NYSE American: UEC
Denison's
Latest Non-Binding Offer Equates to 20% Dilution to Denison shareholders on a Fully Diluted
Basis
UEC's Accepted Offer Equates to Only 15%
Dilution to UEC Shareholders on a Fully Diluted Basis
There is Overwhelming Support from UEX
Shareholders for the UEC Offer
CORPUS
CHRISTI, Texas, Aug. 9, 2022
/PRNewswire/ - Uranium Energy Corp. (NYSE American: UEC) (the
"Company" or "UEC") announces that it has received a
notice from UEX Corporation ("UEX") that Denison Mines Corp.
("Denison") has made a new
non-binding proposal to acquire all of the issued and outstanding
shares of UEX ("UEX Shares") pursuant to a plan of
arrangement (the "New Denison Proposal"). UEX
has further advised UEC that the board of directors of UEX (the
"UEX Board") has determined to unilaterally postpose the
special meeting of securityholders of UEX originally scheduled for
today, Tuesday, August 9, 2022 to
Monday, August 15, 2022 to consider
whether the New Denison Proposal constitutes a "Superior Proposal"
as defined in the arrangement agreement dated June 13, 2022, as amended June 23, 2022 and August
5, 2022, among UEX, UEC and the UEC 2022 Acquisition Corp.
(the "Arrangement Agreement").
Amir Adnani, President and CEO,
stated "The new non-binding Denison offer is 5% more dilutive to its
shareholders compared to UEC's superior bid. The Denison offer is also inferior as it
introduces deal uncertainties for UEX shareholders, that is why we
are extremely disappointed in the actions of the UEX board in
delaying the shareholder vote. More than 38% of eligible securities
have already voted on the UEC proposal with 93.4% voting in
favour. We look forward to new shareholder meeting at or
earlier than August 15, 2022. As
previously mentioned, UEC's accepted offer doubles UEC's uranium
resource at only 14.2% dilution to our existing shareholders on a
pro forma basic shares basis."
UEC's offer and amended agreement announced on August 8, 2022 is superior to the New Denison
Proposal in all respects:
- Superior Financial Consideration. The implied value of
The New Denison Proposal is not reflective of Denison's current share price given the 20%
dilution Denison would undertake
if it were to complete a transaction with UEX.
- Quicker Path to Completion. UEX securityholders were
scheduled to vote on UEC's proposed acquisition of the UEX Shares
based on the Revised UEC Offer on Tuesday
August 9, 2022, with closing of the transaction (subject to
court approval and the satisfaction or waiver of closing conditions
customary for a transaction of this nature) anticipated within days
of the UEX securityholder vote.
- New Denison Proposal is Financially Inferior, Uncertain and
Remains Subject to the Execution of a Definitive Agreement. The
Denison Proposal, remains subject to, among other things, the
execution of a definitive agreement, the preparation of an
information circular providing disclosure on the proposed
transaction, court and regulatory approvals, and the calling of a
new securityholders meeting to approve the transaction. As such, a
closing of any deal with Denison
is likely to take UEX shareholders into Q4 2022.
Under the terms of the Arrangement Agreement, if the UEX Board
determines that the New Denison Proposal is a Superior Proposal and
makes a determination to accept, approve, recommend or enter into
an agreement in respect of the New Denison Proposal, UEX is
required to immediately provide notice to UEC, upon receipt of
which UEC has the right, for a period of five business days from
receipt of UEX's notice, to offer to amend the terms of the
Arrangement Agreement. In the event that UEC elects not to
offer to amend the Arrangement Agreement and if UEX terminates the
Arrangement Agreement in order to enter into an agreement with
Denison, then UEX is required to
pay to UEC a termination fee in the amount of US$8.8 million.
About Uranium Energy
Corp
Uranium Energy Corp is America's leading, fastest growing,
uranium mining company listed on the NYSE American. UEC is a pure
play uranium company and is advancing the next generation of
low-cost, environmentally friendly In-Situ Recovery (ISR) mining
uranium projects. The Company has two production ready ISR hub and
spoke platforms in South Texas and
Wyoming, anchored by fully
licensed and operational processing capacity at the Hobson and Irigaray plants. UEC also has seven
U.S. ISR uranium projects with all of their major permits in
place. Additionally, the Company has other diversified
holdings of uranium assets, including: (1) one of the largest
physical uranium portfolios of U.S. warehoused
U3O8; (2) a major equity stake in the only
royalty company in the sector, Uranium Royalty Corp.; and (3) a
pipeline of resource-stage uranium projects in Arizona, Colorado, New
Mexico and Paraguay. The Company's operations are
managed by professionals with a recognized profile for excellence
in their industry, a profile based on many decades of hands-on
experience in the key facets of uranium exploration, development
and mining.
Twitter: @UraniumEnergy
Stock Exchange Information:
NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103
Safe Harbor Statement
Except for the statements of historical fact contained herein,
the information presented in this news release constitutes
"forward-looking statements" as such term is used in
applicable United States and Canadian laws. These
statements relate to analyses and other information that are based
on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Any other statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "expects" or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans, "estimates" or
"intends", or stating that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved) are not statements of historical fact and should be
viewed as "forward-looking statements". Such forward looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks and other factors
include, among others, market and other conditions, the actual
results of exploration activities, variations in the underlying
assumptions associated with the estimation or realization of
mineral resources, the availability of capital to fund programs and
the resulting dilution caused by the raising of capital through the
sale of shares, accidents, labor disputes and other risks of the
mining industry including, without limitation, those associated
with the environment, delays in obtaining governmental approvals,
permits or financing or in the completion of development or
construction activities, title disputes or claims limitations on
insurance coverage. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements contained in this news release and in any document
referred to in this news release. Certain matters discussed in this
news release and oral statements made from time to time by
representatives of the Company may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and the Federal securities laws. Although the
Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions,
it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks,
trends and uncertainties that could cause actual results to differ
materially from those projected. Many of these factors are beyond
the Company's ability to control or predict. Important factors that
may cause actual results to differ materially and that could impact
the Company and the statements contained in this news release can
be found in the Company's filings with the Securities and Exchange
Commission. For forward-looking statements in this news
release, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The Company assumes
no obligation to update or supplement any forward-looking
statements whether as a result of new information, future events or
otherwise. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy securities.
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SOURCE Uranium Energy Corp