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
March 6, 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.
News Release
The Company issued a news release dated March 6, 2015
announcing the appointment of Mr. Bernard Bonifas as Mine Manager of the
Companys Nichols Ranch ISR Uranium Project in the Powder River Basin of
Wyoming, U.S.A. The Company has furnished a copy of the News Release as Exhibit
99.1 hereto.
The News Release 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 News Release 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 business combination of the Company and Energy Fuels. In
connection with the proposed Merger, 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 MERGER. 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: March 10th,
2015 |
By: |
/s/
Glenn Catchpole |
|
|
Glenn Catchpole |
|
|
Chief Executive Officer
|
EXHIBIT INDEX
(1) |
Filed as an exhibit hereto |
NYSE MKT: URZ
Toronto Stock Exchange:
URZ
Frankfurt Stock Exchange: U9E
Tel: (604)
689-1659
Fax: (604) 689-1722
www.uranerz.com
Uranerz Announces New Mine Manager at Nichols Ranch
Casper, Wyoming, March 6, 2015 -- Uranerz Energy Corporation
(Uranerz or the Company) (NYSE MKT and TSX: URZ; Frankfurt: U9E) is
pleased to announce that Mr. Bernard Bonifas has joined Uranerz as Mine Manager
at the Companys Nichols Ranch ISR Uranium Project in the Powder River Basin of
Wyoming, U.S.A.
Mr. Bonifas has over 29 years of experience in the uranium
business and he was most recently Operations Manager at Urtek [LLC], a Company
in partnership with Cameco Corporation (Cameco), where he spearheaded the
operation of an innovative pilot facility that recovered unused uranium from
phosphate. Prior to his work with Urtek, Mr. Bonifas was Acting General Manager
at Cameco Resources, a subsidiary of Cameco, where he was responsible for the
oversight of their Smith Ranch-Highland and North Butte ISR uranium mines. Prior
to his employment with Cameco, Mr. Bonifas spent nearly 26 years with Areva (and
its predecessor company, Cogema) where he managed ISR uranium operations in
Texas and Wyoming as well as mine and mill reclamation projects in the U.S.A.
and Africa. As part of his roles at Areva and Cameco Resources, he also provided
technical support to their respective ISR uranium projects in Kazakhstan.
Mr. Bonifas has been involved in virtually every aspect of the
uranium mining industry and his experience includes exploration, construction,
production, and restoration of depleted mines.
Mr. Paul Goranson, Uranerz President and Chief Operating
Officer commented, We are very pleased to add a Mine Manager of Mr. Bonifas
caliber to our production team and believe that his industry knowledge and
experience will benefit Uranerz.
About Uranerz
Uranerz Energy Corporation is a U.S.-domiciled uranium company.
The Company's Nichols Ranch Unit is its first ISR uranium mine. Uranerz controls
a large strategic land position in the central Powder River Basin of Wyoming.
The Company's management team has specialized expertise in the ISR uranium
mining method and a record of licensing, constructing and operating ISR uranium
projects. The Company has entered into long-term uranium sales contracts for a
portion of its planned production with Exelon and one other of the largest
nuclear utilities in the country.
Further Information
For further information, please contact Derek Iwanaka, Manager
of Investor Relations at 1-800-689-1659 or by email at
investor@uranerz.com.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
In a press release dated January 5, 2005, Uranerz and Energy
Fuels Inc. (NYSE MKT: UUUU, TSX: EFR) announced the execution of a definitive
merger agreement whereby Energy Fuels Inc. would acquire all of the issued and
outstanding shares of common stock of Uranerz. The proposed merger transaction
remains subject to shareholder approval and customary closing conditions. For
more details, please refer to the Form 8-K filed with the United States
Securities and Exchange Commission (SEC) on January 1, 2005.
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This announcement is for informational purposes only and
does not constitute an offer to purchase, a solicitation of an offer to sell the
shares of common stock of Uranerz or a solicitation of any proxy, vote or
approval. In connection with the proposed business combination between Uranerz
and Energy Fuels Inc. (Energy Fuels), Energy Fuels will file with the SEC a
registration statement on Form F-4 that will include a proxy statement of
Uranerz that also constitutes a prospectus of Energy Fuels. Energy Fuels and
Uranerz also plan to file with or furnish other documents to securities
regulatory authorities in Canada and the United States regarding the proposed
transaction.
INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Anyone may obtain copies of these documents when they become
available free of charge under Uranerz profile on EDGAR at
www.sec.gov or on SEDAR at
www.sedar.com, or by accessing Uranerz website at
www.uranerz.com under the heading Investors and from Uranerz directly by
contacting Derek Iwanaka, Investor Relations: (800) 689-1659. Documents will
also be available free of charge under Energy Fuels profile on SEDAR at
www.sedar.com or EDGAR at www.sec.gov, or by accessing
Energy Fuels website at www.energyfuels.com under the heading Investors and
from Energy Fuels directly by contacting Curtis Moore, Investor Relations at
(303) 974-2140. Uranerz, Energy Fuels, their respective directors and certain of
their executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Uranerz in connection with the proposed
transaction. Information about the directors and executive officers of Uranerz
is set forth in its proxy statement for its 2014 annual meeting of shareholders,
which was filed with the SEC on April 29, 2014. Information about the directors
and executive officers of Energy Fuels can be found in its 2014 management
information circular dated March 26, 2014, which is available at www.sedar.com
and www.sec.gov. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
Forward-looking Statements
This press release may contain or refer to "forward-looking
information" and forward-looking statements within the meaning of applicable
United States and Canadian securities laws, which may include, but are not
limited to, statements with respect to the Companys expectation that the
Company will complete a merger transaction with Energy Fuels Inc. and all other
statements which are in the future tense or which describe future activities or
express intentions or expectations. Such forward-looking statements reflect our
current views with respect to future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties outlined in
our most recent financial statements and reports and registration statement
filed with the Securities and Exchange Commission (available at
www.sec.gov) and with Canadian securities administrators (available at
www.sedar.com). Risks that could cause actual results or events to differ
materially from those indicated or implied by such forward-looking statements
include, without limitation, risks related to: our ability to consummate the
merger transaction with Energy Fuels; the satisfaction of the conditions to the
completion of the merger transaction, including the risk that shareholder and
regulatory approvals required for the transaction 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 transaction; the volatility of the international marketplace; the
impact of future uranium prices; our ability to raise capital to fund project
development; and/or our ability to complete future acquisitions and other risk
factors as described in our most recent annual and quarterly financial reports.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, believed, estimated or expected. We do not undertake to
update forward-looking statements, except as required by law.
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