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 16, 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

The Company issued a news release dated March 16, 2015 announcing the filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014 with the United States Securities and Exchange Commission. The Company has furnished a copy of the News Release as Exhibit 99.1 hereto.

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. In connection with the Merger, Mr. Glenn Catchpole, Chief Executive Officer of the Company, was interviewed by the Toronto Stock Exchange conducted on March 3, 2014 and the Company understands the interview will be made publicly available via the Toronto Stock Exchange’s web site after the date of this current report. The Company is furnishing a transcript of this interview as Exhibit 99.2 hereto.

The News Release and the Transcript are furnished and not filed pursuant to Item 7.01 as Exhibit 99.1 and Exhibit 99.2 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 Company’s 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.

Item 8.01 Other Events

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 and Transcript furnished and not filed pursuant to Item 8.01 as Exhibit 99.1 and Exhibit 99.2 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 Company’s 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 SEC’s web site, http://www.sec.gov, and the Company’s 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 Company’s 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 16, 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 Fourth Quarter and 2014 Year End Financial Results

Casper, Wyoming, March 16, 2015 -- Uranerz Energy Corporation (“Uranerz” or the “Company”) (NYSE MKT and TSX: URZ; Frankfurt: U9E) has released its financial results for the year ended December 31, 2014 as filed with the United States Securities and Exchange Commission (“SEC”) and in Canada with the Canadian securities administrators (on SEDAR).

2014 Highlights

  • Completed construction of the processing facility and initial wellfield at Nichols Ranch
  • Commenced uranium recovery operations at mid-year
  • Delivered 175,000 pounds of uranium to two utility customers
  • Realized revenue of $10 million with a gross operating profit of $3.8 million in the second half of 2014

Mining operations were in startup mode during 2014. Uranerz completed construction of an in-situ recovery (“ISR”) uranium processing facility and first wellfield at its Nichols Ranch Unit as part of the Company’s Nichols Ranch ISR Uranium Project located in the central Powder River Basin of Wyoming, U.S.A. Around mid-year Uranerz commenced uranium recovery activities and produced 199,000 pounds of uranium by yearend. The Company sold 175,000 pounds of uranium at an average realized sales price of approximately $57 per pound which generated revenue of approximately $10 million and gross profit of $3.8 million. The average cost of goods sold was $35.50 per pound, including taxes and royalties.

Glenn Catchpole, Uranerz’ Chief Executive Officer stated, “2014 marked a year of multiple major milestones but the ultimate highlight was becoming North America’s newest producer of uranium. For 2015 we look forward to completing our first full year of operations as we continue to ramp-up and optimize operations at Nichols Ranch.”

The financial information presented is in accordance with U.S. generally accepted accounting principles. As an exploration stage company without “proven or probable reserves”, we expensed all costs related to constructing our processing facility and wellfield as incurred, in accordance with the SEC Industry Guide 7.

Financial Position at

Dollars in thousands December 31, 2014 December 31, 2013
Cash and Cash Equivalents $6,018 $ 11,916
Working Capital $9,915 $11,050
Total Assets $19,058 $16,949
Total Long Term Debt $17,125 $20,000
Common Shareholders’ Equity (Deficit) ($5,945) ($6,662)


Since Uranerz commenced uranium recovery operations in mid-2014 and continued to optimize the processing facilities during the year, certain financial results are not comparable to those of 2013 nor are they indicative of future results.

Results of operations for the three and twelve months ended December 31

Dollars in thousands except per
share amounts

Q4 2014

Q4 2013

FY 2014

FY 2013
Sales Revenue $6,107 - $10,007 -
Gross Profit $2,369 - $3,793 -
Net Loss $1,799 $7,944 $11,977 $26,271
Basic and Diluted Net Loss Per Share $0.01 $0.10 $0.13 $0.33
Net Cash Used in Operating Activities $2,728 $9,020 $16,604 $23,287
Net Cash Used in Investing Activities $22 $292 $265 $328
Net Cash Provided by Financing Activities ($705) $13,680 $10,971 $28,514

To review Uranerz’ annual report on Form 10-K for the fiscal year ended December 31, 2014, including its management discussion and analysis, please visit the Company’s website at www.uranerz.com, the U.S. Securities and Exchange Commission website at www.sec.gov, or the Company’s profile on SEDAR at www.sedar.com.

About Uranerz
Uranerz Energy Corporation is a U.S. uranium company. The Company's Nichols Ranch Unit is its first ISR uranium project. Uranerz controls a large strategic land position in the central Powder River Basin of Wyoming, U.S.A. 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, 2015, 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 5, 2015.

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 Company’s 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.





C-Suite Uranerz_1-2

Uranerz is a U.S. corporation, publicly traded, started up almost exactly 10 years ago as a junior company involved in the uranium mining sector. Our business model from the beginning has been to locate, and to explore and develop uranium properties, put them into production using the in-situ recovery or solution mining technique. And that is what we’ve done. We started producing uranium in Wyoming in-- last year in 2014. And we’re continuing production this year and in the years forward.

The reasons for this merger, one is it’ll reduce our corporate overhead. The two companies have their own specific expertise in the mining of uranium. Ours is in-situ recovery focused in Wyoming. Energy Fuels is a conventional uranium miner. They have properties in Utah and Colorado and New Mexico, Arizona and they have the only operating uranium mill in the U.S. So that’s one. Another reason, we both have good sales contracts that we can combine to make a total of six long-term contracts. And we have the biggest, when we merge, after merger, we’ll have the largest resource base in the U.S. of any company operating in the U.S. And we will have the highest, the largest market cap of any uranium company focused in the U.S. Now how long will it take to close this deal? It’s hard to predict exactly but it will be subject to the approval of the shareholders of both companies and we anticipate it’ll happen later this year.

The location of our mines in the U.S. provides us with a strategic advantage in a sense that the United States has the largest nuclear fleet in the world. Almost one fourth of the nuclear reactors in the world are located in the U.S. They consume a large amount of uranium. They want to help the domestic producers to ensure their supply going forward. They’re very willing to work with U.S. producers and we think it will-- we know it’s-- they’re interested in buying from us.



C-Suite Uranerz_1-2 2

The recent rise in spot price which has occurred recently, we believe is partly the perception that prices or the supply is going to tighten up in the future. And the buyers, the utilities that buy our product, buy long term. They’re looking a long ways out, and they feel that it’s a good time for them to be getting into the market and making sure they have supply going forward.

Uranerz and Energy Fuels expect to capitalize on the market situation going forward in that we can quickly ramp up our production. Energy Fuels has mines they can bring online fairly quickly. They have an operating uranium mill. We have our production facility operating, producing today as an ISR or in-situ recovery mine. It’s easy for us to ramp up our production.

Being listed on the TSX is very important for us. We recognized that early on. We were first listed on a U.S. exchange but so much of the investment community lives in Canada and is willing to invest in mining projects that it helped us raise capital when we needed it. And it’s been a very positive experience for us.