Item 1.01 Entry Into a Material Definitive Agreement.
On January 17, 2017, Uranium Energy Corp., a Nevada corporation
(the
Company
), entered into an underwriting agreement (the
Underwriting Agreement
) with a syndicate of underwriters (the
Underwriters
) co-represented by H.C. Wainwright & Co., LLC and
Haywood Securities Inc. under which the underwriters have agreed to buy on an
underwritten basis 17,330,836 units (the
Units
) at a price to the
public of $1.50 per Unit for gross proceeds of $25,996,254 (the
Offering
). Each Unit consists of one share of common stock (each, a
Share
) and one-half of one common stock purchase warrant (each whole
warrant, a
Warrant
). Each Warrant entitles the holder thereof to
purchase one share of common stock (each, a
Warrant Share
) at an
exercise price of $2.00 per Warrant Share, and is exercisable starting six (6)
months from the date of issuance until any time prior to 5:00 pm (Vancouver
time) on the date that is three years from the date of issuance.
Pursuant to the Underwriting Agreement, the Underwriters are
entitled to purchase the Units at a discounted underwriting price of $1.41 per
Unit, representing a 6% discount (the
Underwriting Discount
). The
Underwriting Discount will be reduced to 2% (resulting in a discounted
underwriting price of $1.47 per Unit) on up to $5,000,000 in Units that are sold
to purchasers included on a presidents list (the
Presidents List
),
and the Underwriters will be entitled to the full 6% Underwriting Discount on
the balance of any Units that are sold to purchasers on the Presidents List. In
addition, the Company has agreed to issue to the co-representatives (or their
designees ) up to a total of 906,516 common stock purchase warrants (the
Compensation Warrants
). Each Compensation Warrant entitles the holder
thereof to purchase one share of common stock (each, a
Compensation Warrant
Share
) at an exercise price of $2.00 per Compensation Warrant Share, and is
exercisable starting six months from the date of issuance until any time prior
to 5:00 pm (Vancouver time) on the date that is three years from the date of
issuance. The Offering is expected to close on January 20, 2017, subject to
obtaining NYSE MKT approval.
The Underwriting Agreement contains customary representations,
warrants and covenants by the Company, conditions to closing and indemnification
provisions, as well as a form of lock-up agreement that has been signed by
certain of the Companys directors and officers, filed herewith as Schedule E
to Exhibit 1.1 to this Current Report on Form 8-K.
The net proceeds to the Company from the underwritten public
Offering, after deducting the Underwriters expenses, the Companys estimated
offering expenses, and excluding the proceeds, if any, from the exercise of the
Warrants issued in the Offering or the Compensation Warrants, are expected to be
approximately $24,336,479.
The Shares, Warrants, Warrant Shares, Compensation Warrants and
Compensation Warrant Shares will be issued pursuant to a prospectus supplement
dated as of January 17, 2017, which was filed with the Securities and Exchange
Commission (the
SEC
) in connection with a takedown from the Companys
shelf registration statement on Form S-3 (File No. 333-193104), which became
effective on January 10, 2014, and the base prospectus dated as of January 10,
2014 contained in such registration statement.
The legal opinion of McMillan LLP relating to the legality of
the issuance and sale of the Shares, Warrants, Warrant Shares, Compensation
Warrants and Compensation Warrant Shares is attached as Exhibit 5.1 to this
Current Report on Form 8-K.
The description of terms and conditions of the Underwriting
Agreement, the Warrants and the Compensation Warrants set forth herein do not
purport to be complete and are qualified in their entirety by the full text of
the Underwriting Agreement and the form of Warrant (which is the same form for
both the Warrants and the Compensation Warrants), which are attached
hereto as Exhibits 1.1, 4.1, respectively, and incorporated herein by reference.
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