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
June 18, 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) |
| [ ] |
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 2.01 |
Completion of Acquisition or Disposition of
Assets. |
On June 18, 2015, at a special meeting of shareholders (the
“Special Meeting”), the stockholders of common shares of Uranerz Energy
Corporation, a Nevada corporation (the “Uranerz”) approved the Plan of
Merger (the “Merger”) pursuant to the Agreement and Plan of Merger by and
among Uranerz, 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”) dated as of January 4, 2015, as
amended (the “Merger Agreement”) and the transactions contemplated
thereby. Uranerz received the affirmative vote for the Merger of (i) the holders
of a majority of the outstanding shares of Uranerz entitled to vote at the
Special Meeting pursuant to laws of Nevada that Uranerz is subject to and (ii)
the holders of the majority of shares of Uranerz common stock cast at the
Special Meeting, exclusive of all shares of common stock owned, directly or
indirectly by Energy Fuels and Merger Sub and the officers and directors of
Uranerz (“Disinterested Shareholders”). Following the Special Meeting and
further to the approval of stockholders of Uranerz, pursuant to the terms of the
Merger Agreement, Merger Sub has merged with and into Uranerz, with Uranerz
continuing as the surviving entity and as an indirect wholly owned subsidiary of
Energy Fuels.
At the effective time of the Merger, which was June 18, 2015
(the “Effective Time”), each issued and outstanding share of common stock
of Uranerz (“Common Stock”) was canceled and extinguished and
automatically converted into the right to receive 0.255 common shares of Energy
Fuels (the “Exchange Ratio”). In addition, at the Effective Time, each
outstanding stock option to purchase Common Stock has been automatically
converted into an option to acquire common shares of Energy Fuels, on the same
terms and conditions as were applicable to the stock option prior to the Merger,
except that the number of shares subject to the option and the exercise price of
the option has been adjusted based on the exchange ratio of 0.255, as to
preserve the economic value of such options. Likewise, each outstanding common
share purchase warrant of Common Stock is now exercisable into common shares of
Energy Fuels, on the same terms and conditions as were applicable to the warrant
prior to the Merger, except that the number of shares subject to the warrant and
the exercise price of the warrant has been adjusted based on the exchange ratio
of 0.255 in order to preserve the economic value of such warrants.
The foregoing description of the Merger does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is included as Exhibit 2.1 to Uranerz’ Current Report on
Form 8-K/A filed on January 12, 2015 and which is incorporated by reference
herein.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing. |
In connection with the closing of the Merger, Uranerz notified
the NYSE MKT on June 18, 2015 that the Merger was consummated, and the trading
of the Common Stock on NYSE MKT has been suspended. The NYSE MKT will be filing
on behalf of Uranerz with the Securities and Exchange Commission (the
“SEC”), an application on Form 25 to delist Uranerz’ Common Stock from
NYSE MKT and deregister Uranerz’ Common Stock under Section 12(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) on June 22,
2015.
Uranerz intends to file with the SEC a certificate on Form 15
requesting the deregistration of Uranerz’ Common Stock under Section 12(g) of
the Exchange Act and the suspension of Uranerz’ reporting obligations under
Section 15(d) of the Exchange Act on or about July 6, 2015.
| Item 3.03 |
Material Modification to Right of Security
Holders. |
The information set forth in Item 2.01 is incorporated herein
by reference.
| Item 5.01 |
Change in Control of Registrant.
|
At the Effective Time, on June 18, 2015, a change in control of
Uranerz occurred, and Uranerz now is an indirect wholly-owned subsidiary of
Energy Fuels. See Items 2.01 and 3.03 of this Current Report on Form 8-K, which
are hereby incorporated herein by reference.
| Item 5.02 |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
|
On June 18, 2015, Dennis Higgs, Glenn Catchpole, Paul Goranson,
Peter Bell, Arnold Dyck, Paul Saxton and Gerhard Kirchner resigned as directors
of Uranerz, Dennis Higgs resigned as Executive Chairman of Uranerz, Glenn
Catchpole resigned as Chief Executive Officer of Uranerz, and Benjamin Leboe resigned
as Senior Vice President, Finance and Chief Financial Officer of Uranerz, with
such resignations effective as of the Effective Time on closing of the
Merger.
On June 18, 2015, after the Effective Time and on closing of
the Merger, the sole stockholder of Uranerz elected David C. Frydenlund and
Stephen P. Antony as directors of Uranerz.
On June 18, 2015, after the Effective Time and on closing of
the Merger, the directors of Uranerz appointed Stephen P. Antony as the
President and Chief Executive Officer of Uranerz, Daniel G. Zang as the Chief
Financial Officer of Uranerz and Paul Goranson's position with Uranerz changed
from being its President and Chief Operating Officer to being its Executive Vice
President, ISR Operations.
Stephen P. Antony – President, Chief Executive Officer and
Director
Mr. Antony is the President, Chief Executive Officer and a
director of Energy Fuels. He is a registered professional engineer in a number
of states in which Energy Fuels holds properties. He is a graduate of the
Colorado School of Mines, and holds a Masters of Business Administration from
the University of Denver. Over the last 38 years, Mr. Antony has held
increasingly senior positions in both the technical and managerial sectors of
the mining business. He first entered the uranium business with Mobil Oil’s
Mining and Mineral group in the mid 1980s, during which time he developed the
reclamation plan for Mobil’s El Mesquite ISL operation in south Texas. He joined
Energy Fuels Nuclear, Inc. ("EFN") in 1986 as the company was growing to become
the largest U3O8 producer in the US, peaking at more than five million pounds
annually. Mr. Antony served as director of Technical Services for the company
where he authored many of the feasibility studies which provided justification
for the expansion of EFN’s highly successful Breccia Pipe Mine projects in the
Arizona Strip. Subsequent to his employment with EFN, Mr. Antony held a brief
position with Power Resources, Inc. as Vice President of Business Development.
He then consulted to Cameco Corp. on due diligence prior to their acquisition of
PRI, which Cameco undertook as part of their strategy to become a significant
uranium producer in the US. Mr. Antony was most recently Chief Operating Officer
of Energy Fuels, responsible for the daily operations of Energy Fuels, including
all aspects of uranium property exploration, ore production and mill processing.
He was appointed President and Chief Executive Officer of Energy Fuels on April
1, 2010.
David C. Frydenlund – Director
Mr. Frydenlund is the Senior Vice President, General Counsel
and Corporate Secretary of Energy Fuels. Mr. Frydenlund’s responsibilities
include all legal matters relating to Energy Fuels’ activities. His expertise
extends to NRC, EPA, State and Federal regulatory and environmental laws and
regulations. From 1997 to July 2012, Mr. Frydenlund was Vice President
Regulatory Affairs, Counsel and Corporate Secretary of Denison Mines Corp., and
its predecessor International Uranium Corporation (IUC), and was also a director of IUC from 1997 to 2006 and Chief
Financial Officer of IUC from 2000 to 2005. From 1996 to 1997, Mr. Frydenlund
was a Vice President of the Lundin Group of international public mining and oil
and gas companies, and prior thereto was a partner with the Vancouver law firm
of Ladner Downs (now Borden Ladner Gervais) where his practice focused on
corporate, securities and international mining transactions law. Mr. Frydenlund
holds a bachelor’s degree from Simon Fraser University, a master’s degree from
the University of Chicago and a law degree from the University of Toronto.
Daniel G. Zang – Chief Financial Officer
Mr. Zang is the Chief Financial Officer for Energy Fuels. He
has many years of experience as Chief Financial Officer, Controller, Chief
Accounting Officer and other positions with a number of public and private
companies, including Controller and Treasurer of General Moly, Inc. and Vice
President and Controller of Cyprus Copper Company, an operating division of
Cyprus Minerals Company that earned annual revenues in excess of $1 billion.
Prior to his coming to Energy Fuels, Mr. Zang served as Deputy Chief Financial
Officer of Umami Sustainable Seafood Inc. in San Diego, California from 2012 to
2013, and Chief Financial Officer of Umami from 2010 to 2012. Prior to Umami,
Mr. Zang was a Senior Finance and Accounting Professional based in Littleton,
Colorado from 2009 to 2010. From 2007 to 2009, Mr. Zang was Controller and
Treasurer for General Moly Inc.
| Item 5.03 |
Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year. |
Pursuant to the terms of the Merger Agreement, at the Effective
Time, the articles of incorporation and bylaws of Uranerz were amended and
restated in their entirety to be substantially in the form of the then existing
articles of incorporation and bylaws of Merger Sub. The amended and restated
articles of incorporation and amended and restated bylaws are filed as Exhibits
3.1 and 3.2 hereto and are incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security
Holders. |
At the Special Meeting, the proposals described below were
approved by Uranerz’ shareholders. The proposals are described in detail in the
definitive proxy statement/prospectus, filed by Uranerz with the SEC on May 27,
2015. At the Special Meeting, the holders of 53,060,229 shares of Uranerz’ Common
Stock, which represents approximately 55.32 percent of the shares of the
Uranerz’ Common Stock outstanding and entitled to vote as of the record date of
May 26, 2015, were represented in person or by proxy. The voting results of the
Special Meeting are set forth below.
Proposal 1 — Approval of Merger Agreement – Uranerz’
shareholders approved the Merger Agreement. The voting results are summarized in
the table below:
| Approval of Merger Agreement Vote |
For |
Against |
Abstention |
| Total of All Shares of Common Stock |
50,755,719 |
1,634,303 |
126,285 |
| Total of Disinterested Shares of Common Stock |
46,967,619 |
1,634,303 |
126,285 |
Proposal 2 — Approval, on a nonbinding advisory basis, of
“golden parachute” compensation that may become payable to certain executive
officers in connection with the Merger – Uranerz’ shareholders approved, on
a nonbinding advisory basis, the “golden parachute” compensation that may become
payable to certain executive officers of Uranerz in connection
with the Merger. The voting results are summarized in the table below:
| “Golden Parachute” Compensation Vote |
For |
Against |
Abstention |
| Total |
42,742,297 |
9,232,737 |
541,273 |
Proposal 3 — Adjournment of Special Meeting to solicit
additional proxies if there is an insufficient number of votes to approve the
Merger Agreement – Uranerz’ shareholders approved the proposal to adjourn
the Special Meeting to a later date or time, if necessary or appropriate, to
solicit additional proxies if there had been an insufficient number of votes at
the time of such adjournment to approve the Merger Agreement. The voting results
are summarized in the table below:
| Adjournment of Special Meeting Vote |
For |
Against |
Abstention |
| Total |
49,858,125 |
1,588,349 |
1,069,832 |
On June 18, 2015, Uranerz issued a press release regarding the approval of the Merger by its shareholders and the approval of the Merger by the shareholders of Energy Fuels. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 18, 2015, Uranerz issued a press release regarding the
consummation of the Merger and the delisting of Uranerz’ common shares. A copy
of such press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
|
| (1) |
Filed herewith. |
| |
|
| (2) |
The exhibit relating to Item 8.01 is intended to be
furnished to, not filed with, the SEC pursuant to Regulation
FD. |
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: June 18, 2015 |
By: |
/s/ David C.
Frydenlund |
| |
|
|
| |
|
David C.
Frydenlund |
| |
|
Senior Vice President, General Counsel
and |
| |
|
Corporate
Secretary |
EXHIBIT INDEX
| (1) |
Filed herewith |
| |
|
| (2) |
The exhibit relating to Item 8.01 is intended to be
furnished to, not filed with, the SEC pursuant to Regulation
FD. |
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
URANERZ ENERGY CORPORATION
The undersigned, being the
President of Uranerz Energy Corporation, a Nevada corporation (the
“Corporation”), does hereby certify that these Amended and Restated Articles of
Incorporation (hereinafter referred to as the “Amended and Restated Articles of
Incorporation”) correctly set forth the Articles of Incorporation.
ARTICLE I. NAME
The name of this corporation is Uranerz Energy Corporation.
ARTICLE II
Registered
Office and Registered Agent
The address of the Corporation's
registered office is 2215-B Renaissance Drive, Las Vegas 89119. The name of the
registered agent at this address is CSC Services of Nevada, Inc.
ARTICLE III
Capital
3.1. Authorized Capital
Stock. The authorized capital stock of the Corporation consists of One
Thousand (1,000) shares of common stock having a par value of one cent ($0.01)
per share.
ARTICLE IV
Governing Board
The members of the governing
board of the Corporation are designated as Directors. The number of directors,
whether a fixed number of directors or a variable number of directors with a
fixed minimum and maximum, and the manner in which the number of directors may
increased or decreased, shall be as provided in the bylaws of the Corporation.
Elections of Directors need not be by written ballot except and to the extent
required by the bylaws of the Corporation. The Board of Directors is expressly
authorized to adopt, amend or repeal the bylaws of the Corporation.
1
ARTICLE V
Amendment or Repeal
The Corporation reserves the
right to amend, alter, change or repeal any provisions of these Articles of
Incorporation in the manner now or hereafter prescribed by statutes and all
rights conferred by these Articles are granted subject to this reservation.
The undersigned President and
Chief Executive Officer of this Corporation certifies that the foregoing text
correctly sets forth the text of the Articles of Incorporation of this
Corporation as amended and restated to the date of this Certificate.
| Dated: , ________________2015 |
_______________________________________ |
| |
Stephen P. Antony, President and |
| |
Chief Executive Officer |
2
AMENDED AND RESTATED BYLAWS
OF
URANERZ ENERGY CORPORATION
a Nevada corporation
ARTICLE I
Meetings of Stockholders
Section 1. PLACE OF MEETINGS. All annual meetings of
stockholders and all other meetings of stockholders shall be held at any place
or places within or without the State of Nevada which may be designated either
by the President of the corporation or the Board of Directors, or by the written
consent of all stockholders entitled to vote thereat, given either before or
after the meeting and filed with the Secretary of the corporation.
Section 2. ANNUAL MEETINGS. The annual meeting of the
stockholders for the election of the directors and the transaction of such other
business as may properly be brought before the meeting shall be held on the date
and at the time designated by the board of directors.
Written notice of each annual meeting signed by the President
or Vice President, or the Secretary, or an Assistant Secretary, or by such other
person or persons as the Directors shall designate, shall be given to each
stockholder entitled to vote thereat either personally or by mail or other means
of written communication, charges prepaid, addressed to such stockholder at his
address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a stockholder gives no address, notice
shall be deemed to have been given him if sent by mail or other means of written
communication addressed to the place where the principal office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each stockholder entitled thereto not less than ten
(10) nor more than sixty (60) calendar days before each annual meeting, and
shall specify the place, the day and the hour of such meeting.
Section 3. SPECIAL MEETING. Special meetings of the
stockholders, for any purpose or purposes whatsoever, may be called at any time
by the President, Vice President or by a majority of the Board of Directors, or
by one or more stockholders holding a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to vote. Except in
special cases where other express provision is made by statute, notice of such
special meetings shall be given in the same manner as for annual meetings of
stockholders. Notices of any special meeting shall specify, in addition to the
place, day and hour of such meetings the purpose or purposes for which the
meeting is called.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no
other business may be transacted at any such meeting.
Other than by announcement at the meeting at which such
adjournment is taken, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
However, when any stockholders' meeting, either annual or special, is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.
Section 5. ENTRY OF NOTICE. Whenever any stockholder
entitled to vote has been absent from any meeting of stockholders, whether
annual or special, an entry in the minutes to the effect that notice has been
duly given shall be conclusive and incontrovertible evidence that due notice of
such meeting was given to such stockholders, as required by law and the Bylaws
of the corporation.
Section 6. VOTING. At all meetings of stockholders,
every stockholder entitled to vote shall have the right to vote, in person or by
proxy, on each matter to come before the meeting, the number of shares standing
in his own name on the stock records of the corporation. There shall be no
cumulative voting. Such vote may be by voice or by ballot upon demand made by a
stockholder at any election and before the voting begins.
Section 7. QUORUM. The presence in person or by proxy of
the holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. The stockholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 8. CONSENT OF ABSENTEES. The transactions of any
meeting of stockholders, either annual or special, however called and noticed,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the stockholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Section 9. PROXIES. Every person entitled to vote or
execute consents shall have the right to do so either in person or by an agent
or agents authorized by a written proxy executed by such person or his duly
authorized agent and filed with the Secretary of the corporation. However, no
such proxy shall be valid after the expiration of six (6) months from the date
of its execution, unless the stockholder executing it specifies therein the
length of time for which such proxy is to continue in force, which in no case
shall exceed seven (7) years from the date of its execution.
2
Section 10. ACTION WITHOUT A MEETING.
(a) Any action which may be taken by the vote of stockholders
at a meeting, may be taken without a meeting if authorized by the written
consent of stockholders holding at least a majority of the voting power;
provided:
(1) That if any greater proportion of voting power is required
for such action at a meeting, then such greater proportion of written consents
shall be required; and
(2) That this general provision for action by written consent
shall not supersede any specific provision for action by written consent
contained in Nevada Revised Statutes Chapter 78.
(b) In no instance where action is authorized by written
consent need a meeting of stockholders be called or noticed.
Section 11. TELEPHONIC MEETINGS. At any meeting held
pursuant to these Bylaws, stockholders may participate by means of a telephone
conference or similar method of communication by which all persons participating
in the meeting can hear each other. Participation in such a meeting constitutes
presence in person at the meeting.
ARTICLE II
Directors
Section 1. POWERS. Subject to the limitations of the
Articles of Incorporation, of the Bylaws, and the provisions of the Nevada
Revised Statutes as to action to be authorized or approved by the stockholders,
and subject to the duties of Directors as prescribed by the Bylaws, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the Board of
Directors. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Directors shall have the
following powers:
First - To select and remove all officers, agents and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful service.
Second - To conduct, manage and control the affairs and
business of the corporation, and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or the Bylaws, as they
may deem best.
Third - To fix and locate from time to time one or more offices
of the corporation within or without the State of Nevada; to designate any place
within or without the State of Nevada for the holding of any stockholders' meeting or
meetings; and to prescribe the forms of certificates of stock, and to alter the
form of such certificates from time to time, as in their judgment they may deem
best, provided such certificates shall at all times comply with the provisions
of law.
3
Fourth - To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or service actually rendered, debts or
securities canceled, or tangible or intangible property actually received, or in
the case of shares issued as a dividend, against amounts transferred from
surplus to stated capital.
Fifth - To borrow money and incur indebtedness for the purpose
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidence of debt and securities therefor.
Sixth - To appoint an executive committee and other committees,
and to delegate to the executive committee any of the powers and authority of
the Board in the management of the business and affairs of the corporation. The
executive committee shall be composed of one or more Directors.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.
Initially, the authorized number of Directors of the corporation shall be two
(2). The number of Directors may be increased or decreased by a duly adopted
resolution of the Board of Directors to a maximum number of seven (7).
Section 3. ELECTION AND TERM OF OFFICE. All Directors
shall be elected at each annual meeting of stockholders, but if any such annual
meeting is not held, or the Directors are not selected at such meeting, the
Directors may be elected at any special meeting of stockholders. All Directors
shall hold office until their respective successors are elected.
Section 4. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining Directors, though less
than a quorum, or by a sole remaining Director, and Directors so elected shall
hold office until their successors are elected at an annual or a special meeting
of the stockholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any Director, or
if the authorized number of Directors be increased, or if the stockholders fail
at any annual or special meeting of stockholders at which any Director or
Directors are elected to elect the full authorized number of Directors to be
voted for at that meeting, or if the original incorporators shall fail to
designate the total authorized number of Directors for the initial Board of
Directors.
The stockholders may elect a Director or Directors at any time
to fill any vacancy or vacancies not filled by the Directors. If the Board of
Directors accepts the resignation of a Director tendered to take effect at a future time, the Board of
Directors or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
4
Section 5. PLACE OF MEETING. Regular meetings of the
Board of Directors shall be held at any place within or without the State of
Nevada which has been designated from time to time by resolution of the Board or
by written consent of all members of the Board. Special meetings of the Board
may be held at a place so designated.
Section 6. ANNUAL MEETING. Immediately following each
annual meeting of stockholders, the Board of Directors shall hold a regular
meeting for the purpose of organization, election of officers, and the
transaction of other business. Notice of such meetings is hereby dispensed with.
Section 7. SPECIAL MEETINGS. Special meetings of the
Board of Directors for any purpose or purposes may be called at any time by the
President, or, if he is absent or unable or refuses to act, by any Vice
President or by any three Directors.
Written notice of the time and place of special meetings shall
be delivered personally to the Directors or sent to each Director by mail,
facsimile machine (if the recipient has a facsimile machine properly connected
to a telephone line), a commercially reasonable overnight express service, or
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation, or if it is not so
shown on such records or is not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case the notice is mailed, it
shall be deposited in the United States mail at least three days before the
meeting. If the notice is sent by an overnight express service, it must be sent
at least one day before the meeting. If the notice is personally delivered or
sent by facsimile machine, it shall be so delivered at least twenty-four (24)
hours before the meeting. Such mailing or delivery as above provided shall be
due, legal and personal notice to such Director.
Section 8. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given to absent Directors if
the time and place be fixed at the meeting adjourned.
Section 9. ENTRY OF NOTICE. Whenever any Director has
been absent from any special meeting of the Board of Directors, an entry in the
minutes to the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such special meeting was given to
such Director, as required by law and the Bylaws of the corporation.
Section 10. WAIVER OF NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present, and if, either before or after the meeting, each
of the Directors not present sign a written waiver of notice or a consent to
holding such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
5
Section 11. ACTION WITHOUT A MEETING. Any action
required or permitted to be taken at a meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if a written consent
thereto is signed by all the members of the Board or of such committee. Such
written consent shall be filed with the minutes of the proceedings of the Board
or committee.
Section 12. QUORUM. A majority of the authorized number
of Directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present at a meeting fully held at which
a quorum is present shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of Incorporation.
Section 13. ADJOURNMENT. A quorum of the Directors may
adjourn any Directors' meeting to meet again at a stated day and hour. However,
in the absence of a quorum, a majority of the Directors present at any
Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 14. FEES AND COMPENSATION. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursement for expenses, as may be fixed or determined by the Board.
Section 15. REMOVAL. Any Director may be removed from
office without cause by the vote of stockholders holding two-thirds of the
issued and outstanding stock at a meeting duly called for that purpose at any
time.
Section 16. TELEPHONIC MEETINGS. At any meeting held
pursuant to these Bylaws, Directors may participate by means of a telephone
conference or similar method of communication by which all persons participating
in the meeting can hear each other. Participating in such a meeting constitutes
presence in person at the meeting.
ARTICLE III
Officers
Section 1. OFFICERS. The officers of the corporation
shall be a President, a Secretary and a Treasurer or Chief Financial Officer.
The corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board of Directors, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article. Officers other than the Chairman of the Board need not be Directors.
One person may hold two or more offices.
Section 2. ELECTION. The officers of this corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by the Board of
Directors and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
6
Section 3. SUBORDINATE OFFICERS, ETC. The Board of
Directors may appoint such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the Board of Directors
may from time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be
removed, either with or without cause, by a majority of the Directors at the
time in office, at any regular or special meeting of the Board.
Any officer may resign at any time by giving written notice to
the Board of Directors or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in the Bylaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the Bylaws.
Section 7. PRESIDENT. Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, the President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and in the
absence of the Chairman of the Board, at all meetings of the Board of Directors.
He shall have the general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 8. VICE PRESIDENTS. In the absence or disability
of the President, the Vice President or Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, shall perform all the duties of
the President, and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.
Section 9. SECRETARY. The Secretary shall keep, or cause
to be kept, a book of minutes at the registered office of all meetings of
Directors and stockholders, setting forth the time and place of each meeting,
whether the meeting is regular or special, and if special, how authorized, the
manner by which notice was given, the names of those present, the number of
shares present or represented at stockholders' meetings and the proceedings
thereof.
7
The Secretary shall keep, or cause to be kept, at the
registered office in this state, (as described in Nevada Revised Statutes
78.105) a stock ledger or duplicate stock ledger showing the names of the
stockholders, and the number of shares held by each. The Secretary shall also
keep at said registered office certified copies of the Articles of Incorporation
and the Bylaws, both with all amendments.
The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required by the
Bylaws or by law to be given, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or the Bylaws.
Section 10. TREASURER or CHIEF FINANCIAL OFFICER. The
Treasurer of Chief Financial Officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. The books of account shall at all times be open to inspection by any
Director.
The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as such an officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the Bylaws.
ARTICLE IV
Assessment of Shares
The stock of the corporation, after the amount of the
subscription price has been paid, in money, property or services, as the
Directors shall determine, shall not be subject to any assessment to pay the
debts of the corporation, nor for any other purpose, and no stock issued as
fully paid shall ever be assessable or assessed, and the Bylaws shall not be
amended in this particular.
ARTICLE V
Preemptive Rights
The shareholders of the Corporation shall not be entitled to
preemptive or preferential rights, as such rights are defined by law, other than
to the extent, if any, the Board of Directors, in its discretion may determine
from time to time.
8
ARTICLE VI
Perpetual Existence
This Corporation shall have perpetual existence.
ARTICLE VII
Miscellaneous
Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The
Board of Directors may fix a time in the future, not exceeding sixty (60) days
before the date of any meeting of stockholders, and not exceeding thirty (30)
days before the date fixed for the payment of any dividend or distribution or
for the allotment of rights, or when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or exchange
of shares. Only stockholders of record on the date so fixed shall be entitled to
notice of and to vote at such meetings, or to receive such dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of any such
period.
Section 2. INSPECTION OF CORPORATE RECORDS. Stockholders
shall have the right to inspect such corporate records at such times and based
upon such limitations of such rights as may be set forth in the Nevada Revised
Statutes Chapter 78 from time to time.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or
other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.
Section 4. ANNUAL REPORT. The Board of Directors of the
corporation may cause an annual report to be made available to the stockholders
not later than one hundred twenty (120) days after the close of the fiscal or
calendar year.
Section 5. CONTRACTS, ETC., HOW EXECUTED. The Board of
Directors, except as in the Bylaws otherwise provided, may authorize any officer
or officers, agent or agents to enter into any contract, deed or lease or
execute any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit to render it liable for any purpose or to any amount.
9
Section 6. CERTIFICATES OF STOCK. A certificate or
certificates for shares of the capital stock of the corporation shall be issued
to each stockholder when any such shares are fully paid up. All such
certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary, or be authenticated by facsimiles of the
signatures of the President and the written signature of the Secretary or an
Assistant Secretary. Every certificate authenticated by a facsimile of a
signature must be countersigned by a transfer agent or transfer clerk and a
registrar.
Certificates for shares may be issued before full payment under
such restrictions and for such purposes as the Board of Directors or the Bylaws
may provide. However, any such certificate so issued before full payment shall
state the amount remaining unpaid and the terms of payment thereof.
Section 7. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The President or any Vice President and the Secretary or
Assistant Secretary of this corporation are authorized to vote, represent and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority herein granted to said officers to vote or represent
on behalf of this corporation any and all shares held by this corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officers.
Section 8. INSPECTION OF BYLAWS. The corporation shall
keep in its registered office the original or a copy of the Bylaws as amended or
otherwise altered to date, certified by the Secretary, which shall be open to
inspection by the stockholders at all reasonable times during office hours.
ARTICLE VIII
Amendments
Section 1. POWER OF STOCKHOLDERS. New Bylaws may be
adopted or these Bylaws may be amended or repealed by the vote of stockholders
entitled to exercise a majority of the voting power of the corporation or by the
written assent of such stockholders.
Section 2. POWER OF DIRECTORS. Subject to the right of
stockholders as provided in Section 1 of this Article VIII to adopt, amend or
repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board of
Directors.
10
ARTICLE IX
Indemnification
Section 1. DISCRETIONARY INDEMNIFICATION. The
corporation may indemnify to the fullest extent permitted by law any person (the
“Indemnitee”) made or threatened to be made a party to any proceeding, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation or is or was serving as a director, officer, employee or agent
of another entity at the request of the corporation or any predecessor of the
corporation against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses that he or she incurs in connection
with such proceeding; provided that such indemnification may only be made if the
Indemnitee is not liable under Section 78.138 of Chapter 78 of the Nevada
Revised Statutes or is determined to have acted in good faith and in a manner
which the Indemnitee reasonably believed to be in or not opposed to the best
interests of the corporation (and with respect to any criminal proceeding, the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful).
Section 2. MANDATORY INDEMNIFICATION. To the extent that
a director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any proceeding referred to in Article IX
Section 1, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him or her against expenses actually incurred in connection with
the defense.
Section 3. ADVANCEMENT OF EXPENSES. The corporation
will, from time to time, reimburse or advance to any Indemnitee the funds
necessary for payment of expenses incurred in connection with defending any
proceeding for which he or she is indemnified by the corporation, in advance of
the final disposition of such proceeding; provided that the corporation has
received the undertaking of such director or officer to repay any such amount so
advanced if it is ultimately determined by a final and unappealable judicial
decision that the director or officer is not entitled to be indemnified for such
expenses.
Section 4.
AUTHORIZATION. Any discretionary indemnification pursuant to
Article IX Section 1, unless ordered by a court or advanced pursuant to Article
IX Section 3, may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be made
(i) by the stockholders; (ii) by the Board of Directors by majority vote of a
quorum consisting of directors who were not parties to the proceeding; (iii) if
a majority vote of a quorum consisting of directors who were not parties to the
proceeding so orders, by independent legal counsel in a written opinion; or (iv)
if a quorum consisting of directors who were not parties to the proceeding
cannot be obtained, by independent legal counsel in a written opinion.
Section 5. INUREMENT. The
right to indemnification will inure whether or not the claim asserted is based
on matters that predate the adoption of this Article IX, will continue as to an
Indemnitee who has ceased to hold the position by virtue of which he or she was
entitled to indemnification, and will inure to the benefit of his or her heirs
and personal representatives.
11
Section 6. OTHER SOURCES. The corporation’s
obligation, if any, to indemnify or to advance expenses to any Indemnitee who
was or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or other
entity will be reduced by any amount such Indemnitee may collect as
indemnification or advancement of expenses from such other entity.
Section 7. NON-EXCLUSIVITY OF RIGHTS. The rights
conferred on any person by this Article shall not be exclusive of any other
right which such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office. The
corporation is specifically authorized to enter into individual contracts with
any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by Chapter 78
of the Nevada Revised Statutes.
Section 8. SURVIVAL OF RIGHTS. The rights
conferred on any person by this Article shall continue as to a person who has
ceased to be a director, officer, employee or other agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 9. INSURANCE. To the fullest extent permitted by
Chapter 78 of the Nevada Revised Statutes, the corporation, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Article.
Section 10. AMENDMENTS. Any repeal or modification of
this Article shall only be prospective and shall not affect the rights under
this Article in effect at the time of the alleged occurrence of any action or
omission to act that is the cause of any proceeding against any Indemnitee.
Section 11. SAVING CLAUSE. If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each Indemnitee
to the full extent not prohibited by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.
Section 12. CERTAIN DEFINITIONS. For the
purposes of this Article, the following definitions shall apply:
(a) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right of
the corporation).
(b) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees and disbursements,
witness fees, fines, amounts paid in settlement or judgment and any other costs
and expenses of any nature or kind incurred in connection with any proceeding.
12
(c) The term the "corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(d) References to a "director," "officer," "employee," or
"agent" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as, respectively, a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
(e) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article.
13
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, the Secretary of Uranerz Energy
Corporation, a Nevada corporation, organized and existing under the laws of the
State of Nevada, does hereby certify that the foregoing Bylaws, consisting of
nine articles, were duly adopted as the Bylaws of said corporation by
appropriate resolution of the sole stockholder on the ____ day of ____________,
2015.
| |
|
| |
David C. Frydenlund, Secretary
|
14
Energy Fuels and Uranerz Energy Obtain Final Shareholder
Approval
for Transaction Creating a Leading Diversified U.S. Uranium
Producer
June 18, 2015
Lakewood, Colorado and Casper Wyoming – Energy Fuels Inc.
(NYSE MKT: UUUU, TSX: EFR) (“Energy Fuels”) and Uranerz Energy Corporation (NYSE
MKT: URZ, TSX: URZ) (“Uranerz”) are pleased to announce that today
shareholders of both Energy Fuels and Uranerz approved the acquisition of
Uranerz by Energy Fuels’ (the “Transaction”). Both Energy Fuels and Uranerz held
their respective meetings of shareholders, at which time both sets of
shareholders approved the Transaction. At this time, all conditions to closing
have been satisfied, subject to final U.S. Nuclear Regulatory Commission
consent, which is in the final stages of the agency’s concurrence process.
Pursuant to the Transaction, each Uranerz shareholder will
receive 0.255 Energy Fuels common shares for each share of Uranerz common stock
held. In addition, all outstanding options and warrants to acquire Uranerz
shares of common stock will entitle the holder thereof to acquire 0.255 common
shares of Energy Fuels on exercise thereof at an exercise price equal to the
exercise price of such option or warrant divided by 0.255.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release,
including any information relating to the closing of this Transaction and the
consent of the NRC; and any other statements regarding Energy Fuels’ future
expectations, beliefs, goals or prospects constitute forward-looking information
within the meaning of applicable securities legislation (collectively,
"forward-looking statements"). All statements in this news release that are not
statements of historical fact (including statements containing the words
"expects", "does not expect", "plans", "anticipates", "does not anticipate",
"believes", "intends", "estimates", "projects", "potential", "scheduled",
"forecast", "budget" and similar expressions) should be considered
forward-looking statements. All such forward-looking statements are subject to
important risk factors and uncertainties, many of which are beyond Energy Fuels’
ability to control or predict. A number of important factors could cause actual
results or events to differ materially from those indicated or implied by such
forward-looking statements, including without limitation: the closing of this
Transaction and the consent of the NRC; and other risk factors as described in
Energy Fuels’ and Uranerz’ most recent annual information forms and annual and
quarterly financial reports.
Energy Fuels assumes no obligation to update the information
in this communication, except as otherwise required by law. Additional
information identifying risks and uncertainties is contained in Energy Fuels’
and Uranerz’ respective filings with the various securities commissions which
are available online at www.sec.gov and
www.sedar.com. Forward-looking statements are provided for
the purpose of providing information about the current expectations, beliefs and
plans of the management of each of Energy Fuels and Uranerz relating to the
future. Readers are cautioned that such statements may not be appropriate for
other purposes. Readers are also cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Investor Inquiries:
Energy Fuels Inc.
Curtis Moore
VP – Marketing
and Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com
Energy Fuels Closes Acquisition of Uranerz Energy
June 18, 2015
Lakewood, Colorado and Casper, Wyoming – Energy Fuels Inc. (NYSE MKT: UUUU, TSX: EFR) (“Energy Fuels”) and Uranerz Energy Corporation (NYSE MKT: URZ, TSX: URZ) (“Uranerz”) are pleased to announce that Energy Fuels’ acquisition of Uranerz (the “Transaction”) has closed. Further to the press release issued by the Company earlier today, the U.S. Nuclear Regulatory Commission (“NRC”) has provided their required consent to the Transaction, allowing the completion of the Transaction to occur today.
Pursuant to the Transaction, each Uranerz shareholder received
0.255 Energy Fuels common shares for each share of Uranerz common stock held. In
addition, all outstanding options and warrants to acquire Uranerz shares of
common stock now entitle the holder thereof to acquire 0.255 common shares of
Energy Fuels on exercise thereof at an exercise price equal to the exercise
price of such option or warrant divided by 0.255.
Effective at the closing of the Transaction, and as
contemplated by the Agreement and Plan of Merger governing the Transaction, two
members of the Energy Fuels Board of Directors, Mr. Larry Goldberg and Mr.
Richard Patricio resigned from the Board of Directors, and Mr. Dennis Higgs, the
former Executive Chairman and a Director of Uranerz, and Mr. Glenn Catchpole,
the former Chief Executive Officer and a Director of Uranerz, were appointed as
directors of Energy Fuels to fill the vacancies created by those
resignations.
Stephen P. Antony, President and CEO of Energy Fuels stated:
“With the completion of our acquisition of Uranerz, Energy Fuels is clearly
emerging as a leading integrated producer of uranium in the U.S. We now have
competitive ISR and conventional uranium production in our portfolio, the
largest NI 43-101 compliant in-ground uranium resource in the U.S. among
producers, and the ability to significantly increase uranium production in the
future as uranium prices rise. On the marketing side, our combined existing
sales contract portfolio positions us very well among U.S. and international
nuclear utilities and from a balance sheet perspective we also enjoy a strong
working capital position. Our goal is to become the largest uranium mining
company in the U.S., strategically supplying the domestic American nuclear
power market, and this transaction is a major step towards achieving that goal.
We look forward to working with Uranerz employees as we continue to position Energy Fuels for
production and sales growth in an improving global uranium market.
I would also like to take this opportunity to thank Mr.
Goldberg and Mr. Patricio for all of their contributions to Energy Fuels as
Directors over the years, and to welcome Mr. Higgs and Mr. Catchpole to our Board.”
As previously reported, the Transaction was approved by the
respective shareholders of Uranerz and Energy Fuels at their respective special
meetings of shareholders held on June 18, 2015.
Trading in shares of common stock of Uranerz on the NYSE MKT
will be suspended at the open of trading on Friday, June 19, 2015, and Uranerz
common stock will be delisted from both the Toronto Stock Exchange and the NYSE
MKT following closing. Uranerz will cease to be a reporting issuer in Canada and
will terminate its reporting obligations with the United States Securities and
Exchange Commission. Energy Fuels common shares will continue to be listed on
both the Toronto Stock Exchange (under the symbol “EFR”) and the NYSE MKT (under
the symbol “UUUU”).
About Energy Fuels
Energy Fuels is a leading integrated US-based uranium mining
company, supplying U3O8 to major nuclear utilities in the U.S. and globally.
Energy Fuels operates two of America’s key uranium production centers, the White
Mesa Mill in Utah and the Nichols Ranch Processing Facility in Wyoming. The
White Mesa Mill is the only conventional uranium mill operating in the U.S.
today and has a licensed capacity of over 8 million pounds of U3O8 per year. The
Nichols Ranch Processing Facility, acquired in the Company’s acquisition of
Uranerz Energy Corporation, is an in situ recovery (“ISR”) production center
with a licensed capacity of 2 million pounds of U3O8 per year. Energy Fuels also has the
largest NI43-301compliant uranium resource portfolio in the U.S. among producers, and uranium
mining projects located in a number of Western U.S. states, including two
producing mines, mines on standby, and mineral properties in various stages of
permitting and development. The Company’s common shares are listed on the NYSE
MKT under the trading symbol “UUUU”, and on the Toronto Stock Exchange under the
trading symbol “EFR”.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release,
including any information relating to the Company’s emergence as a leading U.S.
uranium producer, future production potential and scalability; positioning in
the U.S. market; the goal of becoming the largest uranium producer in the U.S.;
the timing for delisting of the shares of Uranerz common stock from the NYSE MKT
and the TSX; the timing for terminating the reporting issuer status of Uranerz
in Canada and the United States; and any other statements regarding Energy
Fuels’ future expectations, beliefs, goals or prospects constitute
forward-looking information within the meaning of applicable securities
legislation (collectively, "forward-looking statements"). All statements in this
news release that are not statements of historical fact (including statements
containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate",
"believes", "intends", "estimates", "projects", "potential", "scheduled",
"forecast", "budget" and similar expressions) should be considered
forward-looking statements. All such forward-looking statements are subject to
important risk factors and uncertainties, many of which are beyond Energy Fuels’
ability to control or predict. A number of important factors could cause actual
results or events to differ materially from those indicated or implied by such
forward-looking statements, including without limitation: the Company’s
emergence as a leading U.S. uranium producer; future production potential and
scalability; positioning in the U.S. market; the goal of becoming the largest
uranium producer in the U.S.; and other risk factors as described in Energy
Fuels’ and Uranerz’ most recent annual information forms and annual and
quarterly financial reports.
Energy Fuels assumes no obligation to update the information
in this communication, except as otherwise required by law. Additional
information identifying risks and uncertainties is contained in Energy Fuels’
and Uranerz’ respective filings with the various securities commissions which
are available online at www.sec.gov and
www.sedar.com. Forward-looking statements are provided for
the purpose of providing information about the current expectations, beliefs and
plans of the management of each of Energy Fuels and Uranerz relating to the
future. Readers are cautioned that such statements may not be appropriate for
other purposes. Readers are also cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Investor Inquiries:
Energy Fuels Inc.
Curtis Moore
VP – Marketing
and Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com