Item 2.01 Completion or Acquisition or Disposition of Assets
On October 14, 2022, pursuant to the previously announced share purchase and sale agreement (the “Share Purchase and Sale Agreement”), dated October 11, 2022, between Uranium Energy Corp. (the “Company”) and Rio Tinto Fer Et Titane Inc. (the “Vendor”), a Quebec corporation and wholly owned subsidiary of Rio Tinto plc, the Company acquired from the Vendor all of the issued and outstanding shares of Roughrider Mineral Holdings Inc., a Saskatchewan corporation and wholly owned subsidiary of the Vendor, which in turn, owns all of the issued and outstanding shares of Roughrider Mineral Assets Inc., also a Saskatchewan corporation, that holds certain mineral leases totaling approximately 598 hectares in northern Saskatchewan that is commonly referred to as the “Roughrider Project” located in the Athabasca Basin in Saskatchewan, Canada (the “Acquisition”).
Pursuant to the closing of the Acquisition, on October 14, 2022, the Company paid the Vendor $80 million in cash and issued to the Vendor 17,805,815 shares of common stock of the Company valued at $70 million based on the five-day VWAP of $3.9313 per share as of October 7, 2022.
Pursuant to the Share Purchase and Sale Agreement, the Company agreed to file a Form S-3 registration statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) within five business days of closing to register all of the shares issued to the Vendor for resale under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and to have the Registration Statement declared effective by the SEC as soon as possible thereafter.
The foregoing description of the Share Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by the Share Purchase and Sale Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2022.
No financial statements are required for the Acquisition because none of the significance tests under Item 3-05 of Regulation S-X exceed 20%. However, since the Company will be filing a Registration Statement with the SEC to register the shares issued to the Vendor for resale, the Company is required to file updated unaudited pro forma combined statement of operations and comprehensive loss of the Company and Uranium One Americas, Inc. (“U1A”) for the year ended July 31, 2022, which is attached hereto as Exhibit 99.1 as the prior unaudited pro forma condensed combined financial statements of the Company and U1A in the Company’s Current Report on Form 8-K/A filed with the SEC on March 4, 2022 did not include 9 months or more of combined information.