the impact of any one or more events, including, but not
limited to, the following: (i) volatility in the uranium market; (ii) occurrence
of a major nuclear incident such as the events in Fukushima, Japan in March
2011; (iii) changes in the outlook for the nuclear power and uranium industries;
(iv) failure to meet market expectations on our exploration, pre-extraction or
extraction activities, including abandonment of key uranium projects; (v) sales
of a large number of our shares held by certain stockholders including
institutions and insiders; (vi) downward revisions to previous estimates on us
by analysts; (vii) removal from market indices; (viii) legal claims brought
forth against us; and (ix) introduction of technological innovations by
competitors or in competing technologies.
A prolonged decline in the market price of our common
stock could affect our ability to obtain additional financing which would
adversely affect our operations.
Historically, we have relied on equity financing and more
recently, on debt financing, as primary sources of financing. A prolonged
decline in the market price of our common stock or a reduction in our
accessibility to the global markets may result in our inability to secure
additional financing which would have an adverse effect on our operations.
15
Additional issuances of our common stock may result in
significant dilution to our existing shareholders and reduce the market value of
their investment.
We are authorized to issue 750,000,000 shares of common stock
of which 89,696,759 shares were issued and outstanding as of January 9, 2014.
Future issuances for financings, mergers and acquisitions, exercise of stock
options and share purchase warrants and for other reasons may result in
significant dilution to and be issued at prices substantially below the price
paid for our shares held by our existing stockholders. Significant dilution
would reduce the proportionate ownership and voting power held by our existing
stockholders, and may result in a decrease in the market price of our shares.
We also filed a Form S-3 Shelf Registration Statement that
became effective September 2, 2011 which provides for the public offer and sale
of certain securities of our Company from time to time, at our discretion, for
gross proceeds of up to $50 million, of which approximately $34.4 million has
been utilized (approximately $22.5 million pursuant to an offering of shares on
April 10, 2012, approximately $7.1 million pursuant to an offering of units
consisting of shares and warrants on October 23, 2013, and approximately $4.8
million representing the aggregate exercise price to purchase warrant shares
upon exercise of the warrants issued as part of such units, although there is no
guarantee that any of such warrants will be exercised), leaving approximately
$15.6 million available. We filed a further registration statement pursuant to
Rule 462(b) on December 31, 2013 to register securities representing an
additional 20% of such remaining amount, that is, an additional approximately
$3.1 million. Such $15.6 million and further $3.1 million (for a total of
approximately $18.7 million) are earmarked to be utilized under an at-the-market
share offering contemplated by a prospectus filed by the Company on December 31,
2013, although there is no guarantee that any shares will be sold
thereunder.
We are subject to the Continued Listing Criteria of the
NYSE MKT and our failure to satisfy these criteria may result in delisting of
our common stock
.
Our common stock is currently listed on the NYSE MKT. In order
to maintain this listing, we must maintain certain share prices, financial and
share distribution targets, including maintaining a minimum amount of
shareholders equity and a minimum number of public shareholders. In addition to
these objective standards, the NYSE MKT may delist the securities of any issuer
if, in its opinion, the issuers financial condition and/or operating results
appear unsatisfactory; if it appears that the extent of public distribution or
the aggregate market value of the security has become so reduced as to make
continued listing on the NYSE MKT inadvisable; if the issuer sells or disposes
of principal operating assets or ceases to be an operating company; if an issuer
fails to comply with the NYSE MKTs listing requirements; if an issuers common
stock sells at what the NYSE MKT considers a low selling price and the issuer
fails to correct this via a reverse split of shares after notification by the
NYSE MKT; or if any other event occurs or any condition exists which makes
continued listing on the NYSE MKT, in its opinion, inadvisable.
If the NYSE MKT delists our common stock, investors may face
material adverse consequences, including, but not limited to, a lack of trading
market for our securities, reduced liquidity, decreased analyst coverage of our
securities, and an inability for us to obtain additional financing to fund our
operations.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated herein by
reference contain forward-looking-statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
concern our anticipated results and developments in our operations in future
periods, planned exploration and, if warranted, development of our properties,
plans related to our business and other matters that may occur in the future.
These statements relate to analyses and other information that are based on
forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.
Any statements that express or involve discussions with respect
to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words
or phrases such as expects or does not expect, is expected, anticipates
or does not anticipate, plans, estimates or intends, or stating that certain
actions, events or results may, could, would, might or will be taken,
occur or be achieved) are not statements of historical fact and may be
forward-looking statements. Forward-looking statements are subject to a variety
of known and unknown risks, uncertainties and other factors which could cause
actual events or results to differ from those expressed or implied by the
forward-looking statements, including, without limitation:
16
|
|
our need for additional financing;
|
|
|
|
|
|
our exploration activities may not result in
commercially exploitable quantities of ore on our mineral properties;
|
|
|
|
|
|
the risks inherent in the exploration for
minerals such as geologic formation, weather, accidents, equipment
failures and governmental restrictions;
|
|
|
|
|
|
our limited operating history;
|
|
|
|
|
|
our history of operating losses;
|
|
|
|
|
|
the potential for environmental damage;
|
|
|
|
|
|
our lack of insurance coverage;
|
|
|
|
|
|
the competitive environment in which we
operate;
|
|
|
|
|
|
the level of government regulation, including
environmental regulation;
|
|
|
|
|
|
changes in governmental regulation and
administrative practices;
|
|
|
|
|
|
our dependence on key personnel;
|
|
|
|
|
|
conflicts of interest of our directors and
officers;
|
|
|
|
|
|
our ability to fully implement our business
plan;
|
|
|
|
|
|
our ability to effectively manage our growth;
and
|
|
|
|
|
|
other regulatory, legislative and judicial
developments.
|
This list is not exhaustive of the factors that may affect our
forward-looking statements. Some of the important risks and uncertainties that
could affect forward-looking statements are described further under the sections
titled Risk Factors of this Prospectus. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We disclaim
any obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
We qualify all the forward-looking statements contained in
this Prospectus by the foregoing cautionary statements.
RATIO OF EARNINGS TO FIXED CHARGES
We did not have any fixed charges during the five fiscal years
ended July 31, 2013 or for the three months ended October 31, 2013. Accordingly,
we have no ratio of earnings to fixed charges to illustrate for such periods.
USE OF PROCEEDS
Except as otherwise provided in the applicable Prospectus
Supplement, we intend to use the net proceeds from the sale of the Securities
covered by this Prospectus for general corporate purposes, which may include working capital, capital expenditures, acquisitions,
exploration and development of existing or acquired mineral properties or
repayment of indebtedness.
17
DESCRIPTION OF COMMON SHARES
We are authorized to issue 750,000,000 common shares with a par
value of $0.001. Upon liquidation, dissolution or winding up of our Company, the
holders of our common shares are entitled to share ratably in all net assets
available for distribution to common stockholders after payment to creditors.
Our common stock is not convertible or redeemable and has no preemptive,
subscription or conversion rights. Each outstanding share of common stock is
entitled to one vote on all matters submitted to a vote of stockholders. There
are no cumulative voting rights.
The holders of outstanding shares of common stock are entitled
to receive dividends out of assets legally available therefore at such times and
in such amounts as our board of directors may from time to time determine.
Holders of common stock will share equally on a per share basis in any dividend
declared by the board of directors. We have not paid any dividends on our common
stock and do not anticipate paying any cash dividends on such stock in the
foreseeable future.
We may, from time to time, issue Common Shares or other
securities otherwise than through the Offering of Securities pursuant to this
Prospectus.
DESCRIPTION OF DEBT SECURITIES
We may issue Debt Securities in one or more series under an
indenture (the Indenture), to be entered into between us and Transfer Online,
Inc. as trustee.
The Indenture will be subject to and governed by the
United States Trust Indenture Act of 1939, as amended (the Trust Indenture
Act). A copy of the form of the Indenture will be filed with the SEC as an
exhibit to the registration statement of which this Prospectus forms a part and
will be filed on SEDAR. The following description sets forth certain general
terms and provisions of the Debt Securities and is not intended to be complete.
For a more complete description, prospective investors should refer to the
Indenture and the terms of the Debt Securities. If Debt Securities are issued,
we will describe in the applicable Prospectus Supplement the particular terms
and provisions of any series of Debt Securities and a description of how the
general terms and provisions described below may apply to that series of Debt
Securities. Prospective investors should rely on information in the applicable
Prospectus Supplement and not on the following information to the extent that
the information in such Prospectus Supplement is different from the following
information. We will file as exhibits to the registration statement of which
this Prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, any supplemental indenture
describing the terms and conditions of Debt Securities we are offering before
the issuance of such Debt Securities.
We may issue debt securities and incur additional indebtedness
other than through the offering of Debt Securities pursuant to this Prospectus.
General
The Indenture will not limit the aggregate principal amount of
Debt Securities that we may issue under the Indenture and will not limit the
amount of other indebtedness that we may incur. The Indenture will provide that
we may issue Debt Securities from time to time in one or more series and may be
denominated and payable in U.S. dollars, Canadian dollars or any foreign
currency. Unless otherwise indicated in the applicable Prospectus Supplement,
the Debt Securities will be unsecured obligations of our Company. The Indenture
will also permit our Company to increase the principal amount of any series of
the Debt Securities previously issued and to issue that increased principal
amount.
The applicable Prospectus Supplement for any series of Debt
Securities that we offer will describe the specific terms of the Debt Securities
and may include, but is not limited to, any of the following:
|
|
the title of the Debt Securities;
|
18
|
|
the aggregate principal amount of the Debt Securities;
|
|
|
|
|
|
the percentage of principal amount at which the Debt
Securities will be issued;
|
|
|
|
|
|
whether payment on the Debt Securities will be senior or
subordinated to our other liabilities or obligations;
|
|
|
|
|
|
whether payment of the Debt Securities will be guaranteed
by any other person;
|
|
|
|
|
|
the date or dates, or the methods by which such dates
will be determined or extended, on which we may issue the Debt Securities
and the date or dates, or the methods by which such dates will be
determined or extended, on which we will pay the principal and any premium
on the Debt Securities and the portion (if less than the principal amount)
of Debt Securities to be payable upon a declaration of acceleration of
maturity;
|
|
|
|
|
|
whether the Debt Securities will bear interest, the
interest rate (whether fixed or variable) or the method of determining the
interest rate, the date from which interest will accrue, the dates on
which we will pay interest and the record dates for interest payments, or
the methods by which such dates will be determined or extended;
|
|
|
|
|
|
the place or places we will pay principal, premium, if
any, and interest and the place or places where Debt Securities can be
presented for registration of transfer or exchange;
|
|
|
|
|
|
whether and under what circumstances we will be required
to pay any additional amounts for withholding or deduction for taxes with
respect to the Debt Securities, and whether and on what terms we will have
the option to redeem the Debt Securities rather than pay the additional
amounts;
|
|
|
|
|
|
whether we will be obligated to redeem or repurchase the
Debt Securities pursuant to any sinking or purchase fund or other
provisions, or at the option of a holder and the terms and conditions of
such redemption;
|
|
|
|
|
|
whether we may redeem the Debt Securities prior to
maturity and the terms and conditions of any such redemption;
|
|
|
|
|
|
the denominations in which we will issue any registered
Debt Securities, if other than denominations of $1,000 and any multiple of
$1,000 and, if other than denominations of $5,000, the denominations in
which any unregistered debt security shall be issuable;
|
|
|
|
|
|
whether we will make payments on the Debt Securities in a
currency or currency unit other than U.S. dollars or by delivery of our
common shares or other property;
|
|
|
|
|
|
whether payments on the Debt Securities will be payable
with reference to any index, formula or other method;
|
|
|
|
|
|
whether we will issue the Debt Securities as global
securities and, if so, the identity of the depositary for the global
securities;
|
|
|
|
|
|
whether we will issue the Debt Securities as unregistered
securities, registered securities or both;
|
|
|
|
|
|
any changes or additions to events of default or
covenants whether or not such events of default or covenants are
consistent with the events of default or covenants in the Indenture;
|
|
|
|
|
|
the applicability of, and any changes or additions to,
the provisions for defeasance described under Defeasance below;
|
|
|
|
|
|
whether the holders of any series of Debt Securities have
special rights if specified events occur;
|
|
|
|
|
|
the terms, if any, for any conversion or exchange of the
Debt Securities for any other securities;
|
|
|
|
|
|
provisions as to modification, amendment or variation of
any rights or terms attaching to the Debt Securities; and
|
19
|
|
any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) including covenants and events
of default which apply solely to a particular series of the Debt
Securities being offered which do not apply generally to other Debt
Securities, or any covenants or events of default generally applicable to
the Debt Securities which do not apply to a particular series of the Debt
Securities.
|
Unless stated otherwise in the applicable Prospectus
Supplement, no holder of Debt Securities will have the right to require our
Company to repurchase the Debt Securities and there will be no increase in the
interest rate if we become involved in a highly leveraged transaction or if our
Company has a change of control.
We may issue Debt Securities bearing no interest or interest at
a rate below the prevailing market rate at the time of issuance, and offer and
sell the Debt Securities at a discount below their stated principal amount. We
may also sell any of the Debt Securities for a foreign currency or currency
unit, and payments on the Debt Securities may be payable in a foreign currency
or currency unit. In any of these cases, we will describe certain Canadian
federal and U.S. federal income tax consequences and other special
considerations in the applicable Prospectus Supplement.
We may issue Debt Securities with terms different from those of
Debt Securities previously issued and, without the consent of the holders
thereof, we may reopen a previous issue of a series of Debt Securities and issue
additional Debt Securities of such series (unless the reopening was restricted
when such series was created).
Ranking and Other Indebtedness
Unless otherwise indicated in an applicable Prospectus
Supplement, the Debt Securities will be unsecured obligations and will rank
equally with all of our other unsecured and other subordinated debt from time to
time outstanding and equally with other Debt Securities issued under the
Indenture. The Indenture will provide that the Debt Securities will be
subordinated to and junior in right of payment to all present and future Senior
Indebtedness. Senior Indebtedness will be defined in the Indenture as: (a) all
indebtedness of our Company in respect of borrowed money, other than: (i)
indebtedness evidenced by the Debt Securities; and (ii) indebtedness which, by
the terms of the instrument creating or evidencing it, is expressed to rank in
right of payment equally with or subordinate to the indebtedness evidenced by
the Debt Securities; (b) all obligations of our Company for the reimbursement of
amounts paid pursuant to any letter of credit, bankers acceptance or similar
credit transaction; and (c) all obligations of the type referred to in
paragraphs (a) through (b) above of other persons for the payment of which we
are responsible or liable as obligor, guarantor or otherwise. For greater
certainty, Senior Indebtedness will include all indebtedness of our Company
for borrowed money which is outstanding as at the date of the Indenture.
Our Board of Directors may establish the extent and manner, if
any, to which payment on or in respect of a series of Debt Securities will be
senior or will be subordinated to the prior payment of our other liabilities and
obligations, other than Senior Indebtedness, and whether the payment of
principal, premium, if any, and interest, if any, will be guaranteed by any
other person and the nature and priority of any security.
Debt Securities in Global Form
The Depositary and Book-Entry
Unless otherwise specified in the applicable Prospectus
Supplement, a series of the Debt Securities may be issued in whole or in part in
global form as a global security and will be registered in the name of or
issued in bearer form and be deposited with a depositary, or its nominee, each
of which will be identified in the applicable Prospectus Supplement relating to
that series. Unless and until exchanged, in whole or in part, for the Debt
Securities in definitive registered form, a global security may not be
transferred except as a whole by the depositary for such global security to a
nominee of the depositary, by a nominee of the depositary to the depositary or
another nominee of the depositary or by the depositary or any such nominee to a
successor of the depositary or a nominee of the successor.
20
The specific terms of the depositary arrangement with respect
to any portion of a particular series of the Debt Securities to be represented
by a global security will be described in the applicable Prospectus Supplement
relating to such series. We anticipate that the provisions described in this
section will apply to all depositary arrangements.
Upon the issuance of a global security, the depositary therefor
or its nominee will credit, on its book entry and registration system, the
respective principal amounts of the Debt Securities represented by the global
security to the accounts of such persons, designated as participants, having
accounts with such depositary or its nominee. Such accounts shall be designated
by the underwriters, dealers or agents participating in the distribution of the
Debt Securities or by our Company if such Debt Securities are offered and sold
directly by our Company. Ownership of beneficial interests in a global security
will be limited to participants or persons that may hold beneficial interests
through participants. Ownership of beneficial interests in a global security
will be shown on, and the transfer of that ownership will be effected only
through, records maintained by the depositary therefor or its nominee (with
respect to interests of participants) or by participants or persons that hold
through participants (with respect to interests of persons other than
participants). The laws of some states in the United States may require that
certain purchasers of securities take physical delivery of such securities in
definitive form.
So long as the depositary for a global security or its nominee
is the registered owner of the global security or holder of a global security in
bearer form, such depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by the
global security for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in a global security will not be entitled to have
a series of the Debt Securities represented by the global security registered in
their names, will not receive or be entitled to receive physical delivery of
such series of the Debt Securities in definitive form and will not be considered
the owners or holders thereof under the Indenture.
Any payments of principal, premium, if any, and interest, if
any, on global securities registered in the name of a depositary or securities
registrar will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing such Debt Securities.
None of our Company, any trustee or any paying agent for the Debt Securities
represented by the global securities will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of the global security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
We expect that the depositary for a global security or its
nominee, upon receipt of any payment of principal, premium, if any, or interest,
if any, will credit participants accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of such depositary or its
nominee. We also expect that payments by participants to owners of beneficial
interests in a global security held through such participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in street name, and
will be the responsibility of such participants.
Discontinuance of Depositarys Services
If a depositary for a global security representing a particular
series of the Debt Securities is at any time unwilling or unable to continue as
depositary or, if at any time the depositary for such series shall no longer be
registered or in good standing under the Exchange Act, and a successor
depositary is not appointed by us within 90 days, we will issue such series of
the Debt Securities in definitive form in exchange for a global security
representing such series of the Debt Securities. If an event of default under
the Indenture has occurred and is continuing, Debt Securities in definitive form
will be printed and delivered upon written request by the holder to the trustee.
In addition, we may at any time and in our sole discretion determine not to have
a series of the Debt Securities represented by a global security and, in such
event, will issue a series of the Debt Securities in definitive form in exchange
for all of the global securities representing that series of Debt Securities.
21
Debt Securities in Definitive Form
A series of the Debt Securities may be issued in definitive
form, solely as registered securities, solely as unregistered securities or as
both registered securities and unregistered securities. Registered securities
will be issuable in denominations of $1,000 and integral multiples of $1,000 and
unregistered securities will be issuable in denominations of $5,000 and integral
multiples of $5,000 or, in each case, in such other denominations as may be set
out in the terms of the Debt Securities of any particular series. Unless
otherwise indicated in the applicable Prospectus Supplement, unregistered
securities will have interest coupons attached.
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal, premium, if any, and interest, if any, on the
Debt Securities (other than global securities) will be made at the office or
agency designated by our Company, or at our option we can pay principal,
interest, if any, and premium, if any, by cheque mailed or delivered to the
address of the person entitled at the address appearing in the security register
of the trustee or electronic funds wire or other transmission to an account of
persons who meet certain thresholds set out in the Indenture who are entitled to
receive payments by wire transfer. Unless otherwise indicated in the applicable
Prospectus Supplement, payment of interest, if any, will be made to the persons
in whose name the Debt Securities are registered at the close of business on the
day or days specified by us.
At the option of the holder of Debt Securities, registered
securities of any series will be exchangeable for other registered securities of
the same series, of any authorized denomination and of a like aggregate
principal amount. If, but only if, provided in an applicable Prospectus
Supplement, unregistered securities (with all unmatured coupons, except as
provided below, and all matured coupons in default) of any series may be
exchanged for registered securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. In such event,
unregistered securities surrendered in a permitted exchange for registered
securities between a regular record date or a special record date and the
relevant date for payment of interest shall be surrendered without the coupon
relating to such date for payment of interest, and interest will not be payable
on such date for payment of interest in respect of the registered security
issued in exchange for such unregistered security, but will be payable only to
the holder of such coupon when due in accordance with the terms of the
Indenture. Unless otherwise specified in an applicable Prospectus Supplement,
unregistered securities will not be issued in exchange for registered
securities.
The applicable Prospectus Supplement may indicate the places to
register a transfer of the Debt Securities in definitive form. Service charges
may be payable by the holder for any registration of transfer or exchange of the
Debt Securities in definitive form, and we may, in certain instances, require a
sum sufficient to cover any tax or other governmental charges payable in
connection with these transactions.
We shall not be required to:
|
|
issue, register the transfer of or exchange any series of
the Debt Securities in definitive form during a period beginning at the
opening of 15 business days before any selection of securities of that
series of the Debt Securities to be redeemed and ending on the relevant
date of notice of such redemption, as provided in the Indenture;
|
|
|
|
|
|
register the transfer of or exchange any registered
security in definitive form, or portion thereof, called for redemption,
except the unredeemed portion of any registered security being redeemed in
part;
|
|
|
|
|
|
exchange any unregistered security called for redemption
except to the extent that such unregistered security may be exchanged for
a registered security of that series and like tenor; provided that such
registered security will be simultaneously surrendered for redemption with
written instructions for payment consistent with the provisions of the
Indenture; or
|
|
|
|
|
|
issue, register the transfer of or exchange any of the
Debt Securities in definitive form which have been surrendered for
repayment at the option of the holder, except the portion, if any, of such
Debt Securities not to be so repaid.
|
22
Merger, Amalgamation or Consolidation
The Indenture will provide that we may not amalgamate or
consolidate with, merge into or enter into any statutory arrangement with any
other person or, directly or indirectly, convey, transfer or lease all or
substantially all of our properties and assets to another person, unless among
other items:
|
|
the resulting, surviving or transferee person is
organized and existing under the laws of Canada, or any province or
territory thereof, the United States, any state thereof or the District of
Columbia, or, if the amalgamation, merger, consolidation, statutory
arrangement or other transaction would not impair the rights of holders,
any other country;
|
|
|
|
|
|
the resulting, surviving or transferee person, if other
than our Company, assumes all of our obligations under the Debt Securities
and the Indenture; and
|
|
|
|
|
|
immediately after the transaction, no default or event of
default under the Indenture shall have happened and be continuing.
|
When such a successor person assumes our obligations in such
circumstances, subject to certain exceptions, we shall be discharged from all
obligations and covenants under the Debt Securities and the Indenture.
Provision of Financial Information
We will file with the trustee, within 20 days after we file or
furnish them with the SEC, copies of our annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which we are required to file
or furnish with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that we may not remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on
an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the SEC, we will
continue to provide the trustee:
|
|
within 20 days after the time periods required for the
filing or furnishing of such forms by the SEC, annual reports on Form 10-K
or any successor form, quarterly reports on Form 10-Q or any successor
form and current reports of Form 8-K or any successor form.
|
Events of Default
Unless otherwise specified in the applicable Prospectus
Supplement relating to a particular series of Debt Securities, the following is
a summary of events which will, with respect to any series of the Debt
Securities, constitute an event of default under the Indenture with respect to
the Debt Securities of that series:
|
|
we fail to pay principal of, or any premium on, or any
Additional Amounts in respect of, any Debt Security of that series when it
is due and payable;
|
|
|
|
|
|
we fail to pay interest (including Additional Amounts)
payable on any Debt Security of that series when it becomes due and
payable, and such default continues for 30 days;
|
|
|
|
|
|
we fail to make any required sinking fund or analogous
payment for that series of Debt Securities;
|
|
|
|
|
|
we fail to observe or perform any of our covenants or
agreements in the Indenture that affect or are applicable to the Debt
Securities of that series for 90 days after written notice to us by the
trustee or to us and the trustee by holders of at least 25% in aggregate
principal amount of the outstanding Debt Securities of that series;
|
|
|
|
|
|
a default (as defined in any indenture or instrument
under which we or one of our subsidiaries has at the date of the Indenture
or will thereafter have outstanding any indebtedness) has occurred and is
continuing, or we or any of our subsidiaries has failed to pay principal
amounts with respect to such indebtedness at maturity and such event of
default or failure to pay has resulted in such indebtedness under such indenture or instrument being declared
due, payable or otherwise being accelerated, in either event so that an amount
in excess of the greater of $15,000,000 and 2% of our shareholders equity will
be or become due, payable and accelerated upon such declaration or prior to the
date on which the same would otherwise have become due, payable and accelerated
(the Accelerated Indebtedness), and such acceleration will not be rescinded or
annulled, or such event of default or failure to pay under such indenture or
instrument will not be remedied or cured, whether by payment or otherwise, or
waived by the holders of such Accelerated Indebtedness, then (i) if the
Accelerated Indebtedness will be as a result of an event of default which is not
related to the failure to pay principal or interest on the terms, at the times,
and on the conditions set out in any such indenture or instrument, it will not
be considered an event of default for the purposes of the indenture governing
the Debt Securities until 30 days after such indebtedness has been accelerated,
or (ii) if the Accelerated Indebtedness will occur as a result of such failure
to pay principal or interest or as a result of an event of default which is
related to the failure to pay principal or interest on the terms, at the times,
and on the conditions set out in any such indenture or instrument, then (A) if
such Accelerated Indebtedness is, by its terms, non-recourse to our Company or
our subsidiaries, it will be considered an event of default for purposes of the
Indenture governing the Debt Securities; or (B) if such Accelerated Indebtedness
is recourse to our Company or our subsidiaries, any requirement in connection
with such failure to pay or event of default for the giving of notice or the
lapse of time or the happening of any further condition, event or act under such
indenture or instrument in connection with such failure to pay or event of
default will be applicable together with an additional seven days before being
considered an event of default for the purposes of the Indenture;
|
23
|
|
certain events involving our bankruptcy,
insolvency or reorganization; and
|
|
|
|
|
|
any other event of default provided for in that
series of Debt Securities.
|
A default under one series of Debt Securities will not
necessarily be a default under another series. The trustee may withhold notice
to the holders of the Debt Securities of any default, except in the payment of
principal or premium, if any, or interest, if any, if in good faith it considers
it in the interests of the holders to do so and so advises us in writing.
If an event of default (except for events involving our
bankruptcy, insolvency or reorganization) for any series of Debt Securities
occurs and continues, the trustee or the holders of at least 25% in aggregate
principal amount of the Debt Securities of that series may require us to repay
immediately:
|
|
the entire principal and interest of the Debt
Securities of the series; or
|
|
|
|
|
|
if the Debt Securities are discounted
securities, that portion of the principal as is described in the
applicable Prospectus Supplement.
|
If an event of default relates to events involving our
bankruptcy, insolvency or reorganization, the principal of all Debt Securities
will become immediately due and payable without any action by the trustee or any
holder.
Subject to certain conditions, the holders of a majority of the
aggregate principal amount of the Debt Securities of the affected series can
rescind and annul an accelerated payment requirement. If Debt Securities are
discounted securities, the applicable Prospectus Supplement will contain
provisions relating to the acceleration of maturity of a portion of the
principal amount of the discounted securities upon the occurrence or continuance
of an event of default.
Other than its duties in case of a default, the trustee is not
obligated to exercise any of the rights or powers that it will have under the
Indenture at the request or direction of any holders, unless the holders offer
the trustee reasonable security or indemnity. If they provide this reasonable
security or indemnity, the holders of a majority in aggregate principal amount
of any series of Debt Securities may, subject to certain limitations, direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred upon the trustee, for
any series of Debt Securities.
24
We will be required to furnish to the trustee a statement
annually as to our compliance with all conditions and covenants under the
Indenture and, if we are not in compliance, we must specify any defaults. We
will also be required to notify the trustee as soon as practicable upon becoming
aware of any event of default.
No holder of a Debt Security of any series will
have any right to institute any proceeding with respect to the Indenture, or for
the appointment of a receiver or a trustee, or for any other remedy, unless:
|
|
the holder has previously given to the trustee written
notice of a continuing event of default with respect to the Debt
Securities of the affected series;
|
|
|
|
|
|
the holders of at least 25% in principal amount of the
outstanding Debt Securities of the series affected by an event of default
have made a written request, and the holders have offered reasonable
indemnity, to the trustee to institute a proceeding as trustee; and
|
|
|
|
|
|
the trustee has failed to institute a proceeding, and has
not received from the holders of a majority in aggregate principal amount
of the outstanding Debt Securities of the series affected by an event of
default a direction inconsistent with the request, within 60 days after
receipt of the holders notice, request and offer of indemnity.
|
However, such above-mentioned limitations do not apply to a
suit instituted by the holder of a Debt Security for the enforcement of payment
of the principal of or any premium, if any, or interest on such Debt Security on
or after the applicable due date specified in such Debt Security.
Defeasance
When we use the term defeasance, it means discharge from our
obligations with respect to any Debt Securities of or within a series under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
if we deposit with the trustee cash, government securities or a combination
thereof sufficient to pay the principal, interest, if any, premium, if any, and
any other sums due to the stated maturity date or a redemption date of the Debt
Securities of a series, then at our option:
|
|
we will be discharged from the obligations with
respect to the Debt Securities of that series; or
|
|
|
|
|
|
we will no longer be under any obligation to
comply with certain restrictive covenants under the Indenture and certain
events of default will no longer apply to us.
|
If this happens, the holders of the Debt Securities of the
affected series will not be entitled to the benefits of the Indenture except for
registration of transfer and exchange of Debt Securities and the replacement of
lost, stolen, destroyed or mutilated Debt Securities. These holders may look
only to the deposited fund for payment on their Debt Securities.
To exercise the defeasance option, we must deliver to the
trustee:
|
|
an opinion of counsel in the United States to the effect
that the holders of the outstanding Debt Securities of the affected series
will not recognize gain or loss for U.S. federal income tax purposes as a
result of a defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if the defeasance had not occurred;
|
|
|
|
|
|
an opinion of counsel in Canada or a ruling from the
Canada Revenue Agency to the effect that the holders of the outstanding
Debt Securities of the affected series will not recognize income, gain or
loss for Canadian federal, provincial or territorial income or other tax
purposes as a result of a defeasance and will be subject to Canadian
federal, provincial or territorial income tax and other tax on the same
amounts, in the same manner and at the same times as would have been the
case had the defeasance not occurred; and
|
|
|
|
|
|
a certificate of one of our officers and an opinion of
counsel, each stating that all conditions precedent provided for relating
to defeasance have been complied with.
|
25
If we are to be discharged from our obligations with respect to
the Debt Securities, and not just from our covenants, the U.S. opinion must be
based upon a ruling from or published by the United States Internal Revenue
Service or a change in law to that effect.
In addition to the delivery of the opinions described above,
the following conditions must be met before we may exercise our defeasance
option:
|
|
no event of default or event that, with the passing of
time or the giving of notice, or both, shall constitute an event of
default shall have occurred and be continuing for the Debt Securities of
the affected series;
|
|
|
|
|
|
we are not an insolvent person within the meaning of
applicable bankruptcy and insolvency legislation; and
|
|
|
|
|
|
other customary conditions precedent are satisfied.
|
Modification and Waiver
Modifications and amendments of the Indenture may be made by
our Company and the trustee pursuant to one or more Supplemental Indentures (a
Supplemental Indenture) with the consent of the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by the modification. However, without the consent of each holder
affected, no such modification may:
|
|
change the stated maturity of the principal of, premium,
if any, or any installment of interest, if any, on any Debt Security;
|
|
|
|
|
|
reduce the principal, premium, if any, or rate of
interest, if any, or change any obligation of our Company to pay any
Additional Amounts;
|
|
|
|
|
|
reduce the amount of principal of a debt security payable
upon acceleration of its maturity or the amount provable in bankruptcy;
|
|
|
|
|
|
change the place or currency of any payment;
|
|
|
|
|
|
affect the holders right to require our Company to
repurchase the Debt Securities at the holders option;
|
|
|
|
|
|
impair the right of the holders to institute a suit to
enforce their rights to payment;
|
|
|
|
|
|
adversely affect any conversion or exchange right related
to a series of Debt Securities;
|
|
|
|
|
|
reduce the percentage of Debt Securities required to
modify the Indenture or to waive compliance with certain provisions of the
Indenture; or
|
|
|
|
|
|
reduce the percentage in principal amount of outstanding
Debt Securities necessary to take certain actions.
|
The holders of a majority in principal amount of outstanding
Debt Securities of any series may on behalf of the holders of all Debt
Securities of that series waive, insofar as only that series is concerned, past
defaults under the Indenture and compliance by our Company with certain
restrictive provisions of the Indenture. However, these holders may not waive a
default in any payment of principal, premium, if any, or interest on any Debt
Security or compliance with a provision that cannot be modified without the
consent of each holder affected.
We may modify the Indenture pursuant to a Supplemental
Indenture without the consent of any holders to:
|
|
evidence a successor under the Indenture;
|
|
|
|
|
|
add covenants or surrender any right or power
for the benefit of holders;
|
|
|
|
|
|
add events of default;
|
26
|
|
provide for unregistered securities to become registered
securities under the Indenture and make other such changes to unregistered
securities that in each case do not materially and adversely affect the
interests of holders of outstanding Debt Securities;
|
|
|
|
|
|
establish the forms of the Debt Securities;
|
|
|
|
|
|
appoint a successor trustee under the Indenture;
|
|
|
|
|
|
add provisions to permit or facilitate the defeasance and
discharge of the Debt Securities as long as there is no material adverse
effect on the holders;
|
|
|
|
|
|
cure any ambiguity, correct or supplement any defective
or inconsistent provision or make any other provisions in each case that
would not materially and adversely affect the interests of holders of
outstanding Debt Securities, if any;
|
|
|
|
|
|
comply with any applicable laws of the United States and
Canada in order to effect and maintain the qualification of the Indenture
under such laws to the extent they do not conflict with the applicable
laws of the United States; or
|
|
|
|
|
|
change or eliminate any provisions of the Indenture where
such change takes effect when there are no Debt Securities outstanding
under the Indenture.
|
Governing Law
The Indenture and the Debt Securities will be governed by and
construed in accordance with the laws of the State of New York.
The Trustee
Any trustee under the Indenture or its affiliates may provide
other services to our Company in the ordinary course of their business. If the
trustee or any affiliate acquires any conflicting interest and a default occurs
with respect to the Debt Securities, the trustee must eliminate the conflict or
resign.
Resignation and Removal of Trustee
The trustee may resign or be removed with respect to one or
more series of the Debt Securities and a successor trustee may be appointed to
act with respect to such series.
Consent to Service
In connection with the Indenture, we will irrevocably designate
and appoint CT Corporation System, 111 8
th
Avenue, 13
th
Floor, New York, New York 10011,
as our Companys authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to the Indenture or the Debt Securities that may be instituted in any U.S.
federal or New York State court located in The Borough of Manhattan, in the City
of New York, or brought by the trustee (whether in its individual capacity or in
its capacity as trustee under the Indenture), and will irrevocably submit to the
non-exclusive jurisdiction of such courts.
Enforceability of Judgments
Because all or substantially all of our assets, as well as the
assets of certain of the directors of our Company, are within the United States,
any judgment obtained in Canada against our Company or certain of our directors,
including judgments with respect to the payment of principal on the Debt
Securities, may not be collectible within Canada.
We have been advised that there is doubt as to the
enforceability in the United States, by a court in original actions or actions
to enforce judgments of Canadian courts, of civil liabilities predicated solely
upon Canadian federal or provincial securities laws.
27
DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable Prospectus Supplements and free
writing prospectuses, summarizes the material terms and provisions of the
Warrants that we may offer under this Prospectus, which may consist of Warrants
to purchase Common Shares or Debt Securities and may be issued in one or more
series. Warrants may be offered independently or together with Common Shares,
Debt Securities or Subscription Receipts offered by any Prospectus Supplement,
and may be attached to or separate from those Securities. While the terms we
have summarized below will apply generally to any Warrants that we may offer
under this Prospectus, we will describe the particular terms of any series of
Warrants that we may offer in more detail in the applicable Prospectus
Supplement and any applicable free writing prospectus. The terms of any Warrants
offered under a Prospectus Supplement may differ from the terms described
below.
General
We will evidence each series of Warrants by Warrant
certificates (Warrant Certificates) that we may issue under one or more
warrant indentures (each, a Warrant Indenture), which we may enter into with a
warrant trustee (the Warrant Trustee) that we will name in the relevant
Prospectus Supplement. We may also choose to act as our own Warrant Trustee.
This summary of some of the provisions of the Warrants is not
complete. The statements made in this Prospectus relating to any Warrant
Indenture and Warrants to be issued under this Prospectus are summaries of
certain anticipated provisions thereof and do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the applicable Warrant Certificate and, if applicable, Warrant Indenture.
Prospective investors should refer to the Warrant Certificate and/or Warrant
Indenture relating to the specific Warrants being offered for the complete terms
of the Warrants. We will file as exhibits to the registration statement of which
this Prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, any Warrant Certificate and/or
Warrant Indenture describing the terms and conditions of Warrants we are
offering before the issuance of such Warrants.
The applicable Prospectus Supplement relating to any Warrants
offered by our Company will describe the particular terms of those Warrants and
include specific terms relating to the offering.
Equity Warrants
The particular terms of each issue of equity warrants (Equity
Warrants) will be described in the applicable Prospectus Supplement. This
description will include, where applicable:
|
|
the designation and aggregate number of Equity Warrants;
|
|
|
|
|
|
the price at which the Equity Warrants will be offered;
|
|
|
|
|
|
the currency or currencies in which the Equity Warrants
will be offered;
|
|
|
|
|
|
the date on which the right to exercise the Equity
Warrants will commence and the date on which the right will expire;
|
|
|
|
|
|
the number of Common Shares that may be purchased upon
exercise of each Equity Warrant and the price at which and currency or
currencies in which the Common Shares may be purchased upon exercise of
each Equity Warrant;
|
|
|
|
|
|
the designation and terms of any Securities with which
the Equity Warrants will be offered, if any, and the number of the Equity
Warrants that will be offered with each Security;
|
|
|
|
|
|
the date or dates, if any, on or after which the Equity
Warrants and the other Securities with which the Equity Warrants will be
offered will be transferable separately;
|
|
|
|
|
|
whether the Equity Warrants will be subject to redemption
and, if so, the terms of such redemption provisions;
|
28
|
|
whether we will issue the Equity Warrants as
global securities and, if so, the identity of the depositary of the global
securities;
|
|
|
|
|
|
whether the Equity Warrants will be listed on
any exchange;
|
|
|
|
|
|
material United States and Canadian federal
income tax consequences of owning the Equity Warrants; and
|
|
|
|
|
|
any other material terms or conditions of the
Equity Warrants.
|
Debt Warrants
The particular terms of each issue of debt warrants (Debt
Warrants) will be described in the related Prospectus Supplement. This
description will include, where applicable:
|
|
the designation and aggregate number of Debt Warrants;
|
|
|
|
|
|
the price at which the Debt Warrants will be offered;
|
|
|
|
|
|
the currency or currencies in which the Debt Warrants
will be offered;
|
|
|
|
|
|
the date on which the right to exercise the Debt Warrants
will commence and the date on which the right will expire;
|
|
|
|
|
|
the principal amount of Debt Securities that may be
purchased upon exercise of each Debt Warrant and the price at which and
currency or currencies in which that principal amount of Debt Securities
may be purchased upon exercise of each Debt Warrant;
|
|
|
|
|
|
the designation and terms of any Securities with which
the Debt Warrants will be offered, if any, and the number of the Debt
Warrants that will be offered with each Security;
|
|
|
|
|
|
the date or dates, if any, on or after which the Debt
Warrants and the other Securities with which the Debt Warrants will be
offered will be transferable separately;
|
|
|
|
|
|
the terms and provisions of the Debt Securities issuable
upon the exercise of the Debt Warrants;
|
|
|
|
|
|
the minimum or maximum amount of Debt Warrants that may
be exercised at any one time;
|
|
|
|
|
|
whether the Debt Warrants will be subject to redemption,
and, if so, the terms of such redemption provisions;
|
|
|
|
|
|
whether we will issue the Debt Warrants as global
securities and, if so, the identity of the depositary of the global
securities;
|
|
|
|
|
|
whether the Debt Warrants will be listed on any exchange;
|
|
|
|
|
|
material United States and Canadian federal income tax
consequences of owning the Debt Warrants; and
|
|
|
|
|
|
any other material terms or conditions of the Debt
Warrants.
|
Rights of Holders Prior to Exercise
Prior to the exercise of their Warrants, holders of Warrants
will not have any of the rights of holders of the Common Shares or Debt
Securities issuable upon exercise of the Warrants.
Exercise of Warrants
Each Warrant will entitle the holder to purchase the Securities
that we specify in the applicable Prospectus Supplement at the exercise price
that we describe therein. Unless we otherwise specify in the applicable
Prospectus Supplement, holders of the Warrants may exercise the Warrants at any
time up to the specified time on the expiration date that we set forth in the
applicable Prospectus Supplement. After the close of business on the expiration
date, unexercised Warrants will become void.
29
Holders of the Warrants may exercise the Warrants by delivering
the Warrant Certificate representing the Warrants to be exercised together with
specified information, and paying the required amount to our Company or, if
applicable, the Warrant Trustee, in immediately available funds, as provided in
the applicable Prospectus Supplement. We will set forth on the Warrant
Certificate and in the applicable Prospectus Supplement the information that the
holder of the Warrant will be required to deliver to our Company or, if
applicable, the Warrant Trustee.
Upon receipt of the required payment and the Warrant
Certificate properly completed and duly executed at our Company or, if
applicable, the corporate trust office of the Warrant Trustee or any other
office indicated in the applicable Prospectus Supplement, we will issue and
deliver the securities purchasable upon such exercise. If fewer than all of the
Warrants represented by the Warrant Certificate are exercised, then we will
issue a new Warrant Certificate for the remaining amount of Warrants. If we so
indicate in the applicable Prospectus Supplement, holders of the Warrants may
surrender securities as all or part of the exercise price for Warrants.
Anti-Dilution
The Warrant Certificate and/or Warrant Indenture will specify
that upon the subdivision, consolidation, reclassification or other material
change of the Common Shares or Debt Securities or any other reorganization,
amalgamation, merger or sale of all or substantially all of our assets, the
Warrants will thereafter evidence the right of the holder to receive the
securities, property or cash deliverable in exchange for or on the conversion of
or in respect of the Common Shares or Debt Securities to which the holder of a
Common Share or Debt Security would have been entitled immediately after such
event. Similarly, any distribution to all or substantially all of the holders of
Common Shares of rights, options, warrants, evidences of indebtedness or assets
will result in an adjustment in the number of Common Shares to be issued to
holders of Equity Warrants.
Global Securities
We may issue Warrants in whole or in part in the form of one or
more global securities, which will be registered in the name of and be deposited
with a depositary, or its nominee, each of which will be identified in the
applicable Prospectus Supplement. The global securities may be in temporary or
permanent form. The applicable Prospectus Supplement will describe the terms of
any depositary arrangement and the rights and limitations of owners of
beneficial interests in any global security. The applicable Prospectus
Supplement will describe the exchange, registration and transfer rights relating
to any global security.
Modifications
The Warrant Certificate and/or Warrant Indenture will provide
for modifications and alterations to the Warrants issued thereunder by way of a
resolution of holders of Warrants at a meeting of such holders or a consent in
writing from such holders. The number of holders of Warrants required to pass
such a resolution or execute such a written consent will be specified in the
Warrant Certificate and/or Warrant Indenture.
We may amend any Warrant Certificate and/or Warrant Indenture
and the Warrants, without the consent of the holders of the Warrants, to cure
any ambiguity, to cure, correct or supplement any defective or inconsistent
provision, or in any other manner that will not materially and adversely affect
the interests of holders of outstanding Warrants.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
We may issue Subscription Receipts, which will entitle holders
to receive upon satisfaction of certain release conditions and for no additional
consideration, Common Shares, Debt Securities, Warrants or any combination
thereof. Subscription Receipts will be issued pursuant to one or more
subscription receipt agreements (each, a Subscription Receipt Agreement), each
to be entered into between our Company and an escrow agent (the Escrow Agent),
which will establish the terms and conditions of the Subscription Receipts. Each Escrow Agent will be a financial institution
organized under the laws of the United States or a state thereof, or Canada or a
province thereof, and authorized to carry on business as an escrow agent. We
will file as exhibits to the registration statement of which this Prospectus is
a part, or will incorporate by reference from a current report on Form 8-K that
we file with the SEC, any Subscription Receipt Agreement describing the terms
and conditions of Subscription Receipts we are offering before the issuance of
such Subscription Receipts.
30
The following description sets forth certain general terms and
provisions of Subscription Receipts and is not intended to be complete. The
statements made in this Prospectus relating to any Subscription Receipt
Agreement and Subscription Receipts to be issued thereunder are summaries of
certain anticipated provisions thereof and are subject to, and are qualified in
their entirety by reference to, all provisions of the applicable Subscription
Receipt Agreement and the Prospectus Supplement describing such Subscription
Receipt Agreement.
The Prospectus Supplement relating to any Subscription Receipts
we offer will describe the Subscription Receipts and include specific terms
relating to their offering. All such terms will comply with the requirements of
NYSE MKT relating to Subscription Receipts. If underwriters or agents are used
in the sale of Subscription Receipts, one or more of such underwriters or agents
may also be parties to the Subscription Receipt Agreement governing the
Subscription Receipts sold to or through such underwriters or agents.
General
The Prospectus Supplement and the Subscription Receipt
Agreement for any Subscription Receipts we offer will describe the specific
terms of the Subscription Receipts and may include, but are not limited to, any
of the following:
|
|
the designation and aggregate number of Subscription
Receipts offered;
|
|
|
|
|
|
the price at which the Subscription Receipts will be
offered;
|
|
|
|
|
|
the currency or currencies in which the Subscription
Receipts will be offered;
|
|
|
|
|
|
the designation, number and terms of the Common Shares,
Debt Securities, Warrants or combination thereof to be received by holders
of Subscription Receipts upon satisfaction of the release conditions, and
the procedures that will result in the adjustment of those numbers;
|
|
|
|
|
|
the conditions (the Release Conditions) that must be
met in order for holders of Subscription Receipts to receive for no
additional consideration Common Shares, Debt Securities, Warrants or a
combination thereof;
|
|
|
|
|
|
the procedures for the issuance and delivery of Common
Shares, Debt Securities, Warrants or a combination thereof to holders of
Subscription Receipts upon satisfaction of the Release Conditions;
|
|
|
|
|
|
whether any payments will be made to holders of
Subscription Receipts upon delivery of the Common Shares, Debt Securities,
Warrants or a combination thereof upon satisfaction of the Release
Conditions (
e.g.
, an amount equal to dividends declared on Common
Shares by our Company to holders of record during the period from the date
of issuance of the Subscription Receipts to the date of issuance of any
Common Shares pursuant to the terms of the Subscription Receipt Agreement,
or an amount equal to interest payable by our Company in respect of Debt
Securities during the period from the date of issuance of the Subscription
Receipts to the date of issuance of the Debt Securities pursuant to the
terms of the Subscription Receipt Agreement);
|
|
|
|
|
|
the terms and conditions under which the Escrow Agent
will hold all or a portion of the gross proceeds from the sale of
Subscription Receipts, together with interest and income earned thereon
(collectively, the Escrowed Funds), pending satisfaction of the Release
Conditions;
|
|
|
|
|
|
the terms and conditions pursuant to which the Escrow
Agent will hold Common Shares, Debt Securities, Warrants or a combination
thereof pending satisfaction of the Release Conditions;
|
31
|
|
the terms and conditions under which the Escrow Agent
will release all or a portion of the Escrowed Funds to our Company upon
satisfaction of the Release Conditions;
|
|
|
|
|
|
if the Subscription Receipts are sold to or through
underwriters or agents, the terms and conditions under which the Escrow
Agent will release a portion of the Escrowed Funds to such underwriters or
agents in payment of all or a portion of their fees or commission in
connection with the sale of the Subscription Receipts;
|
|
|
|
|
|
procedures for the refund by the Escrow Agent to holders
of Subscription Receipts of all or a portion of the subscription price for
their Subscription Receipts, plus any
pro rata
entitlement to
interest earned or income generated on such amount, if the Release
Conditions are not satisfied;
|
|
|
|
|
|
any entitlement of our Company to purchase the
Subscription Receipts in the open market by private agreement or
otherwise;
|
|
|
|
|
|
whether we will issue the Subscription Receipts as global
securities and, if so, the identity of the depositary for the global
securities;
|
|
|
|
|
|
whether we will issue the Subscription Receipts as bearer
securities, registered securities or both;
|
|
|
|
|
|
provisions as to modification, amendment or variation of
the Subscription Receipt Agreement or any rights or terms attaching to the
Subscription Receipts;
|
|
|
|
|
|
the identity of the Escrow Agent;
|
|
|
|
|
|
whether the Subscription Receipts will be listed on any
exchange;
|
|
|
|
|
|
material United States and Canadian federal tax
consequences of owning the Subscription Receipts; and
|
|
|
|
|
|
any other terms of the Subscription Receipts.
|
In addition, the Prospectus Supplement and the Subscription
Receipt Agreement for any Subscription Receipts we offer will describe all
contractual rights of rescission that will be granted to initial purchasers of
Subscription Receipts in the event this Prospectus, the Prospectus Supplement
under which Subscription Receipts are issued or any amendment hereto or thereto
contains a misrepresentation, as discussed further under the sub-paragraph
entitled Rescission below.
The holders of Subscription Receipts will not be
shareholders of our Company. Holders of Subscription Receipts are entitled only
to receive Common Shares, Debt Securities, Warrants or a combination thereof on
exchange of their Subscription Receipts, plus any cash payments provided for
under the Subscription Receipt Agreement, if the Release Conditions are
satisfied. If the Release Conditions are not satisfied, the holders of
Subscription Receipts shall be entitled to a refund of all or a portion of the
subscription price therefor and all or a portion of the
pro
rata
share of interest earned or income generated thereon, as
provided in the Subscription Receipt Agreement.
Escrow
The Escrowed Funds will be held in escrow by the Escrow Agent,
and such Escrowed Funds will be released to our Company (and, if the
Subscription Receipts are sold to or through underwriters or agents, a portion
of the Escrowed Funds may be released to such underwriters or agents in payment
of all or a portion of their fees in connection with the sale of the
Subscription Receipts) at the time and under the terms specified by the
Subscription Receipt Agreement. If the Release Conditions are not satisfied,
holders of Subscription Receipts will receive a refund of all or a portion of
the subscription price for their Subscription Receipts plus their
pro
rata
entitlement to interest earned or income generated on such amount, in
accordance with the terms of the Subscription Receipt Agreement. Common Shares,
Debt Securities or Warrants may be held in escrow by the Escrow Agent, and will
be released to the holders of Subscription Receipts following satisfaction of
the Release Conditions at the time and under the terms specified in the
Subscription Receipt Agreement.
32
Anti-Dilution
The Subscription Receipt Agreement will specify that upon the
subdivision, consolidation, reclassification or other material change of the
Common Shares, Debt Securities or Warrants or any other reorganization,
amalgamation, merger or sale of all or substantially all of our assets, the
Subscription Receipts will thereafter evidence the right of the holder to
receive the securities, property or cash deliverable in exchange for or on the
conversion of or in respect of the Common Shares, Debt Securities or Warrants to
which the holder of a Common Share, Debt Security or Warrant would have been
entitled immediately after such event. Similarly, any distribution to all or
substantially all of the holders of Common Shares of rights, options, warrants,
evidences of indebtedness or assets will result in an adjustment in the number
of Common Shares to be issued to holders of Subscription Receipts whose
Subscription Receipts entitle the holders thereof to receive Common Shares.
Alternatively, such securities, evidences of indebtedness or assets may, at the
option of our Company, be issued to the Escrow Agent and delivered to holders of
Subscription Receipts on exercise thereof. The Subscription Receipt Agreement
will also provide that if other actions of our Company affect the Common Shares,
Debt Securities or Warrants, which, in the reasonable opinion of the directors
of our Company, would materially affect the rights of the holders of
Subscription Receipts and/or the rights attached to the Subscription Receipts,
the number of Common Shares, Debt Securities or Warrants which are to be
received pursuant to the Subscription Receipts shall be adjusted in such manner,
if any, and at such time as our directors may in their discretion reasonably
determine to be equitable to the holders of Subscription Receipts in such
circumstances.
Rescission
The Subscription Receipt Agreement will also provide that any
misrepresentation in this Prospectus, the Prospectus Supplement under which the
Subscription Receipts are offered, or any amendment thereto, will entitle each
initial purchaser of Subscription Receipts to a contractual right of rescission
following the issuance of the Common Shares, Debt Securities or Warrants to such
purchaser entitling such purchaser to receive the amount paid for the
Subscription Receipts upon surrender of the Common Shares, Debt Securities or
Warrants, provided that such remedy for rescission is exercised in the time
stipulated in the Subscription Receipt Agreement. This right of rescission does
not extend to holders of Subscription Receipts who acquire such Subscription
Receipts from an initial purchaser, on the open market or otherwise, or to
initial purchasers who acquire Subscription Receipts in the United States.
Global Securities
We may issue Subscription Receipts in whole or in part in the
form of one or more global securities, which will be registered in the name of
and be deposited with a depositary, or its nominee, each of which will be
identified in the applicable Prospectus Supplement. The global securities may be
in temporary or permanent form. The applicable Prospectus Supplement will
describe the terms of any depositary arrangement and the rights and limitations
of owners of beneficial interests in any global security. The applicable
Prospectus Supplement also will describe the exchange, registration and transfer
rights relating to any global security.
Modifications
The Subscription Receipt Agreement will provide for
modifications and alterations to the Subscription Receipts issued thereunder by
way of a resolution of holders of Subscription Receipts at a meeting of such
holders or a consent in writing from such holders. The number of holders of
Subscriptions Receipts required to pass such a resolution or execute such a
written consent will be specified in the Subscription Receipt Agreement.
33
DESCRIPTION OF UNITS
The following description, together with the additional
information we may include in any applicable Prospectus Supplements, summarizes
the material terms and provisions of the Units that we may offer under this
Prospectus. While the terms we have summarized below will apply generally to any
Units that we may offer under this Prospectus, we will describe the particular
terms of any series of Units in more detail in the applicable Prospectus
Supplement. The terms of any Units offered under a Prospectus Supplement may
differ from the terms described below.
We will file as exhibits to the registration statement of which
this Prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, the form of unit agreement, if any
(Unit Agreement), between our Company and a unit agent, if any (Unit Agent),
that describes the terms and conditions of the series of Units we are offering,
and any supplemental agreements, before the issuance of the related series of
Units. We may also choose to act as our own Unit Agent. The following summaries
of material terms and provisions of the Units are subject to, and qualified in
their entirety by reference to, all the provisions of the Unit Agreement, if
applicable, and any supplemental agreements applicable to a particular series of
Units. We urge you to read the applicable Prospectus Supplements related to the
particular series of Units that we sell under this Prospectus, as well as the
complete Unit Agreement, if applicable, and any supplemental agreements that
contain the terms of the Units.
General
We may issue units comprising one or more of Common Shares,
Debt Securities, Warrants and Subscription Receipts in any combination. Each
Unit will be issued so that the holder of the Unit is also the holder of each
security included in the Unit. Thus, the holder of a Unit will have the rights
and obligations of a holder of each included security. The Unit Agreement, if
applicable, under which a Unit is issued may provide that the securities
included in the Unit may not be held or transferred separately, at any time or
at any time before a specified date.
We will describe in the applicable Prospectus Supplement the
terms of the series of Units, including:
|
|
the designation and terms of the Units and of the
securities comprising the Units, including whether and under what
circumstances those securities may be held or transferred separately;
|
|
|
|
|
|
if applicable, any provisions of the governing Unit
Agreement that differ from those described below; and
|
|
|
|
|
|
any provisions for the issuance, payment, settlement,
transfer or exchange of the Units or of the securities comprising the
Units.
|
The provisions described in this section, as well as those
described under Description of Common Shares, Description of Debt
Securities, Description of Warrants, and Description of Subscription
Receipts will apply to each Unit and to any Common Share, Debt Security,
Warrant or Subscription Receipt included in each Unit, respectively.
Issuance in Series
We may issue Units in such amounts and in numerous distinct
series as we determine.
Enforceability of Rights by Holders of Units
Each Unit Agent, if applicable, will act solely as our agent
under the applicable Unit Agreement, if any, and will not assume any obligation
or relationship of agency or trust with any holder of any Unit. A single bank or
trust company may act as Unit Agent for more than one series of Units. A Unit
Agent will have no duty or responsibility in case of any default by our Company
under the applicable Unit Agreement, if any, or Unit, including any duty or
responsibility to initiate any proceedings at law or otherwise, or to make any
demand upon our Company. Any holder of a Unit may, without the consent of the
related Unit Agent, if applicable, or the holder of any other Unit, enforce by
appropriate legal action its rights as holder under any security included in the
Unit.
34
Our Company, any Unit Agent, and any of their agents may treat
the registered holder of any Unit Certificate as an absolute owner of the Units
evidenced by that certificate for any purpose and as the person entitled to
exercise the rights attaching to the Units so requested, despite any notice to
the contrary.
PLAN OF DISTRIBUTION
General
We may offer and sell the Securities, separately or together:
(a) to one or more underwriters or dealers; (b) through one or more agents; or
(c) directly to one or more other purchasers. The Securities offered pursuant to
any Prospectus Supplement may be sold from time to time in one or more
transactions at: (i) a fixed price or prices, which may be changed from time to
time; (ii) market prices prevailing at the time of sale; (iii) prices related to
such prevailing market prices; or (iv) other negotiated prices. We may only
offer and sell the Securities pursuant to a Prospectus Supplement during the
period that this Prospectus, including any amendments hereto, remains effective.
The Prospectus Supplement for any of the Securities being offered thereby will
set forth the terms of the offering of such Securities, including the type of
Security being offered, the name or names of any underwriters, dealers or
agents, the purchase price of such Securities, the proceeds to our Company from
such sale, any underwriting commissions or discounts and other items
constituting underwriters compensation and any discounts or concessions allowed
or re-allowed or paid to dealers. Only underwriters so named in the Prospectus
Supplement are deemed to be underwriters in connection with the Securities
offered thereby.
By Underwriters
If underwriters are used in the sale, the Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement relating thereto, the
obligations of underwriters to purchase the Securities will be subject to
certain conditions, but the underwriters will be obligated to purchase all of
the Securities offered by the Prospectus Supplement if any of such Securities
are purchased. We may offer the Securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. We may agree to pay the underwriters a fee or commission for various
services relating to the offering of any Securities. Any such fee or commission
will be paid out of the general corporate funds of our Company. We may use
underwriters with whom we have a material relationship. We will describe in the
Prospectus Supplement, naming the underwriter, the nature of any such
relationship.
By Dealers
If dealers are used, and if so specified in the applicable
Prospectus Supplement, we will sell such Securities to the dealers as
principals. The dealers may then resell such Securities to the public at varying
prices to be determined by such dealers at the time of resale. Any public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time. We will set forth the names of the
dealers and the terms of the transaction in the applicable Prospectus
Supplement.
By Agents
The Securities may also be sold through agents designated by
our Company. Any agent involved will be named, and any fees or commissions
payable by our Company to such agent will be set forth, in the applicable
Prospectus Supplement. Any such fees or commissions will be paid out of the
general corporate funds of our Company. Unless otherwise indicated in the
Prospectus Supplement, any agent will be acting on a best efforts basis for the
period of its appointment.
35
Direct Sales
Securities may also be sold directly by our Company at such
prices and upon such terms as agreed to by our Company and the purchaser. In
this case, no underwriters, dealers or agents would be involved in the offering.
General Information
Underwriters, dealers and agents that participate in the
distribution of the Securities offered by this Prospectus may be deemed
underwriters under the Securities Act, and any discounts or commissions they
receive from us and any profit on their resale of the securities may be treated
as underwriting discounts and commissions under the Securities Act.
Underwriters, dealers or agents who participate in the
distribution of Securities may be entitled under agreements to be entered into
with our Company to indemnification by our Company against certain liabilities,
including liabilities under Canadian provincial and territorial and United
States securities legislation, or to contribution with respect to payments which
such underwriters, dealers or agents may be required to make in respect thereof.
Such underwriters, dealers or agents may be customers of, engage in transactions
with, or perform services for, our Company in the ordinary course of business.
We may enter into derivative transactions with third parties,
or sell securities not covered by this Prospectus to third parties in privately
negotiated transactions. If the applicable Prospectus Supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this Prospectus and the applicable Prospectus Supplement, including in short
sale transactions. If so, the third parties may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock. The
third parties in such sale transactions will be identified in the applicable
Prospectus Supplement.
One or more firms, referred to as remarketing firms, may also
offer or sell the Securities, if the Prospectus Supplement so indicates, in
connection with a remarketing arrangement upon their purchase. Remarketing firms
will act as principals for their own accounts or as agents for us. These
remarketing firms will offer or sell the Securities in accordance with the terms
of the Securities. The Prospectus Supplement will identify any remarketing firm
and the terms of its agreement, if any, with us and will describe the
remarketing firms compensation. Remarketing firms may be deemed to be
underwriters in connection with the Securities they remarket.
In connection with any offering of Securities, underwriters may
over-allot or effect transactions which stabilize or maintain the market price
of the Securities offered at a level above that which might otherwise prevail in
the open market. Such transactions may be commenced, interrupted or discontinued
at any time.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material U.S. federal
income tax consequences that may be relevant to a beneficial owner of Debt
Securities and Common Shares acquired pursuant to this Prospectus. This summary
does not address the U.S. federal income tax consequences of the acquisition,
ownership, and exercise of Warrants, Subscription Receipts, or Units.
Scope of this Summary
This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax consequences related to the acquisition, ownership and disposition of
Debt Securities and Common Shares. Except as specifically set forth below, this
summary does not discuss applicable tax reporting requirements. In addition,
this summary does not take into account the individual facts and circumstances
of any particular holder that may affect the U.S. federal income tax
consequences to such holder. Accordingly, this summary is not intended to be,
and should not be construed as, legal or U.S. federal income tax advice with
respect to any particular holder. Each holder should consult its own tax advisors regarding the U.S. federal, state and
local, and non-U.S. tax consequences related to the acquisition, ownership and
disposition of Debt Securities and Common Shares.
36
No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the IRS) has been requested, or will be obtained,
regarding the U.S. federal income tax consequences related to the acquisition,
ownership and disposition of Debt Securities and Common Shares. This summary is
not binding on the IRS, and the IRS is not precluded from taking a position that
is different from, and contrary to, the positions taken in this summary.
Authorities
This summary is based on the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, and U.S. court decisions that are applicable and, in each case, as in
effect and available, as of the date of this Prospectus. Any of the authorities
on which this summary is based could be changed in a material and adverse manner
at any time, and any such change could be applied on a retroactive basis. This
summary does not discuss the potential effects, whether adverse or beneficial,
of any proposed legislation that, if enacted, could be applied on a retroactive
basis.
U.S. Holders
As used in this summary, the term U.S. Holder means a
beneficial owner of Debt Securities or Common Shares acquired pursuant to this
Prospectus that is, for U.S. federal income tax purposes:
|
|
an individual who is a citizen or resident of the United
States;
|
|
|
|
|
|
a corporation (or other entity taxable as a corporation
for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia;
|
|
|
|
|
|
an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
|
|
|
|
|
|
a trust that (1) is subject to the primary supervision of
a court within the United States and the control of one or more U.S.
persons for all substantial decisions of the trust or (2) has a valid
election in effect under applicable Treasury Regulations to be treated as
a U.S. person.
|
Non-U.S. Holders
The term Non-U.S. Holder means any beneficial owner of Debt
Securities or Common Shares acquired pursuant to this Prospectus that is neither
a U.S. Holder nor a partnership (nor other entity or arrangement treated as a
partnership for U.S. federal income tax purposes).
Holders Subject to Special U.S. Federal Income Tax
Rules
This summary deals only with persons or entities who hold Debt
Securities or Common Shares as a capital asset within the meaning of Section
1221 of the Code (generally, property held for investment purposes). This
summary does not address all aspects of U.S. federal income taxation that may be
applicable to holders in light of their particular circumstances or to holders
subject to special treatment under U.S. federal income tax law, such as (without
limitation):
|
|
banks, insurance companies, and other financial
institutions;
|
|
|
|
|
|
dealers or traders in securities, commodities
or foreign currencies;
|
|
|
|
|
|
regulated investment companies;
|
|
|
|
|
|
tax-exempt entities;
|
|
|
|
|
|
U.S. expatriates or former long-term residents
of the United States;
|
37
|
|
persons holding Debt Securities or Common Shares as part
of a straddle, appreciated financial position, synthetic security, hedge,
conversion or constructive sale transaction or other integrated
investment;
|
|
|
|
|
|
entities that acquire Debt Securities or Common Shares
that are treated as partnerships for U.S. federal income tax purposes and
partners in such partnerships;
|
|
|
|
|
|
real estate investment trusts;
|
|
|
|
|
|
U.S. Holders that have a functional currency other than
the U.S. dollar;
|
|
|
|
|
|
holders that acquired Debt Securities or Common Shares in
connection with the exercise of employee stock options or otherwise as
consideration for services; or
|
|
|
|
|
|
holders that are controlled foreign corporations or
passive foreign investment companies.
|
Holders that are subject to special provisions under the Code,
including holders described immediately above, should consult their own tax
advisors regarding the U.S. federal, state and local, and non-U.S. tax
consequences arising from and relating to the acquisition, ownership and
disposition of Debt Securities and Common Shares.
If an entity or arrangement that is classified as a partnership
(or other pass-through entity) for U.S. federal income tax purposes holds Debt
Securities or Common Shares, the U.S. federal income tax consequences to such
entity and the partners (or other owners) of such entity generally will depend
on the activities of the entity and the status of such partners (or owners).
This summary does not address the tax consequences to any such owner or entity.
Partners (or other owners) of entities or arrangements that are classified as
partnerships or as pass-through entities for U.S. federal income tax purposes
should consult their own tax advisors regarding the U.S. federal income tax
consequences arising from and relating to the acquisition, ownership, and
disposition of Debt Securities and Common Shares.
Tax Consequences Not Addressed
This summary does not address the U.S. state and local, U.S.
federal estate and gift, U.S. Medicare, U.S. federal alternative minimum tax, or
non-U.S. tax consequences to holders of Debt Securities and Common Shares. Each
holder should consult its own tax advisors regarding the U.S. state and local,
U.S. federal estate and gift, U.S. federal alternative minimum tax, and non-U.S.
tax consequences of the acquisition, ownership, and disposition of Debt
Securities and Common Shares.
Debt Securities
U.S. Federal Income Tax Consequences to U.S. Holders
Payments of Interest
Interest on a Debt Security generally will be taxable to a U.S.
Holder as ordinary interest income at the time of receipt or accrual in
accordance with the U.S. Holders method of accounting for U.S. federal income
tax purposes.
Sale, Exchange or Retirement of Debt Securities
Upon the sale, exchange, retirement or other taxable
disposition of a Debt Security, a U.S. Holder generally will recognize gain or
loss equal to the difference between the amount realized on the disposition,
less any accrued but unpaid interest, which will be taxable as ordinary income
in the manner described above under Payments of Interest, and the U.S.
Holders adjusted tax basis in the Debt Security. The adjusted tax basis of a
Debt Security generally will equal its initial cost reduced by principal
payments previously received on the Debt Security. Gain or loss recognized by a
U.S. Holder generally will be long-term capital gain or loss if the U.S.
Holders holding period for the Debt Security exceeds one year at the time of
the disposition. Deductions for capital losses are subject to complex
limitations under the Code.
38
Information Reporting and Backup Withholding
Information reporting requirements generally will apply to
payments of interest on Debt Securities and to the proceeds of a sale of Debt
Securities paid to a U.S. Holder unless the U.S. Holder is an exempt recipient
(such as a corporation). Backup withholding will apply to those payments if the
U.S. Holder fails to provide its correct taxpayer identification number or
certification of exempt status, or if the U.S. Holder is notified by the IRS
that it has failed to report in full payments of interest and dividend income.
Backup withholding is not an additional tax, and any amounts withheld under the
backup withholding rules generally will be allowed as a refund or a credit
against a U.S. Holders U.S. federal income tax liability, if any, provided the
required information is furnished in a timely manner to the IRS.
U.S. Federal Income Tax Consequences to Non-U.S.
Holders
U.S. Federal Withholding Tax
The 30% U.S. federal withholding tax will not apply to any
payment of interest on a Debt Security to a Non-U.S. Holder under the portfolio
interest rule if certain requirements are satisfied and provided that:
|
|
interest paid on the Debt Securities is not effectively
connected with the Non-U.S. Holders conduct of a trade or business in the
United States;
|
|
|
|
|
|
the Non-U.S. Holder does not actually (or constructively)
own 10% or more of the total combined voting power of all classes of the
Companys voting stock within the meaning of the Code and applicable
Treasury Regulations;
|
|
|
|
|
|
the Non-U.S. Holder either (a) provides its name and
address on an IRS Form W-8BEN (or other applicable form), and certifies,
under penalties of perjury, that it is not a United States person as
defined under the Code or (b) holds its debt securities through certain
foreign intermediaries and satisfies the certification requirements of
applicable Treasury Regulations.
|
If a Non-U.S. Holder cannot satisfy the requirements above,
payments of interest will generally be subject to the 30% U.S. federal
withholding tax, unless such Non-U.S. Holder provides the Company with a
properly executed:
|
|
IRS Form W-8BEN (or other applicable form) claiming an
exemption from or reduction in withholding under the benefit of an
applicable income tax treaty; or
|
|
|
|
|
|
IRS Form W-8ECI (or other applicable form) stating that
interest paid on the Debt Securities is not subject to withholding tax
because it is effectively connected with the conduct of a trade or
business in the United States (as discussed below under U.S. Federal
Income Tax).
|
The 30% U.S. federal withholding tax generally will not apply
to any payment of principal or gain that a Non-U.S. Holder realizes on the sale,
exchange, retirement or other disposition of a Debt Security.
U.S. Federal Income Tax
If a Non-U.S. Holder is engaged in a trade or business in the
United States and interest on the Debt Securities is effectively connected with
the conduct of that trade or business (and, if required by an applicable income
tax treaty, is attributable to a U.S. permanent establishment), then such
Non-U.S. Holder will be subject to U.S. federal income tax on that interest on a
net income basis in the same manner as if such Non-U.S. Holder were a U.S.
person as defined under the Code, and such Non-U.S. Holder will be exempt from
the 30% U.S. federal withholding tax, provided the certification requirements
discussed above in U.S. Federal Withholding Tax are satisfied. In addition, if
the Non-U.S. Holder is a foreign corporation, such holder may be subject to a
branch profits tax equal to 30% (or lower applicable income tax treaty rate) of
such interest, subject to adjustments.
Any gain realized on the disposition of a Debt Security,
including as redemption by the Company as discussed below, generally will not be
subject to U.S. federal income tax unless:
39
|
|
the gain is effectively connected with a U.S. trade or
business carried on by the Non-U.S. Holder (and, where an income tax
treaty applies, is attributable to a U.S. permanent establishment of the
Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax
on the net gain from the disposition at regular graduated U.S. federal
income tax rates, and if the Non-U.S. Holder is a corporation, may be
subject to an additional U.S. branch profits tax at a gross rate equal to
30% of its effectively connected earnings and profits for that taxable
year, subject to any exemption or lower rate as may be specified by an
applicable income tax treaty; or
|
|
|
|
|
|
the Non-U.S. Holder is an individual who is present in
the United States for 183 days or more in the taxable year of disposition
and certain other conditions are met, in which case the Non-U.S. Holder
will be subject to a 30% tax on the gain from the sale, which may be
offset by U.S. source capital losses.
|
Information Reporting and Backup Withholding
Generally, the Company must report to the IRS and to a Non-U.S.
Holder the amount of interest paid to such Non-U.S. Holder and the amount of
tax, if any, withheld with respect to those payments. Copies of the information
returns reporting such interest payments and any withholding may also be made
available to the tax authorities in the country in which such Non-U.S. Holder
resides under the provisions of an applicable income tax treaty.
In general, a Non-U.S. Holder will not be subject to backup
withholding with respect to payments on the Debt Securities that the Company
makes to such Non-U.S. Holder provided that the Company does not have actual
knowledge or reason to know that such Non-U.S. Holder is a U.S. person as
defined under the Code, and the Company received from such Non-U.S. Holder the
statement described above under U.S. Federal Withholding Tax.
Information reporting and, depending on the circumstances,
backup withholding will apply to the proceeds of a sale of the Debt Securities
within the United States or conducted through certain U.S.-related financial
intermediaries, unless the Non-U.S. Holder certifies, under penalties of
perjury, that such holder is a Non-U.S. Holder (and the payor does not have
actual knowledge or reason to know that such holder is a U.S. person as defined
under the Code), or such holder otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against a Non-U.S. Holders U.S. federal income
tax liability provided the required information is furnished to the IRS.
Rules Relating to Foreign Accounts
Under legislation enacted in 2010 and existing guidance issued
thereunder, a 30% U.S. federal withholding tax may apply to interest paid in
respect of Debt Securities, and gross proceeds from the sale of Debt Securities,
held by or through certain foreign financial institutions (including investment
funds) beginning after June 30, 2014, in the case of interest, and beginning
after December 31, 2016, in the case of such gross proceeds, unless such foreign
financial institution enters into an agreement with the Secretary of the
Treasury to report, on an annual basis, certain information regarding accounts
with or interests in the institution held by certain U.S. persons and by certain
non-U.S. entities that are wholly- or partially-owned by U.S. persons.
Accordingly, the entity through which Debt Securities are held will affect the
determination of whether such withholding is required. Similarly, interest in
respect of Debt Securities, and gross proceeds from the sale of Debt Securities,
held by certain investors that are non-financial non-U.S. entities will be
subject to withholding at a rate of 30%, beginning after June 30, 2014, in the
case of interest, and beginning after December 31, 2016, in the case of such
gross proceeds, unless such entity either (i) certifies that such entity does
not have any substantial U.S. owners or (ii) provides certain information
regarding the entitys substantial U.S. owners, which will in turn be provided
to the Secretary of the Treasury. Non-U.S. Holders should consult with their own
tax advisors regarding the possible implications of the foregoing rules on their
holding of Debt Securities.
40
Common Shares
U.S. Federal Income Tax Consequences to U.S. Holders
Distributions
Distributions made on Common Shares generally will be included
in a U.S. Holders income as ordinary dividend income to the extent of the
Companys current and accumulated earnings and profits (determined under U.S.
federal income tax principles) as of the end of the taxable year in which the
distribution occurs. However, with respect to dividends received by certain
non-corporate U.S. Holders (including individuals), such dividends are generally
taxed at the applicable long-term capital gains rates (currently at a maximum
tax rate of 20%), provided certain holding period and other requirements are
satisfied. Distributions in excess of current and accumulated earnings and
profits will be treated as a return of capital to the extent of a U.S. Holders
adjusted tax basis in the Common Shares and thereafter as capital gain from the
sale or exchange of the Common Shares, which will be taxable according to rules
discussed under the heading Sale, Exchange or Other Taxable Disposition of
Common Shares, below. Dividends received by a corporate holder may be eligible
for a dividends received deduction, subject to applicable limitations.
Sale, Exchange or Other Taxable Disposition of Common
Shares
Upon the sale, exchange or other taxable disposition of Common
Shares, a U.S. Holder generally will recognize capital gain or loss equal to the
difference between (i) the amount of cash and the fair market value of any
property received upon such taxable disposition and (ii) the U.S. Holders
adjusted tax basis in the Common Shares. Such capital gain or loss will be
long-term capital gain or loss if a U.S. Holders holding period in the Common
Shares is more than one year at the time of the taxable disposition. Long-term
capital gains recognized by certain non-corporate U.S. Holders (including
individuals) will generally be subject to a maximum U.S. federal income tax rate
of 20%. Deductions for capital losses are subject to complex limitations under
the Code.
Information Reporting and Backup Withholding
Information reporting requirements generally will apply to
payments of dividends on Common Shares and to the proceeds of a sale of Common
Shares paid to a U.S. Holder unless the U.S. Holder is an exempt recipient (such
as a corporation). Backup withholding will apply to those payments if the U.S.
Holder fails to provide its correct taxpayer identification number or
certification of exempt status, or if the U.S. Holder is notified by the IRS
that it has failed to report in full payments of interest and dividend income.
Backup withholding is not an additional tax, and any amounts withheld under the
backup withholding rules generally will be allowed as a refund or a credit
against a U.S. Holders U.S. federal income tax liability, if any, provided the
required information is furnished in a timely manner to the IRS.
U.S. Federal Income Tax Consequences to Non-U.S.
Holders
Dividends
Distributions on Common Shares paid to Non-U.S. Holders will
constitute dividends for U.S. federal income tax purposes to the extent paid
from the Companys current and accumulated earnings and profits, as determined
under U.S. federal income tax principles. To the extent those distributions
exceed current and accumulated earnings and profits, they will constitute a
return of capital and will first reduce a Non-U.S. Holders basis in Common
Shares, but not below zero, and then will be treated as gain from the sale of
stock, which will be taxable according to rules discussed below under the
heading Sale or Other Taxable Disposition of Common Shares. Any dividends paid
to a Non-U.S. Holder with respect to Common Shares generally will be subject to
withholding tax at a 30% gross rate, subject to any exemption or lower rate
under an applicable treaty if the Non-U.S. Holder provides the Company with a
properly executed IRS Form W-8BEN, unless the Non-U.S. Holder provides the
Company with a properly executed IRS Form W-8ECI (or other applicable form)
relating to income effectively connected with the conduct of a trade or business
within the United States.
41
Dividends that are effectively connected with the conduct of a
trade or business within the United States and includible in the Non-U.S.
Holders gross income are not subject to the withholding tax (assuming proper
certification and disclosure), but instead are subject to U.S. federal income
tax on a net income basis at applicable graduated individual or corporate rates.
Any such effectively connected income received by a non-U.S. corporation may,
under certain circumstances, be subject to an additional branch profits tax at a
30% rate, subject to any exemption or lower rate as may be specified by an
applicable income tax treaty.
A Non-U.S. Holder of Common Shares who wishes to claim the
benefit of an applicable treaty rate or exemption is required to satisfy certain
certification and other requirements. If a Non-U.S. Holder is eligible for an
exemption from or a reduced rate of U.S. withholding tax pursuant to an income
tax treaty, it may obtain a refund of any excess amounts withheld by timely
filing an appropriate claim for refund with the IRS.
Sale or Other Taxable Disposition of Common
Shares
In general, a Non-U.S. Holder of Common Shares will not be
subject to U.S. federal income tax on gain recognized from a sale, exchange, or
other taxable disposition of such Common Shares, unless:
|
|
the gain is effectively connected with a U.S. trade or
business carried on by the Non-U.S. Holder (and, where an income tax
treaty applies, is attributable to a U.S. permanent establishment of the
Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax
on the net gain from the disposition at regular graduated U.S. federal
income tax rates, and if the Non-U.S. Holder is a corporation, may be
subject to an additional U.S. branch profits tax at a gross rate equal to
30% of its effectively connected earnings and profits for that taxable
year, subject to any exemption or lower rate as may be specified by an
applicable income tax treaty;
|
|
|
|
|
|
the Non-U.S. Holder is an individual who is present in
the United States for 183 days or more in the taxable year of the
disposition and certain other conditions are met, in which case the Non-
U.S. Holder will be subject to a 30% tax on the gain from the sale, which
may be offset by U.S. source capital losses; or
|
|
|
|
|
|
the Company is or has been a United States real property
holding corporation (USRPHC) for U.S. federal income tax purposes at
any time during the shorter of the Non-U.S. Holders holding period or the
5-year period ending on the date of the disposition; provided that, as
long as the Companys Common Shares regularly traded on an established
securities market as determined under the Treasury Regulations (the
Regularly Traded Exception), a Non-U.S. Holder would not be subject to
taxation on the gain on the disposition of Common Shares under this rule
unless the Non-U.S. Holder has owned more than 5% of our common stock at
any time during such 5-year or shorter period (a 5% Shareholder).
Non-U.S. Holders should be aware that the Company has made no
determination as to whether the Company is or has been a USRPHC, and the
Company can provide no assurances that it is not and will not become a
USRPHC in the future. In addition, in the event that the Company is or
becomes a USRPHC, the Company can provide no assurances that the Common
Shares will meet the Regularly Traded Exception at the time a Non-U.S.
Holder purchases such Common Shares or sells, exchanges or otherwise
disposes of such Common Shares. Non-U.S. Holders should consult with their
own tax advisors regarding the consequences to them of investing in a
USRPHC. As a USRPHC, a Non-U.S. Holder will be taxed as if any gain or
loss were effectively connected with the conduct of a U.S. trade or
business as described above in Dividends in the event that (i) such
holder is a 5% Shareholder, or (ii) the Regularly Traded Exception is not
satisfied during the relevant period.
|
Information Reporting and Backup Withholding
Generally, the Company must report annually to the IRS and to
Non-U.S. Holders the amount of dividends paid on the Common Shares to Non-U.S.
Holders and the amount of tax, if any, withheld with respect to those dividends.
Copies of the information returns reporting such dividends and withholding may
also be made available to the tax authorities in the country in which a Non-U.S.
Holder resides under the provisions of an applicable income tax treaty.
42
In general, a Non-U.S. Holder will not be subject to backup
withholding with respect to payments of dividends by the Company, provided the
Company receives a statement meeting certain requirements to the effect that the
Non-U.S. Holder is not a U.S. person and the Company does not have actual
knowledge or reason to know that the holder is a U.S. person, as defined under
the Code, or the Non-U.S. Holder otherwise establishes an exemption. The
requirements for the statement will be met if (1) the Non-U.S. Holder provides
its name, address and U.S. taxpayer identification number, if any, and
certifies, under penalty of perjury, that it is not a U.S. person (which
certification may be made on IRS Form W-8BEN) or (2) a financial institution
holding the instrument on behalf of the Non-U.S. Holder certifies, under penalty
of perjury, that such statement has been received by it and furnishes the
Company or the paying agent with a copy of the statement. In addition, a
Non-U.S. Holder will be subject to information reporting and, depending on the
circumstances, backup withholding with respect to payments of the proceeds of a
sale of Common Shares within the United States or conducted through certain
U.S.-related financial intermediaries, unless the statement described above has
been received, and the Company does not have actual knowledge or reason to know
that a holder is a U.S. person, as defined under the Code, or the Non-U.S.
Holder otherwise establishes an exemption. Backup withholding is not an
additional tax and any amounts withheld under the backup withholding rules will
be allowed as a refund or a credit against a Non-U.S. Holders U.S. federal
income tax liability, if any, provided the required information is furnished in
a timely manner to the IRS.
Rules Relating to Foreign Accounts
Under legislation enacted in 2010 and existing guidance issued
thereunder, a 30% U.S. federal withholding tax may apply to dividends in respect
of Common Shares, and gross proceeds from the sale of Common Shares, held by or
through certain foreign financial institutions (including investment funds)
beginning after June 30, 2014, in the case of dividends, and beginning after
December 31, 2016, in the case of such gross proceeds, unless such institution
enters into an agreement with the Secretary of the Treasury to report, on an
annual basis, certain information regarding accounts with or interests in the
institution held by certain U.S. persons and by certain non-U.S. entities that
are wholly- or partially-owned by U.S. persons. Accordingly, the entity through
which Common Shares are held will affect the determination of whether such
withholding is required. Similarly, dividends in respect of Common Shares, and
gross proceeds from the sale of Common Shares, held by certain investors that
are non-financial non-U.S. entities will be subject to withholding at a rate of
30%, beginning after June 30, 2014, in the case of dividends, and beginning
after December 31, 2016, in the case of such gross proceeds, unless such entity
either (i) certifies that such entity does not have any substantial U.S.
owners or (ii) provides certain information regarding the entitys substantial
U.S. owners, which will in turn be provided to the Secretary of the Treasury.
Non-U.S. Holders should consult with their own tax advisors regarding the
possible implications of the foregoing rules on their holding of Common
Shares.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of McMillan LLP has acted as our Companys legal
counsel by providing an opinion on the validity of the securities, other than
Debt Securities, offered in this Prospectus and applicable Prospectus
Supplements.
The law firm of Edwards Wildman Palmer LLP has acted as special
New York legal counsel to our Company by providing an opinion on the validity of
the Debt Securities offered in this Prospectus and applicable Prospectus
Supplements. Such Debt Securities may be offered in one or more series under an
Indenture to be entered into between us and Transfer Online, Inc. as
trustee.
Counsel named in the applicable Prospectus Supplement will pass
upon legal matters for any underwriters, dealers or agents.
The consolidated financial statements of Uranium Energy Corp.
appearing in Uranium Energy Corp.s Annual Report (Form 10-K) for the year ended
July 31, 2013, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
43
No expert or counsel named in this prospectus as having
prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters
in connection with the registration or offering of the common stock was employed
on a contingency basis, or had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in the registrant, nor was
any such person connected with the registrant as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
TRANSFER AGENT AND REGISTRAR
Our registrar and transfer agent for our common shares is
Transfer Online, Inc. located at 512 SE Salmon Street, Portland, OR 97214.
RECENT DEVELOPMENTS
Filing of Canadian Prospectus
On December 27, 2013, we filed a prospectus pursuant to the
multi-jurisdictional disclosure system between the United States and Canada with
the securities regulatory authorities in the Provinces of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia,
Newfoundland and Labrador, and Prince Edward Island,
which upon final
receipt, will permit our Company to offer and sell the Securities for gross
proceeds of up to $100,000,000. The Securities that may be sold in the Provinces
of Canada named above, together with the Securities to be sold in the United
States pursuant to this Prospectus, will not exceed $100,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference information
into this prospectus, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be a part of this prospectus,
except for any information superseded by information in this prospectus.
The following documents filed by our company with the SEC are
incorporated herein by reference:
|
(a)
|
our Annual Report on Form 10-K for the fiscal year ended
July 31, 2013 that we filed with the SEC on October 15, 2013;
|
|
|
|
|
(b)
|
our Quarterly Report on Form 10-Q for our fiscal quarter
ended October 31, 2013, that we filed with the SEC on December 9,
2013;
|
|
|
|
|
(c)
|
our Current Reports on Form 8-K that we filed with the
SEC on August 5, 2013, October 2, 2013, October 23, 2013, November 12,
2013 and December 31, 2013 and our Current Report on Form 8- K/A that we
filed with the SEC on December 6, 2013;
|
|
|
|
|
(d)
|
our proxy statement on Schedule 14A that we filed with
the SEC on June 7, 2013; and
|
|
|
|
|
(e)
|
the description of our common stock contained in the
Registration Statement on Form 8-A, as filed with the SEC on December 12,
2005, as updated in the Companys Current Report on Form 8-K, as filed
with the SEC on February 9, 2006, which disclosed the increase in the
Companys authorized share capital to 750,000,000 shares of common
stock.
|
All reports and other documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents. Any statement contained in a document incorporated
by reference in this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement or in any subsequently filed
document that is also incorporated by reference in this registration statement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
44
We will provide to each person, including any beneficial owner,
to whom a Prospectus is delivered, a copy of any or all of the information that
has been incorporated by reference in the Prospectus but not delivered with the
Prospectus. We will provide this information, at no cost to the requester, upon
written or oral request to us at the following address or telephone number:
Amir Adnani, President and Chief Executive Officer
1111 West
Hastings Street, Suite 320
Vancouver, British Columbia, Canada, V6E 2J3
Telephone: (604) 682-9775
We file annual and quarterly reports, current reports on Form
8-K and proxy statements with the SEC. The public may read and copy any
materials we file with the SEC at the SECs Public Reference Room at 100 F
Street N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (
http://www.sec.gov
) that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC.
We have filed a registration statement on Form S-3 with the SEC
for the securities we are offering by this Prospectus. This Prospectus does not
include all of the information contained in the registration statement. You
should refer to the registration statement and its exhibits for additional
information.
__________
45
URANIUM ENERGY CORP.
$25,996,254
PROSPECTUS SUPPLEMENT
RODMAN & RENSHAW, A UNIT OF
|
HAYWOOD SECURITIES INC
|
H. C. WAINWRIGHT & CO., LLC
|
|
January 17, 2017
__________
Uranium Energy (AMEX:UEC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Uranium Energy (AMEX:UEC)
Historical Stock Chart
From Apr 2023 to Apr 2024