DGAP-News: Uranium Energy Corp Announces Merger to Acquire the Anderson Property in Arizona
(firmenpresse) - DGAP-News: Uranium Energy Corp. / Key word(s): Miscellaneous
Uranium Energy Corp Announces Merger to Acquire the Anderson Property
in Arizona
06.05.2011 / 13:35
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Uranium Energy Corp.
NYSE Amex Equities Exchange Symbol - UEC
May 6, 2011
Uranium Energy Corp Announces Merger to Acquire the Anderson Property in
Arizona
Corpus Christi, TX - May 6, 2011 - Uranium Energy Corp (NYSE-AMEX: UEC; the
'Company' or 'UEC') and Concentric Energy Corp. ('Concentric') announced
today that their respective boards of directors have approved a
stock-for-stock merger (the 'Merger') to be effected under the laws of
Nevada, and that the companies have signed a definitive Merger Agreement&Plan of Merger (the 'Merger Agreement'). Upon completion of the Merger, it
is anticipated that approximately 1,253,440 shares of UEC common stock will
be issued to the former Concentric stockholders to acquire Concentric and
its undivided 100% interest in the Anderson Property, a 5,785-acre mineral
claim block located in Yavapai County, Arizona, with a previous history of
small-scale uranium production.
The Anderson Property
The Anderson Property is comprised of 289 contiguous, unpatented lode
mining and placer claims covering 5,785 acres (nine square miles). It is
located in a remote area of Yavapai County, Arizona, approximately 75 miles
northwest of Phoenix. In 2001, Concentric staked this claim block, which
consolidated portions of the mineral claims held in the 1970s by Minerals
Exploration Company ('MinEx'), a subsidiary of Unocal Corporation, and
Urangesellschaft U.S.A., Inc. ('UG').
Public filings indicate that anomalous radioactivity was first detected in
1955 near the Anderson Property, which led to small-scale open pit mining
at its north end resulting in a total of 10,758 tons of ore averaging 0.15%
or 33,230 pounds of U3O8 being shipped to Tuba City, Arizona, for custom
milling. Production ceased in 1959 when the Atomic Energy Commission
terminated its ore purchasing program. This information was obtained from
a report by Sherborne in 1979 entitled 'Major Uranium Discovery in
Volcaniclastic Sediments, Basin and Range Province, Yavapai County,
Arizona'.
Since then, over 1,400 exploration drill holes have been completed on the
Anderson Property, including 1,320 downhole gamma surveys and 5,596
chemical assays, almost all of which were completed in the 1970s by MinEx
on the northern section and by UG on the southern section. In late 1977, a
preliminary feasibility study relating to the northern section of the
Anderson Property was completed for MinEx by Morrison-Knudsen Company, Inc.
('MK'). By mid-1978, based on the favorable economics indicated in the
preliminary feasibility study, a detailed final feasibility study was
completed for MinEx by MK which evaluated a 2,000 ton per day mill to
support open pit mining on the Anderson Property. In September 1979, UG's
engineering group completed an internal preliminary feasibility study of an
underground mine relating to the southern section of the Anderson Property.
These reports are further supported by numerous other positive studies
including third party resource analyses by Chapman, Wood and Griswold,
metallurgical studies and leach pilot tests by Hazen Research. However,
these historical studies pre-date NI 43-101 and should not be treatedas
current. The Company has not performed the necessary work to verify these
historical studies and the results should not be relied upon. By the end
of 1979, global and market events led both MinEx and UG to abandon their
mineral claims in the Anderson Property.
In 2006, Concentric conducted the first drill program on the Anderson
Property since the abandonment by MinEx and UG. A 25-hole drill program
was completed to confirm the historical MinEx exploration database by
'twinning' a significant number of former MinEx drill holes. A total of 24
rotary and one core drill holes totalling 8,087 feet were completed. No
confirmation holes were drilled on the former UG portion of the Anderson
Property. In 2008, Concentric commissioned Mountain States Research&Development International, Inc. to complete a process engineering
assessment, the results of which are presented in a report entitled 'Final
Report Preliminary Process Engineering and Cost Estimates, Anderson Uranium
Project, Yavapai County, Arizona.'
Terms of the Merger
Under the terms of the Merger Agreement, Concentric's stockholders will
receive 0.1075 of one share of UEC common stock for every one share of
Concentric common stock. With 11,659,905 shares of Concentric common stock
outstanding, it is anticipated that approximately 1,253,440 shares of UEC
common stock will be issued to the former Concentric stockholders upon
completion of the Merger, representing approximately 1.7% of the issued and
outstanding common stock of UEC. Based on the closing market price of
UEC's common stock of $3.20 per share on May 5, 2011, the total share
consideration to be issued to Concentric's stockholders will have value of
approximately $4.011 million. Upon completion of the Merger, a
wholly-owned subsidiary of UEC will be the surviving corporation and become
vested with all of Concentric's assets and property.
It is a condition precedent to the completion of the Merger that the
Company is able to achieve a contemporaneous closing of the full assignment
to UEC of Global Uranium Corp.'s ('Global') rights (the 'Rights') under the
terms and conditions of an underlying Option and Joint Venture Agreement
dated April 13, 2010 between Global and Concentric, with respect to the
Anderson Property. As a consequence, the Company has recently entered into
an Acquisition Agreement with Global (the 'Global Acquisition Agreement')
to acquire such Rights in consideration of UEC's delivery to Global of (i)
an initial payment of $150,000, (ii) a further $200,000 payment thereby
releasing and assigning to the Company any security previously granted by
Concentric to Global and (iii) 350,000 restricted shares of the Company's
common stock and a final payment of $150,000 at the closing of the Merger.
The Merger is subject to various other conditions, including: the approval
of the stockholders of Concentric; completion within 30 days by each party,
to its satisfaction, of due diligence investigation of the other party's
business and affairs to determine the feasibility, economic or otherwise,
of the Merger; the number of holders of Concentric common stock exercising
dissent rights available to them under Nevada law shall not exceed 5% of
the total issued and outstanding shares of Concentric common stock; and
other customary conditions. In addition, each party's obligation to
consummate the Merger is subject to the accuracy of the representations and
warranties of the other party and material compliance of the other party
with its covenants.
The ratio (the 'Exchange Ratio') which determines the number of shares of
UEC common stock that are to be issued on completion of the Merger for all
of the shares of Concentric common stock is subject to reduction by the
shares of Concentric common stock held by those stockholders, if any, who
elect to exercise dissent rights under Nevada law. The Exchange Ratio also
may be adjusted by good faith negotiation between the parties, if required,
having regard to the results of the due diligence investigation of either
party's business and affairs bythe other party.
The Merger Agreement also contemplates that: (a) all of the outstanding
common stock purchase warrants of Concentric (the 'Concentric Warrants')
will be disposed of by the holders thereof in consideration for the
issuance by UEC of non-transferable common stock purchase warrants (the
'UEC Exchange Warrants'). The number of UEC Exchange Warrants issuable
will be determined with reference to the Exchange Ratio. Currently, the
Exchange Ratio is anticipated to be 0.1075 of one UEC Exchange Warrant for
every one Concentric Warrant. The exercise price of each UEC Exchange
Warrant is anticipated to be determined by dividing the per share exercise
price of the corresponding Concentric Warrants by 0.1075, subject to
adjustment if the Exchange Ratio is adjusted.
The foregoing description of the Merger and the Merger Agreement is not
complete and is qualified in its entirety by reference to the Merger
Agreement.
The technical information in this news release has been prepared in
accordance with the Canadian regulatory requirements set out in NI 43-101
and reviewed by Clyde L. Yancey, P.G., Vice President-Exploration for the
Company, a QP under NI 43-101 standards.
About Uranium Energy Corp.
Uranium Energy Corp. is a U.S.-based uranium production, development and
exploration company operating North America's newest emerging uranium mine.
The Company's fully licensed and permitted Hobson processing facility is
central to all of its projects in South Texas, including the Palangana
in-situ recovery project, which has just initiated production, and the
Goliad in-situ recovery project which has been granted its Mine Permit and
is in the final stages of mine permitting for production. The Company's
operations are managed by professionals with a recognized profile for
excellence in their industry, a profile based on many decades of hands-on
experience in the key facets of uranium exploration, development and
mining.
Contact North America: Investor Relations, Uranium Energy Corp:
Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: info(at)uraniumenergy.com
Stock Exchange Information:
NYSE-AMEX: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103
Safe Harbor Statement
Except for the statements of historical fact contained herein, the
information presented in this news release constitutes 'forward-looking
statements' as such term is used in applicable United States and Canadian
laws. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management. Any other statements that
express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
'expects' or 'does not expect', 'is expected', 'anticipates' or 'does not
anticipate', 'plans, 'estimates' or 'intends', or stating that certain
actions, events or results 'may', 'could', 'would', 'might' or 'will' be
taken, occur or be achieved) are not statements of historical fact and
should be viewed as 'forward-looking statements'. Such forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Forward-looking statements included in this news release consist of
statements relating to the proposed merger, including the exchange ratio
that will govern the number of shares of UEC common stock that are to be
issued on completion of the merger for all of the shares of Concentric
common stock. The completion of the merger is subject to various
conditions precedent, as detailed above. Other risks and uncertainties for
the Company include, but are not limited to, the actual results of
exploration activities, variations in the underlying assumptions associated
with the estimation or realization of mineral resources, the availability
of capital to fund programs and the resulting dilution caused by the
raising of capital through the sale of shares, accidents, labor disputes
and other risks of the mining industry including, without limitation, those
associated with the environment, delays in obtaining governmental
approvals, permits or financing or in the completion of development or
construction activities, title disputes or claims limitations on insurance
coverage. Although the company has attempted to identify important factors
that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will
prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements contained in
this news release and in any document referred to in this news release.
Certain matters discussed in this news release and oral statements made
from time to time by representatives of the company may constitute
forward-looking statements within the meaning of the private securities
litigation Reform Act of 1995 and the Federal securities laws. Although
the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved. Forward-looking
information is subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from those projected. Many
of these factors are beyond the company's ability to control or predict.
Important factors that may cause actual results to differ materially and
that could impact the company and the statements contained in this news
release can be found in the Company's filings with the Securities and
Exchange Commission. For forward-looking statements in this news release,
the Company claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995. The Company assumes no obligation to update or supplement any
forward-looking statements whether as a result of new information, future
events or otherwise.
This news release has been prepared by management of the Company who takes
full responsibility for its contents. Neither the SEC nor the British
Columbia Securities Commission approves or disapproves of the contents of
this news release. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy, 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.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER, UEC INTENDS TO FILE RELEVANT
MATERIALS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
'SEC'), INCLUDING A REGISTRATION STATEMENT ON FORM S-4 (THE 'REGISTRATION
STATEMENT'), WHICH WILL INCLUDE A PRELIMINARY PROSPECTUS AND RELATED
MATERIALS TO REGISTER THE SECURITIES OF UEC TO BE ISSUED IN EXCHANGE FOR
SECURITIES OF CONCENTRIC. THE REGISTRATION STATEMENT WILL INCORPORATE A
PROXY STATEMENT (THE 'PROXY STATEMENT') THAT CONCENTRIC PLANS TO FILE WITH
THE SEC AND MAIL TO ITS STOCKHOLDERS IN CONNECTION WITH OBTAINING
STOCKHOLDER APPROVAL OF THE PROPOSED MERGER. THE REGISTRATION STATEMENT
AND THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT UEC,
CONCENTRIC, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT
CAREFULLY WHEN THEY ARE AVAILABLE. INVESTORS AND SECURITY HOLDERS WILL BE
ABLE TO OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT WHEN THEY BECOME AVAILABLE, AND OTHER DOCUMENTS FILED WITH THE
SEC BY UEC AND CONCENTRIC, THROUGH THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV. DOCUMENTS FILED BY UEC WITH THE SEC MAY BE OBTAINED FREE OF
CHARGE BY CONTACTING THE COMPANY AT: URANIUM ENERGY CORP.; ATTENTION: MR.
MARK KATSUMATA, CFO; 500 NORTH SHORELINE, SUITE 800N, CORPUS CHRISTI,
TEXAS, 78401, TEL: (512) 828.6980.
CONCENTRIC, AND ITS DIRECTORS AND EXECUTIVE OFFICERS, MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM CONCENTRIC'S STOCKHOLDERS
IN CONNECTION WITH THE TRANSACTION DESCRIBED HEREIN. INFORMATION REGARDING
ANY SPECIAL INTERESTS OF THESE DIRECTORS AND EXECUTIVE OFFICERS IN THE
TRANSACTION DESCRIBED HEREIN WILL BE INCLUDED IN THE PROXY STATEMENT
DESCRIBED ABOVE.
__________
End of Corporate News
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123409 06.05.2011
Datum: 06.05.2011 - 13:35 Uhr
Sprache: Deutsch
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