URANIUM ENERGY CORP (Form: 8-K, Received: 10/20/2022 16:16:17)

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

October 14, 2022
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	UEC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.01 Completion or Acquisition or Disposition of Assets

On October 14, 2022, pursuant to the previously announced share purchase and sale agreement (the “Share Purchase and Sale Agreement”), dated October 11, 2022, between Uranium Energy Corp. (the “Company”) and Rio Tinto Fer Et Titane Inc. (the “Vendor”), a Quebec corporation and wholly owned subsidiary of Rio Tinto plc, the Company acquired from the Vendor all of the issued and outstanding shares of Roughrider Mineral Holdings Inc., a Saskatchewan corporation and wholly owned subsidiary of the Vendor, which in turn, owns all of the issued and outstanding shares of Roughrider Mineral Assets Inc., also a Saskatchewan corporation, that holds certain mineral leases totaling approximately 598 hectares in northern Saskatchewan that is commonly referred to as the “Roughrider Project” located in the Athabasca Basin in Saskatchewan, Canada (the “Acquisition”).

Pursuant to the closing of the Acquisition, on October 14, 2022, the Company paid the Vendor $80 million in cash and issued to the Vendor 17,805,815 shares of common stock of the Company valued at $70 million based on the five-day VWAP of $3.9313 per share as of October 7, 2022.

Pursuant to the Share Purchase and Sale Agreement, the Company agreed to file a Form S-3 registration statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) within five business days of closing to register all of the shares issued to the Vendor for resale under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and to have the Registration Statement declared effective by the SEC as soon as possible thereafter.

The foregoing description of the Share Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by the Share Purchase and Sale Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2022.

No financial statements are required for the Acquisition because none of the significance tests under Item 3-05 of Regulation S-X exceed 20%. However, since the Company will be filing a Registration Statement with the SEC to register the shares issued to the Vendor for resale, the Company is required to file updated unaudited pro forma combined statement of operations and comprehensive loss of the Company and Uranium One Americas, Inc. (“U1A”) for the year ended July 31, 2022, which is attached hereto as Exhibit 99.1 as the prior unaudited pro forma condensed combined financial statements of the Company and U1A in the Company’s Current Report on Form 8-K/A filed with the SEC on March 4, 2022 did not include 9 months or more of combined information.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Share Purchase and Sale Agreement described in Item 2.01 of this Current Report on Form 8-K, the Company issued 17,805,815 shares of common stock. The Company relied upon the exemption from the registration requirements under the U.S. Securities Act provided by Rule 903 of Regulation S as the shares were issued to a non-U.S. person through an offshore transaction which was negotiated and consummated outside of the United States.

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Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

The unaudited pro forma combined statement of operations and comprehensive loss of the Company and U1A for the year ended July 31, 2022.

(d) Exhibits

Exhibit		Description

99.1		Unaudited pro forma combined statement of operations and comprehensive loss of the Company and U1A for the year ended July 31, 2022.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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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.

DATE: October 20, 2022.

URANIUM ENERGY CORP.

By: /s/ Pat Obara

Pat Obara, Secretary and

Chief Financial Officer

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	Historical		Pro forma adjustments
	Uranium Energy Corp. (As reported)	U1A (August 1, 2021 to December 17, 2021)	Acquisition	Notes	Uranium Energy Corp. Pro Forma
SALES AND SERVICE REVENUE	23,161	135			23,296
COSTS OF SALES AND SERVICES	(15,868)	(114)			(15,982)
GROSS PROFIT	7,293	21			7,314

OPERATING COSTS
Mineral property expenditures	10,154	1,144			11,298
General and administrative	15,026	729			15,755
Acquisition-related costs	3,444				3,444
Depreciation, amortization and accretion	1,379	626	653	Note 3A	2,658
TOTAL OPERATING COSTS	30,003	2,499	653		33,155
LOSS FROM OPERATIONS	(22,710)	(2,478)	(653)		(25,841)

OTHER INCOME (EXPENSES)
Interest expenses and finance costs	(1,519)	(13,717)	13,569	Note 3B	(1,667)
Income from equity-accounted investments	4,126				4,126
Debt receivable recovery	18,342			Note 4	18,342
Gain on settlement of debt receivable	1,780			Note 4	1,780
Gain on disposition of assets	6,427			Note 4	6,427
Unrealized loss on equity securities	(1,898)				(1,898)
Realized gain on equity securities	547				547
Other income	152				152
OTHER INCOME (EXPENSES)	27,957	(13,717)	13,569		27,809
INCOME (LOSS) BEFORE INCOME TAXES	5,247	(16,195)	12,916		1,968

DEFERRED TAX BENEFIT	5			Note 5	5
NET INCOME (LOSS) FOR THE YEAR	5,252	(16,195)	12,916		1,973

OTHER COMPREHENSIVE LOSS
Translation loss	(679)				(679)
TOTAL OTHER COMPREHENSIVE LOSS	(679)				(679)
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR	4,573	(16,195)	12,916		1,294

NET INCOME PER SHARE
BASIC	0.02				0.00
DILUTED	0.02				0.00
WEIGHTED AVERAGE NUMBER OF BASIC SHARES OUTSTANDING	271,019,472				271,019,472
WEIGHTED AVERAGE NUMBER OF SHARES DILUTED OUTSTANDING	280,102,073				280,102,073

	Purchase Consideration
Consideration paid:
Cash	125,593
Working capital adjustment	2,902
Total consideration paid:	128,495

Assets acquired and liabilities assumed:
Cash and cash equivalents	1,183
Prepaid expenses and deposits	1,550
Other current assets	73
Inventories	192
Mineral rights and properties	110,693
Property, plant and equipment	13,004
Restricted cash	13,755
Debt receivable	-
Other non-current assets	1,613
Total assets:	142,063

Accounts payable and accrued liabilities	96
Other liabilities	765
Asset retirement obligations	12,707
Total liabilities:	13,568

Total net assets	128,495

Notes	Description
A	Pro forma property, plant and equipment depreciation expense and accretion expense to the asset retirement obligation adjustments:
	Reversal of the total depreciation and accretion expenses	(626)
	Depreciation expenses calculated based on the fair value of property plant, and equipment at the date of the U1A Acquisition	1,016
	Accretion expenses calculated based on the fair value of the asset retirement obligation at the date of the U1A Acquisition.	263
		653
B	Reflects the reversal of interest charges on U1A’s long-term debt to its related party, which was settled prior to the closing of U1A Acquisition.

1.	Settlement of Debt
	i.	Payment by Anfield to UEC of $9,171 in cash, representing one-half of the Debt from funds raised through an equity financing of Anfield.
	ii.	Issuance by Anfield to UEC in units of Anfield having an average deemed issue price of $9,171, representing the other one-half of the Debt.

	2.	Property Swap
	Concurrent with entering into the Settlement Agreement, UEC and Anfield also entered into a property swap agreement (the “Swap Agreement”) exchanging all right, title and interest in and to UEC’s Slick Rock Project and Long Park Project located in Colorado with a carrying value of $92, with all right, title and interest in and to certain Anfield’s in situ recovery uranium projects, located in Wyoming with a fair value of $6,500. As a result, UEC recorded a gain of $6,408 on disposition of assets on its consolidated statements of operations and comprehensive income for Fiscal 2022.