SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
Uranium Energy Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
916896103
(CUSIP Number)
August 9, 2017
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek Cayco 1 Ltd.
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
5,994,737*
|
|
6.
|
|
Shared voting power
0
|
|
7.
|
|
Sole dispositive power
5,994,737*
|
|
8.
|
|
Shared dispositive power
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,994,737*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.81%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 3,416,732
shares of common stock, par value $0.001 (the “
Common Shares
”) of Uranium Energy Corp. (the “
Issuer
”)
held by Pacific Road Resources Reno Creek Cayco 1 Ltd. (“
Cayco 1
”); and (ii) 2,578,005 Common Shares issuable
to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,578,005 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 1 pursuant
to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek Cayco 2 Ltd.
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
5,994,737*
|
|
6.
|
|
Shared voting power
0
|
|
7.
|
|
Sole dispositive power
5,994,737*
|
|
8.
|
|
Shared dispositive power
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,994,737*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.81%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 3,416,732
Common Shares of the Issuer held by Pacific Road Resources Reno Creek Cayco 2 Ltd. (“
Cayco 2
”); and (ii) 2,578,005
Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,578,005 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 2 pursuant
to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek Cayco 3 Ltd.
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
4,995,614*
|
|
6.
|
|
Shared voting power
0
|
|
7.
|
|
Sole dispositive power
4,995,614*
|
|
8.
|
|
Shared dispositive power
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
4,995,614*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.18%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 2,847,277 Common Shares of the Issuer
held by Pacific Road Resources Reno Creek Cayco 3 Ltd. (“
Cayco 3
”); and (ii) 2,148,337 Common Shares issuable
to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,148,337 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 3 pursuant
to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno
Creek Cayco 4 Ltd.
|
2.
|
|
Check the appropriate box
if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
3,513,715*
|
|
6.
|
|
Shared voting power
0
|
|
7.
|
|
Sole dispositive power
3,513,715*
|
|
8.
|
|
Shared dispositive power
0
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
3,513,715*
|
10.
|
|
Check box if the aggregate
amount in Row (11) excludes certain shares
¨
|
11.
|
|
Percent of class represented
by amount in Row (11)
2.25%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 2,002,661 Common Shares of the Issuer
held by Pacific Road Resources Reno Creek Cayco 4 Ltd. (“
Cayco 4
”); and (ii) 1,511,054 Common Shares issuable
to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 1,511,054 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Cayco 4 pursuant
to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek AIV 1 LP
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
5,994,737*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
5,994,737*
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,994,737*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.81%**
|
12.
|
|
Type of reporting person
PN
|
|
*
|
Consists of: (i) 3,416,732
Common Shares of the Issuer held by Cayco 1; and (ii) 2,578,005 Common Shares issuable to Cayco 1 upon exercise of an outstanding
warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,578,005 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road
Resources Reno Creek AIV 1 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek AIV 2 LP
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
5,994,737*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
5,994,737*
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,994,737*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.81%**
|
12.
|
|
Type of reporting person
PN
|
|
*
|
Consists of: (i) 3,416,732
Common Shares of the Issuer held by Cayco 2; and (ii) 2,578,005 Common Shares issuable to Cayco 2 upon exercise of an outstanding
warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,578,005 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road
Resources Reno Creek AIV 2 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno Creek AIV 3 LP
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
4,995,614*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
4,995,614*
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
4,995,614*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.18%**
|
12.
|
|
Type of reporting person
PN
|
|
*
|
Consists of: (i) 2,847,277
Common Shares of the Issuer held by Cayco 3; and (ii) 2,148,337 Common Shares issuable to Cayco 3 upon exercise of an outstanding
warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,148,337 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road
Resources Reno Creek AIV 3 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Resources Reno
Creek AIV 4 LP
|
2.
|
|
Check the appropriate box
if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
3,513,715*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
3,513,715*
|
9.
|
|
Aggregate amount beneficially
owned by each reporting person
3,513,715*
|
10.
|
|
Check box if the aggregate
amount in Row (11) excludes certain shares
¨
|
11.
|
|
Percent of class represented
by amount in Row (11)
2.25%**
|
12.
|
|
Type of reporting person
PN
|
|
*
|
Consists of: (i) 2,002,661 Common Shares of the Issuer
held by Cayco 4; and (ii) 1,511,054 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable
within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 1,511,054 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within
60 days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific Road
Resources Reno Creek AIV 4 LP pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Reno Creek Unit Trust
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Australia
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
5,079,935*
|
|
6.
|
|
Shared voting power
0
|
|
7.
|
|
Sole dispositive power
5,079,935*
|
|
8.
|
|
Shared dispositive power
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,079,935*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.23%**
|
12.
|
|
Type of reporting person
OO
|
|
*
|
Consists of: (i) 2,895,336
Common Shares of the Issuer held by RCUT; and (ii) 2,184,599 Common Shares issuable to RCUT upon exercise of an outstanding warrant
that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,184,599 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60
days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of RCUT pursuant to
Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
PRCM Nominees Pty Limited
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Australia
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
5,079,935*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
5,079,935*
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
5,079,935*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
3.23%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 2,895,336
Common Shares of the Issuer held by Reno Creek Unit Trust (“
RCUT
”); and (ii) 2,184,599 Common Shares issuable
to RCUT upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,184,599 Common Shares issuable to RCUT upon exercise of an outstanding warrant that is exercisable within 60
days, which are treated as issued and outstanding only for the purpose of computing the percentage ownership of PRCM Nominees Pty
Limited pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
1.
|
|
Name of reporting person
Pacific Road Capital Management G.P. Limited
|
2.
|
|
Check the appropriate box if a member of a group
(a)
¨
(b)
¨
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power
0
|
|
6.
|
|
Shared voting power
20,498,803*
|
|
7.
|
|
Sole dispositive power
0
|
|
8.
|
|
Shared dispositive power
20,498,803*
|
9.
|
|
Aggregate amount beneficially owned by each reporting person
20,498,803*
|
10.
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares
¨
|
11.
|
|
Percent of class represented by amount in Row (11)
12.52%**
|
12.
|
|
Type of reporting person
CO
|
|
*
|
Consists of: (i) 3,416,732
Common Shares of the Issuer held by Cayco 1; (ii) 3,416,732 Common Shares of the Issuer held by Cayco 2; (iii) 2,847,277 Common
Shares of the Issuer held by Cayco 3; (iv) 2,002,661 Common Shares of the Issuer held by Cayco 4; (v) 2,578,005 Common Shares
issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within 60 days; (vi) 2,578,005 Common Shares issuable
to Cayco 2 upon exercise of an outstanding warrant that is exercisable within 60 days; (vii) 2,148,337 Common Shares issuable
to Cayco 3 upon exercise of an outstanding warrant that is exercisable within 60 days; and (viii) 1,511,054 Common Shares issuable
to Cayco 4 upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
**
|
Based on: (i) 154,944,837 Common Shares issued and outstanding as of August 9, 2017, as reported by the Issuer to the Reporting
Person, plus (ii) 2,578,005 Common Shares issuable to Cayco 1 upon exercise of an outstanding warrant that is exercisable within
60 days, plus (iii) 2,578,005 Common Shares issuable to Cayco 2 upon exercise of an outstanding warrant that is exercisable within
60 days, plus (iv) 2,148,337 Common Shares issuable to Cayco 3 upon exercise of an outstanding warrant that is exercisable within
60 days, plus (v) 1,511,054 Common Shares issuable to Cayco 4 upon exercise of an outstanding warrant that is exercisable within
60 days, all of which are treated as issued and outstanding only for the purpose of computing the percentage ownership of Pacific
Road Capital Management G.P. Limited pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
Item 1.
(a) Name of Issuer
Uranium Energy Corp. (the “
Issuer
”)
(b) Address of Issuer’s Principal Executive Offices:
1030 West Georgia Street, Suite 1830, Vancouver, British Columbia
V6E 2Y3, Canada.
Item 2.
(a) Name of Person Filing
Pacific Road Capital Management G.P. Limited (“
Pacific
Road GP
”)
Pacific Road Resources Reno Creek AIV 1 LP (“
AIV 1
”)
Pacific Road Resources Reno Creek AIV 2 LP (“
AIV
2
”)
Pacific Road Resources Reno Creek AIV 3 LP (“
AIV
3
”)
Pacific Road Resources Reno Creek AIV 4 LP (“
AIV
4
”)
Pacific Road Resources Reno Creek Cayco 1 Ltd. (“
Cayco
1
”)
Pacific Road Resources Reno Creek Cayco 2 Ltd. (“
Cayco
2
”)
Pacific Road Resources Reno Creek Cayco 3 Ltd. (“
Cayco
3
”)
Pacific Road Resources Reno Creek Cayco 4 Ltd. (“
Cayco
4
”)
Reno Creek Unit Trust (“
RCUT
”)
PRCM Nominees Pty Limited (“
RCUT Trustee
”)
(each a “
Reporting Person
” and together, the “
Reporting Persons
”).
(b) Address of Principal Business Office
or, if none, Residence
The business address of RCUT and RCUT Trustee is L2
88 George St., Sydney, NSW, Australia.
The business address of each of the other Reporting
Persons is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands.
(c) Citizenship
Each of RCUT and RCUT Trustee is organized under the
laws of Australia. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.
(d) Title of Class of Securities
Shares of common stock, par value $0.001
(“
Common Shares
”).
(e) CUSIP Number
916896103.
Item
3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
(a)
¨
Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”);
(b)
¨
Bank as
defined in Section 3(a)(6) of the Exchange Act;
(c)
¨
Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
(d)
¨
Investment
company registered under Section 8 of the Investment Company Act;
(e)
¨
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
¨
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
¨
A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
¨
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)
¨
A church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)
¨
Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The information required by Items 4(a)-(c)
as of the date hereof is set forth in Rows (5)-(11) of the cover page for each Reporting Person.
Voting and dispositive decisions for Cayco
1 are made by its board of directors. AIV 1 is the sole shareholder of Cayco 1 and Pacific Road GP is the general partner of AIV
1. Accordingly, each of AIV 1 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial
ownership, over the Common Shares and shares of common stock issuable upon exercise of an outstanding warrant (the “
Warrant
”)
that is exercisable within 60 days (the “
Warrant Shares
”) which Cayco 1 directly beneficially owns. Each of
Pacific Road GP and AIV 1 disclaims beneficial ownership of such Common Shares and Warrant Shares.
Voting and dispositive decisions for Cayco
2 are made by its board of directors. AIV 2 is the sole shareholder of Cayco 2 and Pacific Road GP is the general partner of AIV
2. Accordingly, each of AIV 2 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial
ownership, over the Common Shares and Warrant Shares which Cayco 2 directly beneficially owns. Each of Pacific Road GP and AIV
2 disclaims beneficial ownership of such Common Shares and Warrant Shares.
Voting and dispositive decisions for Cayco
3 are made by its board of directors. AIV 3 is the sole shareholder of Cayco 3 and Pacific Road GP is the general partner of AIV
3. Accordingly, each of AIV 3 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial
ownership, over the Common Shares and Warrant Shares which Cayco 3 directly beneficially owns. Each of Pacific Road GP and AIV
3 disclaims beneficial ownership of such Common Shares and Warrant Shares.
Voting and dispositive decisions for Cayco
4 are made by its board of directors. AIV 4 is the sole shareholder of Cayco 4 and Pacific Road GP is the general partner of AIV
4. Accordingly, each of AIV 4 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial
ownership, over the Common Shares and Warrant Shares which Cayco 4 directly beneficially owns. Each of Pacific Road GP and AIV
4 disclaims beneficial ownership of such Common Shares and Warrant Shares.
Voting and dispositive decisions for RCUT
are made by its trustee, RCUT Trustee. Accordingly, RCUT Trustee may be deemed to have voting and dispositive power and therefore,
beneficial ownership, over the Common Shares and Warrant Shares which RCUT directly beneficially owns. RCUT Trustee disclaims beneficial
ownership of such Common Shares and Warrant Shares.
Each of the Warrants held by Cayco 1, Cayco
2, Cayco 3, Cayco 4 and RCUT (collectively, the “
Parties
”) have an exercise price equal to US$2.30 per Common
Share, subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special
distributions and certain other transactions. The Warrants may be exercised at any time on or after the issuance thereof and for
a five-year period thereafter, subject to earlier termination if the Issuer’s value weighted average price for 10 consecutive
trading days equals or exceeds US$4.00 per Common Share.
Each of Parties acted together in negotiating
the sale to the Issuer of the Parties’ common shares of Reno Creek Holdings Inc. in consideration for the Common Shares and
Warrant Shares described in this Schedule 13G (the “
Transaction
”). Due to the relationships described in this
Item 4, the Parties, together with AIV 1, AIV 2, AIV 3, AIV 4, Pacific Road GP and RCUT Trustee may be deemed to constitute a “group”
with one another for purposes of Section 13(d)(3) of the Exchange Act by virtue of together negotiating and being signatories to
the share purchase agreement with the Issuer relating to the Transaction. Neither the filing of this Schedule 13G nor any of its
contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d)(3) of the Exchange Act or
for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
¨
.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
EXHIBITS
1. Joint Filing Agreement, dated the date hereof, between the
Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 18,
2017
PACIFIC
ROAD RESOURCES
RENO CREEK CAYCO 1 LTD.
|
|
PACIFIC
ROAD RESOURCES
RENO CREEK CAYCO 2 LTD.
|
|
|
|
By:
/s/ Evan
Burtton
|
|
By:
/s/ Evan
Burtton
|
Name: Evan Burtton
|
|
Name: Evan Burtton
|
Title: Director
|
|
Title: Director
|
|
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK CAYCO 3 LTD.
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK CAYCO 4 LTD.
|
|
|
|
By:
/s/ Evan
Burtton
|
|
By:
/s/ Evan
Burtton
|
Name: Evan Burtton
|
|
Name: Evan Burtton
|
Title: Director
|
|
Title: Director
|
|
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK AIV 1 LP
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK AIV 2 LP
|
|
|
|
By: Pacific
Road Capital Management G.P. Limited,
its
general partner
|
|
By: Pacific
Road Capital Management G.P. Limited,
its
general partner
|
|
|
|
By:
/s/ Evan
Burtton
|
|
By:
/s/ Evan
Burtton
|
Name: Evan Burtton
|
|
Name: Evan Burtton
|
Title: Director
|
|
Title: Director
|
|
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK AIV 3 LP
|
|
PACIFIC ROAD
RESOURCES
RENO CREEK AIV 4 LP
|
|
|
|
By: Pacific
Road Capital Management G.P. Limited,
its
general partner
|
|
By: Pacific
Road Capital Management G.P. Limited,
its
general partner
|
|
|
|
By:
/s/ Evan
Burtton
|
|
By:
/s/ Evan
Burtton
|
Name: Evan Burtton
|
|
Name: Evan Burtton
|
Title: Director
|
|
Title: Director
|
|
|
|
PACIFIC ROAD
CAPITAL MANAGEMENT
G.P. LIMITED
|
|
RENO CREEK UNIT
TRUST
|
|
|
|
By:
/s/ Evan Burtton
Name: Evan Burtton
|
|
By: PRCM
Nominees Pty Limited,
its
trustee
|
Title: Director
|
|
|
|
|
By:
/s/ Greg
Dick
|
PRCM NOMINEES
PTY LIMITED
|
|
Name: Greg Dick
|
|
|
Title: Secretary
|
By:
/s/ Greg
Dick
|
|
|
Name: Greg Dick
|
|
|
Title: Secretary
|
|
|
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