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 3, 2017
Date of Report (Date of earliest event reported)

 

 

URANIUM ENERGY CORP.
(Exact name of registrant as specified in its charter)

 

 

Nevada 001-33706 98-0399476
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

1030 West Georgia Street, Suite 1830
Vancouver, British Columbia 		V6E 2Y3
(Address of principal executive offices) (Zip Code)

 

(604) 682-9775
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 1.01 Entry into a Material Definitive Agreement

 

On March 3, 2017, Uranium Energy Corp. (the “ Company ”) entered into an amendment (the “ Amendment ”) to the share purchase and option agreement (the “ SPOA ”) between CIC Resources Inc. (the “ Vendor ”) and the Company, which is dated for reference as at March 4, 2016, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 10, 2016, pursuant to which the Company and the Vendor agreed to extend the current “Option Period” under the SPOA for an additional period of one year.

 

Pursuant to the Amendment, §6.1 of the SPOA was deleted with the following provision being substituted in its stead:

 

“6.1         If, during the period beginning on the Acquisition Closing Date and ending on that date that is two years from the Acquisition Closing Date (the “ Option Period ”), the Purchaser has paid or caused to be paid to or on the Vendor’s behalf the Option Price Maintenance Payments as directed by the Vendor from time to time, then:

 

(a) the Purchaser may, in its sole discretion, by giving Notice to the Purchaser (the “ Voluntary Option Notice ”), exercise the Option, or
     
(b) if, prior to the exercise of the Option by the Purchaser in Section 6.1(a), the Relinquishment contemplated by Section 7 is achieved and the size of the Property is reduced to the Post-Relinquishment Area, the Vendor shall give Notice to the Purchaser (the “ Mandatory Option Notice ”) that the Relinquishment has occurred and, upon receipt of the Mandatory Option Notice, the Option is deemed to have been exercised by the Purchaser,

 

and, in the case of either (a) or (b), the Vendor shall assign, sell and transfer all of its right, entitlement and interest in and to all of the CIC Securities to the Purchaser and the Purchaser shall purchase all of the CIC Securities from the Vendor free of all Encumbrances on the terms and subject to the conditions contained in this Agreement.”.

 

The Company and the Vendor agreed that other than the Amendment as set forth above, all other provisions of the SPOA remain in full force and effect as of the March 3, 2017 and that the SPOA, together with the Amendment, constitutes the entire agreement to date between the Company and the Vendor.

 

The description of the Amendment set forth above is qualified in its entirety by the Amendment, which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

Not applicable.

 

(b) Pro forma Financial Information

 

Not applicable.

 

  - 2 -  

 

 

(c) Shell Company Transaction

 

Not applicable.

 

(d) Exhibits

 

Exhibit

 

Description

     
10.1   Amendment to Share Purchase and Option Agreement between Uranium Energy Corp. and CIC Resources Inc., dated March 3, 2017.

 

__________

 

 

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SIGNATURES

 

Pursuant to 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 hereunto duly authorized.

 

  URANIUM ENERGY CORP.
   
   
DATE:  March 9, 2017 By: /s/ Pat Obara
    Pat Obara
    Chief Financial Officer
     

 

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Exhibit 10.1

 

HTTPS:||WWW.MARKETBEAT.COM|LOGOS|URANIUM-ENERGY-CORP-LOGO.PNG

 

URANIUM ENERGY CORP.
Suite 1830, 1030 West Georgia Street

Vancouver, British Columbia, Canada, V6E 2Y3

Telephone: (604) 682-9775

 

 

March 3, 2017 Delivered and Via E-mail

 

Strictly Private and Confidential

 

CIC Resources Inc.
c/o Sandstorm Gold Ltd.
Suite 1400, 400 Burrard Street

 

Vancouver, British Columbia, Canada, V6C 3A6

 

Attention: Mr. Adam Spencer

 

Dear Mr. Spencer:

 

Re:

Uranium Energy Corp. (the “ Company ”)
Amendment to the Share Purchase and Option Agreement
between the Company and CIC Resources Inc.

 

I am writing to confirm with you our most recent discussions and your concurrence that, effective on March 3, 2017 (the “ Effective Date ”), we have agreed to the following amendment to the current terms of that certain “Share Purchase and Option Agreement” between CIC Resources Inc. and the Company, which is dated for reference as at March 4, 2016 (the “ SPOA ”); a copy of which SPOA is attached hereto as Schedule “A” and forms a material part hereof; in order to extend the current “Option Period” for an additional period of one year with this letter agreement being an “ Amendment ” to the SPOA.

 

In order to hereby formalize the referenced Amendment, we confirm that §6.1 of the SPOA is hereby deleted with the following provision being substituted in its stead:

 

“6.1         If, during the period beginning on the Acquisition Closing Date and ending on that date that is two years from the Acquisition Closing Date (the “ Option Period ”), the Purchaser has paid or caused to be paid to or on the Vendor’s behalf the Option Price Maintenance Payments as directed by the Vendor from time to time, then:

 

(a) the Purchaser may, in its sole discretion, by giving Notice to the Purchaser (the “ Voluntary Option Notice ”), exercise the Option, or

 

(b) if, prior to the exercise of the Option by the Purchaser in Section 6.1(a), the Relinquishment contemplated by Section 7 is achieved and the size of the Property is reduced to the Post-Relinquishment Area, the Vendor shall give Notice to the Purchaser (the “ Mandatory Option Notice ”) that the Relinquishment has occurred and, upon receipt of the Mandatory Option Notice, the Option is deemed to have been exercised by the Purchaser,

 

and, in the case of either (a) or (b), the Vendor shall assign, sell and transfer all of its right, entitlement and interest in and to all of the CIC Securities to the Purchaser and the Purchaser shall purchase all of the CIC Securities from the Vendor free of all Encumbrances on the terms and subject to the conditions contained in this Agreement.”.

 

Page 1

 

 

It is hereby recognized and agreed that, other than for the Amendment as set forth herein, all other provisions of the SPOA remain in full force and effect as of the Effective Date hereof and, furthermore, that the SPOA, together with the within Amendment, constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of the SPOA.

 

We kindly ask that you now acknowledge your receipt and approval of the within Amendment to the SPOA by simply executing and returning to the attention of the writer via facsimile the duplicate copy of this letter which has been enclosed for that purpose at your earliest convenience hereafter. In the interim we remain, always,

 

Very truly yours,

 

Uranium Energy Corp.

 

By: /s/ Amir Adnani  
  Name: Amir Adnani  
  Title: President and CEO  

 

Receipt and approval of the within Amendment to the SPOA is hereby acknowledged on this 3 rd day of March, 2017, by:

 

CIC Resources Inc.

 

By: /s/ Adam Spencer  
  Name: Adam Spencer  
  Title: Authorized Signatory  

__________

  

 

 

 

Suite 1830 ž 1030 West Georgia Street ž Vancouver, British Columbia, Canada ž V6E 2Y3

Tel 604.682.9775 ž Fax 604.682.3591 ž www.uraniumenergy.com     ž     info@uraniumenergy.com

 

 

Page 2

 

 

 

Schedule “A”

 

This is Schedule “A” to that certain Amendment as entered into between each of the Vendor (CIC Resources Inc.) and the Purchaser (Uranium Energy Corp.) as of the Effective Date of this Amendment.

 

The SPOA

 

Refer to the copy of the SPOA which is attached hereto.

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