UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 19, 2015
Date of Report (Date
of earliest event reported)
Uranerz Energy Corporation
(Exact name of registrant as specified in its charter)
Nevada |
001-32974 |
98-0365605 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
|
Identification No.) |
1701 East E Street |
|
PO Box 50850 |
|
Casper, Wyoming, USA |
82605 |
(Address of principal executive offices) |
(Zip Code) |
(307) 265-8900
Registrant's telephone
number, including area code
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
[X] |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 7.01 |
Regulation FD Disclosure
|
As previously disclosed, on January 5, 2015, Uranerz Energy
Corporation, a Nevada corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Energy Fuels
Inc., an Ontario corporation (Energy Fuels), and EFR Nevada Corp., a
Nevada corporation and wholly owned subsidiary of a subsidiary of Energy Fuels
(Merger Sub). The Merger Agreement provides for a business combination
whereby Merger Sub will merge with and into the Company (the Merger),
and as a result the Company will continue as the surviving operating corporation
and as an indirectly wholly owned subsidiary of Energy Fuels.
BNN Interview
In connection with the merger, Mr. Dennis Higgs, Executive
Chairman of the Company, and Mr. Steve Anthony, Chief Executive Officer of
Energy Fuels, participated in an interview on the Business News Network
(BNN) on February 17, 2015 to discuss the Merger and certain other
matters. The Company has furnished a transcript of the interview as Exhibit 99.1
hereto (the Transcript).
The Transcript is furnished and not filed pursuant to Item 7.01
as Exhibit 99.1 hereto. Such information shall not be deemed to be filed for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Companys filings under the Securities Act or the
Exchange Act whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
Please see the disclosures set forth under Item 7.01
Regulation FD Disclosure, which are incorporated by reference into this Item
8.01.
The Transcript is furnished and not filed pursuant to Item 8.01
as Exhibit 99.1 hereto. Such information shall not be deemed to be filed for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Companys filings under the Securities Act or the
Exchange Act whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
Additional Information
This communication may be deemed to be solicitation material in
respect of the proposed combination of the Company and Energy Fuels. In
connection with the proposed business combination, Energy Fuels intends to file
relevant materials with the SEC, including a registration statement on Form F-4
that will include a proxy statement of the Company that also constitutes a
prospectus of Energy Fuels. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT AND PROSPECTUS INCLUDED THEREIN, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain the documents free of charge at the SECs web
site, http://www.sec.gov, and the Companys stockholders will receive
information at an appropriate time on how to obtain transaction-related
documents for free from the Company. Such documents are not currently available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Safe Harbor Statement
This Current Report on Form 8-K contains forward-looking
statements that involve risks, uncertainties, and assumptions that are difficult
to predict. Actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of risks and
uncertainties including, without limitation, the parties' ability to
consummate the Merger; the conditions to the completion of the Merger, including
the receipt of shareholder and regulatory approvals required for the Merger may
not be obtained on the terms expected or on the anticipated schedule; the
parties' ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the Merger; the volatility of the international
marketplace; future uranium prices; the ability to raise capital to fund project
development; the ability to complete future acquisitions and other risk factors
as described from time to time in the Companys periodic reports filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments
or otherwise.
Item 9.01 |
Financial Statements and Exhibits.
|
(1) |
Filed as an exhibit hereto |
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
URANERZ ENERGY CORPORATION
DATE: February 19, 2015 |
By: Glenn Catchpole |
|
|
|
Glenn Catchpole |
|
Chief Executive Officer |
EXHIBIT INDEX
(1) |
Filed as an exhibit hereto |
BNN
BUSNINESS NEWS NETWORK
http://www.bnn.ca/Video/player.aspx?vid=552937
________________________________________________________
Uranium demand to outstrip supply, fuelling prices
Tue, Feb 17, 2015 - 12:20 PM
Steve Antony, president and CEO of Energy Fuels and Dennis
Higgs, executive chairman of Uranerz, join The Business News to explain why low
uranium prices helped prompt the companies' recent merger. They also explain why
an expected rise in demand for uranium over the coming years will help fuel
prices.
HOST: The price of uranium's down about 14 percent from the
November high. But the market has recently sparked back into life, after years
of low prices, triggered, of course, by the Fukushima nuclear disaster.
Joining us to tell us where they expect uranium prices to go
over the next year, the President and CEO of Energy Fuels, Steve Antony, and the
Executive Chair of Uranerz is Dennis Higgs. Gentlemen, good to have you with us.
MR. HIGGS: Thank you.
MR. ANTONY: Good to be here.
HOST: Now, as far as the, the acquisition here, the, the
purchase, 179 million in stock, why combine now?
MR. ANTONY: Well, as you well know, these are difficult times
in the uranium business. We are in a low environment. And one of the management
techniques is to consolidate in that low environment. And that's the reason why
we've looked here.
MR. HIGGS: Sure. You look at a combined entity, the two
companies will have the largest resource base -- uranium resource base of any of
the U.S. producers.
So, it gives us staying power. It gives us scalability to take
on our existing projects and develop them in the future, as uranium price moves
up. And prepares us for -- gives us survival today and, and prepares us for the
future.
HOST: How far down the road before you see that uranium yellow
cake price start to tick up again?
MR. HIGGS: Well, it has been ticking up most recently,
actually. We --
HOST: Um-hmm.
MR. HIGGS: We've followed all the analysts. We've used some
internal analysis on uranium price. We believe the uranium price will increase
over the next several years.
Specifically, you're looking at shortfall -- production
shortfalls going into 2018 through '20. And so, we look for a, a bigger increase
in uranium price at that time. But I think incremental increases starting most
recently and, and through to that, this year and, and going forward.
MR. ANTONY: And you, you take a look at the basic supply/demand
metrics of the industry. You know, and the world, be it little known, is
embracing nuclear power, certainly because of its environmentally-friendly
nature. And you see a number of builds occurring around the world. There's 70
nuclear power plants currently under construction and more to come.
HOST: And when a, a plant goes online, and, and even long
before it goes --
MR. ANTONY: Um-hmm.
HOST: -- online, we, we know that the uranium is such a small
cost of an overall --
MR. ANTONY: Um-hmm.
HOST: -- nuclear power plant. But the contracts are generally
long-term contracts, as opposed --
MR. ANTONY: Um-hmm.
HOST: -- to the spot prices we were just showing on the screen.
So, give us a sense as to how the combined company will be positioned in a
long-term contract environment.
MR. ANTONY: Um-hmm. Well, of course, utilities do like to enter
into long-term contracts, because they obviously -- the capital cost of a
nuclear power plant is higher amongst the other fields available.
So what they do is they go to the market and they look for
reliable, de-risk producers that can provide that over a period of time, usually
a minimum of five years, which we term a "long-term contract". And they enter
into these contracts well before the first megawatt is produced from the power
plant.
MR. HIGGS: As, as a combined -- you know, the two companies
right now, combined, have six contracts -- long-term contracts that would carry
us through -- or not carry us, I shouldn't say.
I should say we have contracts that go through 2020. This year,
alone, 2015, the two companies, combined, would have about a million pounds
under contract.
MR. ANTONY: Um-hmm.
MR. HIGGS: The price of those contracts would be about $58 a pound, $59 a pound. So that's about
50-percent higher price than the current spot price. So, we've got good
contracts now, and they'll last us for a while.
HOST: So then, what does 2020 look like to you, when it comes
time to renegotiate. We, we know, you know, Raymond James is --
MR. ANTONY: Um-hmm.
HOST: -- figuring, even by 2018, we could see $70 a pound --
MR. ANTONY: Um-hmm. HOST: -- for yellow cake. MR. ANTONY: Well,
that's -- MR. HIGGS: Sure.
MR. ANTONY: -- that's what they'll look at. The time -- usually
you renegotiate well before the termination of the contract. In our case,
probably 18 months.
HOST: Um-hmm.
MR. ANTONY: We will negotiate. Reopeners -- or renewals of
those contracts. But the big thing is that these supply elements, you know, that
we'd be looking at are going to go for five years after that, and at robust
prices.
HOST: On the topic of robust prices, or perhaps the, the lack
thereof, I'm curious to know what your take is on substitution fuels.
Particularly natural gas, as cheap as it is right now.
MR. ANTONY: Um-hmm.
HOST: Even heating oil, for that matter. But, particularly on
the nat. gas side, with the lower for longer, is that putting pressure on your
right now to, to, to, to be -- to get those contracts, considering --
MR. ANTONY: Um-hmm.
HOST: -- it's cheap just to use nat. gas?
MR. ANTONY: Well, you know, natural gas is a, is a fuel for
just a natural gas generation unit.
HOST: Sure. You can't take on a nuke plant.
MR. ANTONY: There is no substitute for a nuke plant. So, we
don't believe that there's pressure in the long-term to these nuke plants that
are being built. Those are the ones that, you know, we deal with and we target
in the marketplace.
MR. HIGGS: If you're looking at natural gas, as well, it's more
of a local market. It's a -- U.S. natural gas might be cheaper, say, than in
other countries of the world. The strongest new build for nuclear facilities
right now is in Asia.
HOST: China, specifically.
MR. HIGGS: India, China, China, specifically. Yes.
MR. ANTONY: Um-hmm.
HOST: And, and so how do you get into that market in a bigger
way, because it's sounds like the tough job isn't for you guys. It's --
MR. ANTONY: Um-hmm.
HOST: -- for your sales guy.
MR. ANTONY: Um-hmm.
MR. HIGGS: Well, actually, we are not necessarily looking to
selling to China right now. Our production, you're looking at the current
facilities.
United States has the largest nuclear fleet of any country in
the world, at this time. And domestic production in the United States is only
about 10 percent of what the consumption of uranium or, or use of uranium is in
the United States.
So, we've got a very, very large U.S. market through which we
can produce and sell into, right in our own backyard. We don't have to look to
necessarily sell uranium in China.
HOST: You don't feel the need to go to China?
MR. ANTONY: No. I don't feel a need at all, because of the
demand side here, and the contracts that have been issued recently are for spot
or short-duration contracts.
HOST: Um-hmm.
MR. ANTONY: In the U.S. When these utility buyers look down the
road and see the market tightening up, they'll come back in for longer
contracts. And there's plenty of business to, to capture. It's just going to be
at what price. Price drives everything.
HOST: What about Europe? We know that there's been a pushback
on nuclear, particularly Germany --
MR. ANTONY: Um-hmm.
HOST: -- etc., because of Fukushima. But there's always been
that underlying sentiment that, until the Germans start getting outrageously
high electrical bills --
MR. ANTONY: Um-hmm.
HOST: -- that's not going to change the sentiment. But once
they do, you'll see those nuclear plants start to come back online. Do you want
to be positioned to take advantage of that?
MR. ANTONY: Well, I think we will be positioned to do -- we've
had contracts for European utilities in the past. We don't currently have any.
But we -- you know, we're used to dealing with the European utility producers.
HOST: But I suppose, to your point, even if you aren't in
regions like Asia, etc., that invisible --
MR. ANTONY: Um-hmm.
HOST: -- hand will raise the price globally, so you can capture
the benefit, even if you're not in that part of the world.
MR. ANTONY: Um-hmm. Yes. I believe that's correct.
HOST: Gentlemen, thank you so much for your time and insight,
and all the best to you.
MR. HIGGS: Thank you.
MR. ANTONY: Thank you.
HOST: Steve Antony is the President and CEO of Energy Fuels,
and Dennis Higgs, the Executive Chairman of Uranerz.
(End of interview.)