RISK FACTORS
Prospective investors should carefully
consider the following risks, as well as the other information contained in this prospectus and in the documents incorporated by
reference herein, including the risks described in our annual report on Form 10-K and our quarterly reports on Form 10-Q, before
investing in our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our
business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking
statements expressed by us and a significant decrease in the market price of our common stock. Refer to “Forward-Looking
Statements”.
There is no assurance that we will
be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause, or that these
potential risks and uncertainties are a complete list of the risks and uncertainties facing us. Furthermore, there may be additional
risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future
and have 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.
As more fully described under Item 1. Business,
in our Form 10-K Annual Report for Fiscal 2016, 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.
As more fully described under “Liquidity
and Capital Resources” of Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations,
in our Form 10-Q Quarterly Report for the period ended April 30, 2017, we have a history of significant negative cash flow and
net losses, with an accumulated deficit balance since inception of $221.7 million at April 30, 2017. Historically, we have been
reliant primarily on equity financings from the sale of our common stock and, for 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 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 nine months ended April 30, 2017, 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.
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.
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 (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 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 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 Company’s 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
.
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 nine months ended April 30, 2017, Fiscal 2016, Fiscal 2014 or for
any periods prior to Fiscal 2012.
During the nine months ended April 30,
2017, we continued to operate our Palangana Mine at a reduced pace since implementing our strategic plan in September 2013 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 company’s 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 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 or probable reserves have been established.
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 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 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 $3.9 million on our balance sheet at April 30, 2017, 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.
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.
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 i
ncrease 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 our 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.
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., Trier S.A. and CIC Resources (Paraguay)
Inc., 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 management’s 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.
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 United States., and it may be difficult for stockholders to enforce within the United States 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.
Management’s 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. Management’s 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.
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 American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the
NYSE MKT) 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 155,766,284 shares were issued and outstanding as of September 6, 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 the 2014 Shelf which was declared
effective on January 10, 2014, providing 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 filed the 2017 Shelf, which was declared
effective on March 10, 2017, and, as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides
for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering
amount of $100 million, of which a total of $33.7 million has been utilized through public offerings as of September 6, 2017.
We are subject to the Continued Listing
Criteria of the NYSE American and our failure to satisfy these criteria may result in delisting of our common stock
.
Our common stock is currently listed on
the NYSE American. 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 American may delist the securities of any issuer (i) if, in its opinion, the
issuer’s 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 American
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 American’s listing requirements; (v) if an issuer’s common stock sells at what
the NYSE American considers a “low selling price” and the issuer fails to correct this via a reverse split of shares
after notification by the NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing
on the NYSE American, in its opinion, inadvisable.
If the NYSE American 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, including the documents
that are and will be incorporated by reference into this prospectus, include statements and information about our strategy, objectives,
plans and expectations for the future that are not statements or information of historical fact. These statements and information
are considered to be forward-looking statements, or forward-looking information, within the meaning of and under the protection
provided by the safe harbor provision for forward-looking statements as contained in the Private Securities Litigation Reform Act
of 1995 and similar Canadian securities laws.
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 or in any documents incorporated by reference into this prospectus 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 or in any documents incorporated by reference into this prospectus 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;
|
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·
|
our expectations for worldwide nuclear power generation and future uranium supply and demand, including
long-term market prices for U
3
O
8
;
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·
|
our belief and expectations of ISR mining for our uranium projects, where applicable;
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·
|
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;
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·
|
our plans and expectations including anticipated expenditures relating to exploration, pre-extraction,
extraction and reclamation activities for our uranium projects including the Palangana Mine;
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·
|
our ability to obtain, maintain and amend, within a reasonable period of time, required rights,
permits and licenses from landowners, governments and regulatory authorities;
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·
|
our ability to obtain adequate additional financing including access to the equity and credit markets;
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·
|
our ability to remain in compliance with the terms of our indebtedness; and
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·
|
our belief and expectations including the possible impact of any legal proceedings or regulatory
actions against the Company.
|
Forward-looking statements, and any estimates
and assumptions upon which they are based, are made as of the date of this prospectus or the date of any documents incorporated
by reference into this prospectus, 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.
Forward-looking statements are subject
to known and unknown risks and uncertainties. As discussed in more detail under “Risk Factors” in this prospectus,
we have identified a number of material risks and uncertainties which reflect our outlook and conditions known to us as of the
date of this prospectus, including but not limited to the following:
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·
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our limited financial and operating history;
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·
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our need for additional financing;
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·
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our ability to service our indebtedness;
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·
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our limited uranium extraction and sales history;
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·
|
our operations are inherently subject to numerous significant risks and uncertainties, many are
beyond our control;
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·
|
our exploration activities on our mineral properties may not result in commercially recoverable
quantities of uranium;
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·
|
limits to our insurance coverage;
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·
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the level of government regulation, including environmental regulation;
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·
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changes in governmental regulation and administrative practices;
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·
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the marketability of uranium concentrates;
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·
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the competitive environment in which we operate;
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·
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our dependence on key personnel; and
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·
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conflicts of interest of our directors and officers.
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Any one of the foregoing 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. Furthermore, there is no assurance that we will be successful in preventing the material
adverse effects that any one or more of these material risks and uncertainties may cause on our business, prospects, financial
condition and operating results, or that the foregoing list represents 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.
Forward-looking statements made by us or
by persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary information.
USE OF PROCEEDS
We will not receive any of the proceeds
from the sale of 15,205,610 previously-issued shares of common stock by the Selling Securityholders pursuant to this prospectus.
However, up to an additional 11,308,728 shares of common stock that may be offered for sale by certain Selling Securityholders
under this prospectus are issuable upon exercise of warrants. If all of these warrants are exercised, which cannot be assured,
we will receive total proceeds of $26,010,074. We expect that the proceeds, if any, would be used for general corporate and working
capital purposes.
DETERMINATION OF OFFERING PRICE
The Selling Securityholders may sell all
or a portion of the shares of common stock beneficially owned by them from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Securityholders
will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold
on the NYSE American, any national securities exchange or quotation service on which the securities may be listed or quoted at
the time of sale, or in transactions otherwise than on these exchanges or systems and in one or more transactions at fixed prices,
at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions, which may involve crosses or block transactions.
SELLING SECURITYHOLDERS
The Selling Securityholders, Pacific Road
Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd.,
Pacific Road Resources Reno Creek Cayco 4 Ltd., Reno Creek Unit Trust, Bayswater Holdings Inc. and Haywood Securities Inc. are
offering, from time to time, up to an aggregate of 26,514,338 shares of common stock under this prospectus.
On May 9, 2017, we entered into a share
purchase agreement (the “
Share Purchase Agreement
”) with Pacific Road Capital A Pty Ltd., as trustee for Pacific
Road Resources Fund A, a trust governed by the laws of Australia (“
Fund A
”), Pacific Road Capital B Pty Ltd.,
as trustee for Pacific Road Resources Fund B, a trust governed by the laws of Australia (“
Fund B
”), and Pacific
Road Holdings S.à.r.l., a Luxembourg corporation (“
Luxco
”) to acquire all of the issued and outstanding
shares (the “
Purchased Shares
”) of Reno Creek Holdings Inc. (“
RCHI
”) and, indirectly thereby,
100% of its fully permitted Reno Creek in-situ recovery (“
ISR
”) project located in the Powder River Basin, Wyoming
(“
Reno Creek
” or the “
Project
”). On August 7, 2017, we entered into an amending agreement
(the “
Amendment
”) with Bayswater Holdings Inc. (“
BHI
”), 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
”) and Reno Creek Unit Trust (“
RCUT
”, and together with Cayco 1, Cayco 2, Cayco 3 and Cayco 4, the
“
Pacific Road Funds
”) whereby the Share Purchase Agreement, which is dated for reference as at May 9, 2017,
was amended.
On July 26, 2017, pursuant to the Pre-Closing
Reorganization (as set out in the Share Purchase Agreement), Fund A, Fund B and Luxco assigned all of their common shares of RCHI
and all of their right title and interest in the Share Purchase Agreement to the Pacific Road Funds.
Pursuant to the Share Purchase Agreement,
as amended by the Amendment, as partial consideration for the Purchased Shares of RCHI we issued 14,987,908 restricted shares of
common stock and 11,308,728 common stock purchase warrants to BHI and the Pacific Road Funds as more particularly set forth in
our Form 8-K filed with the SEC on August 11, 2017.
On May 8, 2017, we entered into a financial
advisor letter agreement (the “
Financial Advisory Agreement
”) with Haywood Securities Inc. (“
Haywood
”),
pursuant to which Haywood provided financial advisory services to us with respect to the Share Purchase Agreement, as amended.
As partial consideration for Haywood’s financial advisory services, on August 21, 2017, we issued 217,702 restricted shares
of common stock to Haywood pursuant to the terms of the Financial Advisory Agreement.
We agreed to file the registration statement
of which this prospectus forms a part with the SEC in accordance with the requirements of the Securities Act in order to register
such 15,205,610 shares of common stock and 11,308,728 shares of common stock issuable upon exercise of the 11,308,728 warrants
for resale by the Selling Securityholders.
The securities issued with respect to the
Share Purchase Agreement, as amended, and the Financial Advisory Agreement were issued in reliance on Rule 903 of Regulation S
of the Securities Act as the securities were issued to persons who were not “U.S. persons”, within the meaning of Regulation
S, and who were otherwise outside of the United States.
The following table sets forth information
as of September 6, 2017 regarding the ownership of the shares of common stock to be sold by the Selling Securityholders. The number
of shares indicated for each Selling Securityholder includes both the shares and, if applicable, the shares underlying certain
warrants issued under the Share Purchase Agreement, as amended.
Information with respect to “Number
of shares owned prior to this offering” includes shares issuable upon exercise of warrants, if applicable, held by the Selling
Securityholders and other shares held of record by the Selling Securityholders. The “Number of shares being offered”
consists of the 15,205,610 shares and 11,308,728 shares issuable upon exercise of the 11,308,728 warrants which may be resold by
the Selling Securityholders pursuant to this prospectus.
Information with respect to “Number
of shares to be owned upon completion of this offering” assumes the sale of all of the shares being offered by this prospectus
and no other purchases or sales of our common stock by the Selling Securityholders.
Except as described below and to our knowledge,
the named Selling Securityholders own and have sole voting and investment power over all shares or rights to these shares. Except
for their ownership of common stock described below, none of the Selling Securityholders had or have any material relationship
with us. The Selling Securityholders may have sold or transferred, in transactions exempt from the registration requirements of
the Securities Act, some or all of the common stock held by them since the date as of which information is presented below.
The applicable percentages of beneficial
ownership are based on an aggregate of 155,766,284 shares of our common stock issued and outstanding on September 6, 2017, adjusted
as may be required by rules promulgated by the SEC.
|
Name of Selling Securityholder
|
|
Number of
shares owned
prior to this
offering
(1)
|
|
|
Number of
shares being
offered
(2)
|
|
|
Number of
shares to be
owned upon
completion of
this offering
(3)
|
|
|
Percent owned
upon completion
of this offering
(3)(4)
|
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|
Pacific Road Resources Reno Creek Cayco 1 Ltd.
(5)
|
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|
5,994,737
|
(6)
|
|
|
5,994,737
|
(6)
|
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|
Nil
|
|
|
|
Nil
|
|
|
Pacific Road Resources Reno Creek Cayco 2 Ltd.
(7)
|
|
|
5,994,737
|
(8)
|
|
|
5,994,737
|
(8)
|
|
|
Nil
|
|
|
|
Nil
|
|
|
Pacific Road Resources Reno Creek Cayco 3 Ltd.
(9)
|
|
|
4,995,614
|
(10)
|
|
|
4,995,614
|
(10)
|
|
|
Nil
|
|
|
|
Nil
|
|
|
Pacific Road Resources Reno Creek Cayco 4 Ltd.
(11)
|
|
|
3,513,715
|
(12)
|
|
|
3,513,715
|
(12)
|
|
|
Nil
|
|
|
|
Nil
|
|
|
Reno Creek Unit Trust
(13)
|
|
|
5,079,935
|
(14)
|
|
|
5,079,935
|
(14)
|
|
|
Nil
|
|
|
|
Nil
|
|
|
Bayswater Holdings Inc.
(15)
|
|
|
717,898
|
(16)
|
|
|
717,898
|
(16)
|
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|
Nil
|
|
|
|
Nil
|
|
|
Haywood Securities Inc.
(17)
|
|
|
217,702
|
(18)
|
|
|
217,702
|
(18)
|
|
|
Nil
|
|
|
|
Nil
|
|
|
Total
|
|
|
|
|
|
|
26,514,338
|
|
|
|
Nil
|
|
|
|
Nil
|
|
|
|
(1)
|
Beneficial ownership calculation under Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting
of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may
be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose
of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these acquisition rights.
|
|
|
(2)
|
The “Number of shares being offered” for each Selling Securityholder consists of the
shares which are being registered pursuant to the registration statement of which this prospectus forms a part, that is, the 14,987,908
shares of common stock issued on August 9, 2017 pursuant to the Share Purchase Agreement, as amended, the 217,702 shares of common
stock issued on August 21, 2017 pursuant to the Financial Advisory Agreement and the 11,308, 728 shares of common stock issuable
upon exercise of the warrants issued on August 9, 2017 pursuant to the Share Purchase Agreement, as amended.
|
|
|
(3)
|
Assumes that the Selling Securityholders sell all of the shares which are being registered under
the registration statement of which this prospectus forms a part.
|
|
|
(4)
|
Based on 155,766,284 shares of our common stock issued and outstanding as of September 6, 2017.
|
|
|
(5)
|
Pacific Road Resources Reno Creek Cayco 1 Ltd. is a wholly owned subsidiary of Pacific Road Resources
Reno Creek AIV 1 LP (“
AIV 1
”). Pacific Road Capital Management G.P. Limited (“
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 these shares.
|
|
|
(6)
|
This figure consists of 3,416,732 shares of common stock and 2,578,005 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(7)
|
Pacific Road Resources Reno Creek Cayco 2 Ltd. is a wholly owned subsidiary of Pacific Road Resources
Reno Creek AIV 2 LP (“
AIV 2
”). 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 these shares.
|
|
|
(8)
|
This figure consists of 3,416,732 shares of common stock and 2,578,005 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(9)
|
Pacific Road Resources Reno Creek Cayco 3 Ltd. is a wholly owned subsidiary of Pacific Road Resources
Reno Creek AIV 3 LP (“
AIV 3
”). 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 these shares.
|
|
|
(10)
|
This figure consists of 2,847,277 shares of common stock and 2,148,337 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(11)
|
Pacific Road Resources Reno Creek Cayco 4 Ltd. is a wholly owned subsidiary of Pacific Road Resources
Reno Creek AIV 4 LP (“
AIV 4
”). 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 these shares.
|
|
|
(12)
|
This figure consists of 2,002,661 shares of common stock and 1,511,054 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(13)
|
PRCM Nominees Pty Limited is the trustee of Reno Creek Unit Trust, and accordingly, may be deemed
to have voting and dispositive power, and therefore, beneficial ownership over these shares.
|
|
|
(14)
|
This figure consists of 2,895,336 shares of common stock and 2,184,599 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(15)
|
Bayswater Holdings Inc. is a wholly owned subsidiary of Bayswater Uranium Corporation. Victor Tanaka,
the President and Chief Executive Officer of Bayswater Uranium Corporation, has voting and dispositive power over these shares.
|
|
|
(16)
|
This figure consists of 409,170 shares of common stock and 308,728 shares of common stock issuable
upon exercise of an outstanding warrant that is exercisable within 60 days.
|
|
|
(17)
|
Each of John Tognetti, the Chairman of Haywood Securities Inc. (“
Haywood
”),
David Lyall, the Vice Chairman of Haywood, Robert Blanchard, the CEO of Haywood and Peter Virvilis, the CFO of Haywood, have voting
and dispositive power over these shares.
|
|
|
(18)
|
This figure consists of 271,702 shares of common stock only.
|
PLAN OF DISTRIBUTION
Timing of Sales
The Selling Securityholders may offer and
sell the shares covered by this prospectus at various times. The Selling Securityholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.
Offering Price
The Selling Securityholders may sell all
or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through
one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the Selling Securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold on the NYSE American, any national securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, or in transactions otherwise than on these exchanges or systems and in one or more
transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of
sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.
Manner of Sale
The shares may be sold by means of one or more of the following
methods:
|
|
1.
|
a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
2.
|
purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant
to this prospectus;
|
|
|
3.
|
ordinary brokerage transactions in which the broker solicits purchasers;
|
|
|
4.
|
through options, swaps or derivative;
|
|
|
5.
|
privately negotiated transactions; or
|
|
|
6.
|
in a combination of any of the above methods.
|
The Selling Securityholders may sell their
shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged
by the Selling Securityholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the Selling Securityholders, or, if any such broker-dealer acts as agent for the purchaser of shares,
from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may,
but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a
Selling Securityholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer
is unable to do so acting as agent for a Selling Securityholder, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer commitment to the Selling Securityholder. Broker-dealers who acquire shares as principal may thereafter
resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing
at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with
resales of the shares, broker-dealers may pay to commissions or receive from commissions the purchasers of shares as described
above.
If our Selling Securityholders enter into
arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to the registration
statement of which this prospectus forms a part, disclosing such arrangements, including the names of any broker dealers acting
as underwriters.
The Selling Securityholders and any broker-dealers
or agents that participate with the Selling Securityholders in the sale of the shares may be deemed to be “underwriters”
within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on
the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Contractual Resale Restrictions for
Pacific Road Funds
Pursuant to the Share Purchase Agreement,
as amended, the Pacific Road Funds agreed, until the earlier of (i) August 9, 2019; and (ii) the date that the Pacific Road Funds
and any affiliates thereof hold, in the aggregate, five percent (5%) or less of the issued and outstanding shares of common stock
of the Company (the “
UEC Shares
”):
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|
(a)
|
not to privately sell the UEC Shares it holds without first providing the Company ten business
days to privately place such UEC Shares to establish a sale price, failing which the seller may sell such UEC Shares for the next
30 business days without any limitation or restriction, provided that, any sale is subject to the prior written consent of the
Company, which may be unreasonably withheld;
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|
|
(b)
|
not to sell any UEC Shares representing more than 10% of the five-day average trading volume of
UEC Shares traded on its principal exchange in any given day by all the Pacific Road Funds; and
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|
|
(c)
|
not to dispose of any UEC Shares (directly or indirectly) it holds for a period of 30 days after
the Company has notified it in writing that the Company is in the process of completing any equity financing (such restriction
being applicable only three times per year).
|
Sales Pursuant to Rule 144
Any shares of common stock covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, may be sold under Rule 144 rather than pursuant
to this prospectus.
Regulation M
We have advised the selling security holders
that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities
of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants
in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the
securities that are the subject of the distribution. Accordingly, the Selling Securityholder is not permitted to cover short sales
by purchasing shares while the distribution is taking place. Regulation M also governs bids and purchases made in order to stabilize
the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus
available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act.
State Securities Laws
Under the securities laws of some states,
the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares
may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or
qualification is available and is complied with.
Expenses of Registration
We are bearing all costs relating to the
registration of the common stock. The Selling Securityholders, however, will pay any commissions or other fees payable to brokers
or dealers in connection with any sale of the common stock.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our authorized capital stock consists of 750,000,000 shares
of common stock with a par value of $0.001 per share. As of September 6, 2017 there were 155,766,284 shares of our common stock
issued and outstanding.
Upon liquidation, dissolution or winding
up of our company, the holders of common stock are entitled to share ratably in all net assets available for distribution to common
stockholders after payment to secured convertible promissory note holders and creditors. The common stock is not convertible or
redeemable and has no pre-emptive, 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. In the event of a merger or consolidation all holders of common stock will
be entitled to receive the same per share consideration.
An aggregate of 11,308,728 shares of our
common stock issuable upon the exercise of certain outstanding common stock purchase warrants by the Selling Securityholders are
offered by this prospectus, as described herein. Each warrant is exercisable for the purchase of one share of common stock in the
capital of our Company at a price of $2.30 until August 9, 2022. The warrants are subject to accelerated expiry if, at any time,
the closing price of our Company’s shares on its principally traded exchange is equal to or greater than $4.00 per share
for a period of 20 consecutive trading days. In such case, the warrants will expire on the date that is 31 days following the warrant
holder’s receipt of notice of the accelerated expiry date. The purchase price and number of shares to be issued upon exercise
of the warrants are also subject to adjustment in certain cases, including, among others, in the event of a share reorganization,
capital reorganization or other related transaction.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Except as disclosed herein, 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 offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a
substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing
or principal underwriter, voting trustee, director, officer or employee.
McMillan LLP, our independent legal counsel,
has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.
The consolidated financial statements for
the years ended July 31, 2016 and 2015 incorporated in this prospectus by reference from the Company’s Annual Report on Form
10-K have been audited by Ernst & Young LLP, Chartered Professional Accountants (“Ernst & Young”), an independent
registered public accounting firm, as stated in their reports dated October 13, 2016. The reports of Ernst & Young, which are
incorporated herein by reference from the Company’s Annual Report on Form 10-K for the year ended July 31, 2016, and the
consolidated financial statements for the year ended July 31, 2016, have been so incorporated in reliance upon such reports given
upon on the authority of such firm as an expert in auditing and accounting.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The following documents filed by us with the SEC are incorporated
by reference in this prospectus:
|
|
(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 Current Report on Form 8-K that we filed with the SEC on January 17, 2017;
|
|
|
(d)
|
our Current Reports on Form 8-K that we filed with the SEC on March 9, 2017;
|
|
|
(e)
|
our Quarterly Report on Form 10-Q for our fiscal quarter ended January 31, 2017, that we filed
with the SEC on March 13, 2017;
|
|
|
(f)
|
our Current Report on Form 8-K that we filed with the SEC on May 12, 2017;
|
|
|
(g)
|
our Quarterly Report on Form 10-Q for our fiscal quarter ended April 30, 2017, that we filed with
the SEC on June 9, 2017;
|
|
|
(h)
|
our Current Report on Form 8-K that we filed with the SEC on July 31, 2017;
|
|
|
(i)
|
our Current Report on Form 8-K that we filed with the SEC on August 11, 2017; and
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(j)
|
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 Company’s Current Report on Form 8-K, as filed with the SEC on February
9, 2006, which disclosed the increase in the Company’s authorized share capital to 750,000,000 shares of common stock.
|
All documents subsequently filed with the
SEC by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to termination of the offering shall be deemed
to be incorporated by reference into the prospectus.
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 at the following address or telephone number: Uranium Energy Corp., 1030 West Georgia Street, Suite
1830, Vancouver, British Columbia V6E 2Y3; telephone number (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 SEC’s
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.
URANIUM ENERGY CORP.
26,514,338 Shares of Common Stock
PROSPECTUS
September 8, 2017
We have not authorized any dealer, salesperson
or other person to give any information or represent anything not contained in or incorporated by reference into this prospectus.
You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should
not rely on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. Neither the delivery
of this prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct
after the date hereof.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the expenses
to be incurred by us in connection with the preparation and filing of this registration statement. All amounts shown are estimates
except for the SEC registration fee:
|
SEC Registration Fee
|
|
$
|
4,056.38
|
|
|
|
|
|
|
|
|
Accounting fees and expenses
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
Legal fees and expenses
|
|
$
|
25,000
|
|
|
|
|
|
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|
Transfer agent and registrar fees
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
Miscellaneous
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
42,056.38
|
|
We are paying all expenses of the offering
listed above. No portion of these expenses will be borne by the Selling Securityholders. The Selling Securityholders, however,
will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions
paid by the Selling Securityholders to broker-dealers in connection with the sale of their shares.
Item 15. Indemnification of Officers and Directors
Our officers and directors are indemnified
as provided by the
Nevada Revised Statutes
(“NRS”), our Articles of Incorporation and our Bylaws.
NRS Section 78.7502 provides that:
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|
(i)
|
a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except
an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;
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(ii)
|
a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred
by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper;
and
|
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(iii)
|
to the extent that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection
with the defense.
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NRS Section 78.751 provides that we may
make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) by
our stockholders;
|
|
(b)
|
by our board of directors by majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding;
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(c)
|
if a majority vote of a quorum consisting of directors who were not parties to the action, suit
or proceeding so orders, by independent legal counsel in a written opinion;
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(d)
|
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot
be obtained, by independent legal counsel in a written opinion; or
|
(e) by
court order.
Our Certificate of Incorporation and Articles
provide that no director or officer shall be personally liable to our company, any of our stockholders or any other for damages
for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts
or omissions involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the
General Corporate Law of Nevada.
Further, our Bylaws provide that we shall,
to the fullest and broadest extent permitted by law, indemnify all persons whom we may indemnify pursuant thereto. We may, but
shall not be obligated to, maintain insurance, at our expense, to protect ourselves and any other person against any liability,
cost or expense. We shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action,
suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized
by a majority of the entire Board of Directors.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits
Exhibit
Number
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Description of Exhibit
|
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2.1
|
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Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.à.r.l and Uranium Energy Corp., dated May 9, 2017
(1)
.
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2.2
|
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Amending Agreement between Uranium Energy Corp., Bayswater Holdings Inc., Pacific Road Resources Reno Creek Cayco 1 Ltd., Pacific Road Resources Reno Creek Cayco 2 Ltd., Pacific Road Resources Reno Creek Cayco 3 Ltd., Pacific Road Resources Reno Creek Cayco 4 Ltd. and Reno Creek Unit Trust, dated August 7, 2017
(2)
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4.1
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Form of warrant certificate
(3)
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5.1
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Opinion of McMillan LLP, with consent to use, regarding the legality of the securities being registered
(3)
.
|
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23.1
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Consent of McMillan LLP (included in Exhibit 5.1).
|
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23.2
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Consent of Independent Registered Public Accounting Firm, Ernst & Young, LLP
(3)
.
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24.1
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Power of Attorney (included on signature pages to the registration statement).
|
|
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(1)
|
Incorporated by reference to our Quarterly Report on
Form 10-Q filed with the SEC on June 9, 2017.
|
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(2)
|
Incorporated by reference to our Current Report on Form
8-K filed with the SEC on August 11, 2017.
|
Item 17. Undertakings.
|
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
|
(i)
|
To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
|
(1)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
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(2)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
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(3)
|
To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
|
provided, however,
that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement
is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is a part of the registration statement.
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(ii)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
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(iii)
|
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
|
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(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
|
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(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Vancouver, Province of British Columbia, Canada, on the 8
th
day of September, 2017.
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|
URANIUM ENERGY CORP.
|
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By:
|
/s/ Amir Adnani
|
|
|
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Amir Adnani
President, Chief Executive Officer (Principal Executive
Officer) and a director
|
KNOW ALL BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Amir Adnani as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature
|
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Title
|
|
Date
|
|
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|
|
|
|
|
/s/ Amir Adnani
|
|
President, Chief Executive Officer (Principal
|
|
September 8, 2017
|
|
Amir Adnani
|
|
Executive Officer) and a director
|
|
|
|
|
|
|
|
|
|
/s/ Pat Obara
|
|
Secretary and Chief Financial Officer (Principal
|
|
September 8, 2017
|
|
Pat Obara
|
|
Financial Officer and Principal Accounting
Officer)
|
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|
|
|
|
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|
|
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/s/ Spencer Abraham
|
|
Executive Chairman and a director
|
|
September 8, 2017
|
|
Spencer Abraham
|
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|
|
|
/s/ Ivan Obolensky
|
|
Director
|
|
September 8, 2017
|
|
Ivan Obolensky
|
|
|
|
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|
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|
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/s/ Vincent Della Volpe
|
|
Director
|
|
September 8, 2017
|
|
Vincent Della Volpe
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Kong
|
|
Director
|
|
September 8, 2017
|
|
David Kong
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ganpat Mani
|
|
Director
|
|
September 8, 2017
|
|
Ganpat Mani
|
|
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