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Item 1.01
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Entry Into a Material Definitive Agreement
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On March 17, 2021, Uranium Energy Corp.
(the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with
institutional investors, pursuant to which the Company agreed to sell an aggregate of 10,000,000 shares of its common stock (the
“Shares”) to such investors at a price of $3.05 per Share for gross proceeds of $30.5 million (the “Offering”).
The Company entered into an engagement
agreement dated March 16, 2021, as amended on March 18, 2021 (the “Engagement Agreement”), whereby the Company engaged
H.C. Wainwright & Co., LLC, Haywood Securities Inc., TD Securities (USA) LLC, as its lead placement agents, and Roth Capital
Partners, LLC, as co-placement agent in connection with the Offering. H.C. Wainwright & Co., LLC, Haywood Securities Inc.,
TD Securities (USA) LLC and Roth Capital Partners, LLC are collectively referred to as, the “Placement Agents.” The
Placement Agents have agreed to use their reasonable best efforts to arrange for the sale of the Shares in a registered direct
offering. As consideration, the Company agreed to pay the Placement Agents a cash fee equal to (i) 4.0% of the aggregate
gross proceeds raised in the offering of up to $20,000,000 and (ii) 5.0% of the aggregate gross proceeds raised in the Offering
of $20,000,000 or above. In addition, the Company has agreed to reimburse the Placement Agents for expenses in an aggregate amount
of approximately $50,000.
The net proceeds to the Company from the
registered direct public offering, after deducting the placement agent fees and expenses and the Company's estimated offering expenses,
are expected to be approximately $29,075,000.
The Shares will be issued pursuant to a
prospectus supplement dated as of March 17, 2021, which was filed with the Securities and Exchange Commission (the “SEC”)
in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-236571), which became
effective on March 3, 2020 and the base prospectus dated as of March 3, 2020 contained in such registration statement.
The legal opinion of McMillan LLP relating
to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
The description of terms and conditions
of the Engagement Agreement and the Securities Purchase Agreement set forth herein do not purport to be complete and are qualified
in their entirety by the full text of the Engagement Agreement and the form of Securities Purchase Agreement, which are attached
hereto as Exhibits 1.1 and 10.1, respectively, and incorporated herein by reference.
The Engagement Agreement and the
Securities Purchase Agreement contain representations and warranties that the parties made to, and solely for the benefit of,
the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The provisions of the Engagement Agreement and the Securities Purchase Agreement, including the
representations and warranties contained therein, are not for the benefit of any party other than the parties to such
agreements and are not intended as documents for investors and the public to obtain factual information about the current
state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other
disclosures contained in the Company's filings with the SEC.