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 16, 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 |
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PO Box 50850 |
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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) |
[X] |
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))
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Item 7.01 |
Regulation FD Disclosure
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The Company issued a news release dated March 16, 2015
announcing the filing of the Companys annual report on Form 10-K for the fiscal
year ended December 31, 2014 with the United States Securities and Exchange
Commission. The Company has furnished a copy of the News Release as Exhibit 99.1
hereto.
As previously disclosed, on January 5, 2015, Uranerz Energy
Corporation, a Nevada corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with 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). The Merger Agreement provides for a business combination
whereby Merger Sub will merge with and into the Company (the Merger),
and as a result the Company will continue as the surviving operating corporation
and as an indirectly wholly owned subsidiary of Energy Fuels. In connection with
the Merger, Mr. Glenn Catchpole, Chief Executive Officer of the Company, was
interviewed by the Toronto Stock Exchange conducted on March 3, 2014 and the
Company understands the interview will be made publicly available via the
Toronto Stock Exchanges web site after the date of this current report. The
Company is furnishing a transcript of this interview as Exhibit 99.2 hereto.
The News Release and the Transcript are furnished and not filed
pursuant to Item 7.01 as Exhibit 99.1 and Exhibit 99.2 hereto. Such information
shall not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, and shall not be
deemed to be incorporated by reference into any of the Companys filings under
the Securities Act or the Exchange Act whether made before or after the date
hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a filing.
Please see the disclosures set forth under Item 7.01
Regulation FD Disclosure, which are incorporated by reference into this Item
8.01.
The News Release and Transcript furnished and not filed
pursuant to Item 8.01 as Exhibit 99.1 and Exhibit 99.2 hereto. Such information
shall not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, and shall not be
deemed to be incorporated by reference into any of the Companys filings under
the Securities Act or the Exchange Act whether made before or after the date
hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a
filing.
Additional Information
This communication may be deemed to be solicitation material in
respect of the proposed business combination of the Company and Energy Fuels. In
connection with the proposed Merger, Energy Fuels intends to file relevant
materials with the SEC, including a registration statement on Form F-4 that will
include a proxy statement of the Company that also constitutes a prospectus of
Energy Fuels. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT AND PROSPECTUS INCLUDED THEREIN, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be
able to obtain the documents free of charge at the SECs web site,
http://www.sec.gov, and the Companys stockholders will receive information at
an appropriate time on how to obtain transaction-related documents for free from
the Company. Such documents are not currently available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Safe Harbor Statement
This Current Report on Form 8-K contains forward-looking
statements that involve risks, uncertainties, and assumptions that are difficult
to predict. Actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of risks and
uncertainties including, without limitation, the parties' ability to
consummate the Merger; the conditions to the completion of the Merger, including
the receipt of shareholder and regulatory approvals required for the Merger may
not be obtained on the terms expected or on the anticipated schedule; the
parties' ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the Merger; the volatility of the international
marketplace; future uranium prices; the ability to raise capital to fund project
development; the ability to complete future acquisitions and other risk factors
as described from time to time in the Companys periodic reports filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments
or otherwise.
Item 9.01 |
Financial Statements and Exhibits.
|
(1) |
Filed as an exhibit hereto |
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.
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URANERZ ENERGY CORPORATION
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DATE: March 16, 2015 |
By: |
/s/ Glenn Catchpole |
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Glenn Catchpole |
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Chief Executive Officer
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EXHIBIT INDEX
(1) |
Filed as an exhibit hereto |
|
NYSE MKT: URZ |
Toronto Stock Exchange: URZ |
Frankfurt Stock Exchange: U9E |
Tel: (604) 689-1659 |
Fax: (604) 689-1722 |
www.uranerz.com |
Uranerz Announces Fourth Quarter and 2014 Year End Financial
Results
Casper, Wyoming, March 16, 2015 -- Uranerz Energy
Corporation (Uranerz or the Company) (NYSE MKT and TSX: URZ; Frankfurt:
U9E) has released its financial results for the year ended December 31, 2014
as filed with the United States Securities and Exchange Commission (SEC) and
in Canada with the Canadian securities administrators (on SEDAR).
2014 Highlights
- Completed construction of the processing facility and initial wellfield at
Nichols Ranch
- Commenced uranium recovery operations at mid-year
- Delivered 175,000 pounds of uranium to two utility customers
- Realized revenue of $10 million with a gross operating profit of $3.8
million in the second half of 2014
Mining operations were in startup mode during 2014. Uranerz
completed construction of an in-situ recovery (ISR) uranium processing
facility and first wellfield at its Nichols Ranch Unit as part of the Companys
Nichols Ranch ISR Uranium Project located in the central Powder River Basin of
Wyoming, U.S.A. Around mid-year Uranerz commenced uranium recovery activities
and produced 199,000 pounds of uranium by yearend. The Company sold 175,000
pounds of uranium at an average realized sales price of approximately $57 per
pound which generated revenue of approximately $10 million and gross profit of
$3.8 million. The average cost of goods sold was $35.50 per pound, including
taxes and royalties.
Glenn Catchpole, Uranerz Chief Executive Officer stated, 2014
marked a year of multiple major milestones but the ultimate highlight was
becoming North Americas newest producer of uranium. For 2015 we look forward to
completing our first full year of operations as we continue to ramp-up and
optimize operations at Nichols Ranch.
The financial information presented is in accordance with U.S.
generally accepted accounting principles. As an exploration stage company
without proven or probable reserves, we expensed all costs related to
constructing our processing facility and wellfield as incurred, in accordance
with the SEC Industry Guide 7.
Financial Position at
Dollars in thousands |
December 31, 2014 |
December 31, 2013 |
Cash and Cash Equivalents |
$6,018 |
$ 11,916 |
Working Capital |
$9,915 |
$11,050 |
Total Assets |
$19,058 |
$16,949 |
Total Long Term Debt |
$17,125 |
$20,000 |
Common Shareholders Equity (Deficit) |
($5,945) |
($6,662) |
Since Uranerz commenced uranium recovery operations in mid-2014
and continued to optimize the processing facilities during the year, certain
financial results are not comparable to those of 2013 nor are they indicative of
future results.
Results of operations for the three and twelve months ended
December 31
Dollars in thousands except per share
amounts |
Q4 2014 |
Q4 2013 |
FY 2014 |
FY 2013 |
Sales Revenue |
$6,107 |
- |
$10,007 |
- |
Gross Profit |
$2,369 |
- |
$3,793 |
- |
Net Loss |
$1,799 |
$7,944 |
$11,977 |
$26,271 |
Basic and Diluted Net Loss Per Share |
$0.01 |
$0.10 |
$0.13 |
$0.33 |
Net Cash Used in Operating Activities |
$2,728 |
$9,020 |
$16,604 |
$23,287 |
Net Cash Used in Investing Activities |
$22 |
$292 |
$265 |
$328 |
Net Cash Provided by Financing Activities |
($705) |
$13,680 |
$10,971 |
$28,514 |
To review Uranerz annual report on Form 10-K for the fiscal
year ended December 31, 2014, including its management discussion and analysis,
please visit the Companys website at www.uranerz.com, the U.S.
Securities and Exchange Commission website at www.sec.gov, or the
Companys profile on SEDAR at www.sedar.com.
About Uranerz
Uranerz Energy Corporation is a U.S.
uranium company. The Company's Nichols Ranch Unit is its first ISR uranium
project. Uranerz controls a large strategic land position in the central Powder
River Basin of Wyoming, U.S.A. The Company's management team has specialized
expertise in the ISR uranium mining method and a record of licensing,
constructing and operating ISR uranium projects. The Company has entered into
long-term uranium sales contracts for a portion of its planned production with
Exelon and one other of the largest nuclear utilities in the country.
Further Information
For further information, please
contact Derek Iwanaka, Manager of Investor Relations at 1-800-689-1659 or by
email at investor@uranerz.com.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
In a press release dated January 5, 2015, Uranerz and Energy
Fuels Inc. (NYSE MKT: UUUU, TSX: EFR) announced the execution of a definitive
merger agreement whereby Energy Fuels Inc. would acquire all of the issued and
outstanding shares of common stock of Uranerz. The proposed merger transaction
remains subject to shareholder approval and customary closing conditions. For
more details, please refer to the Form 8-K filed with the United States
Securities and Exchange Commission (SEC) on January 5, 2015.
This announcement is for informational purposes only and
does not constitute an offer to purchase, a solicitation of an offer to sell the
shares of common stock of Uranerz or a solicitation of any proxy, vote or
approval. In connection with the proposed business combination between Uranerz
and Energy Fuels Inc. (Energy Fuels), Energy Fuels will file with the SEC a
registration statement on Form F-4 that will include a proxy statement of
Uranerz that also constitutes a prospectus of Energy Fuels. Energy Fuels and
Uranerz also plan to file with or furnish other documents to securities
regulatory authorities in Canada and the United States regarding the proposed
transaction.
INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Anyone may obtain copies of these documents when they become
available free of charge under Uranerz profile on EDGAR at
www.sec.gov or on SEDAR at
www.sedar.com, or by accessing Uranerz website at
www.uranerz.com under the heading Investors and from Uranerz directly by
contacting Derek Iwanaka, Investor Relations: (800) 689-1659. Documents will also be available free of charge under Energy Fuels’ profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov, or by accessing Energy Fuels’ website at
www.energyfuels.com under the heading “Investors” and from Energy Fuels directly by contacting Curtis Moore, Investor Relations at (303) 974-2140. Uranerz, Energy Fuels, their respective directors and certain of their executive officers
may be deemed to be participants in the solicitation of proxies from the shareholders of Uranerz in connection with the proposed transaction. Information about the directors and executive officers of Uranerz is set forth in its proxy statement for
its 2014 annual meeting of shareholders, which was filed with the SEC on April 29, 2014. Information about the directors and executive officers of Energy Fuels can be found in its 2014 management information circular dated March 26, 2014, which is
available at www.sedar.com and www.sec.gov. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-looking Statements
This press release may contain or refer to "forward-looking information" and “forward-looking statements” within the meaning of applicable United States and Canadian securities laws, which may include, but are not limited to, statements
with respect to the Company’s expectation that the Company will complete a merger transaction with Energy Fuels Inc. and all other statements which are in the future tense or which describe future activities or express intentions or
expectations. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties outlined in our most recent financial
statements and reports and registration statement filed with the Securities and Exchange Commission (available at www.sec.gov) and with Canadian securities administrators (available at www.sedar.com). Risks that could cause actual
results or events to differ materially from those indicated or implied by such forward-looking statements include, without limitation, risks related to: our ability to consummate the merger transaction with Energy Fuels; the satisfaction of the
conditions to the completion of the merger transaction, including the risk that shareholder and regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing, completion and accounting and tax treatments of the merger transaction; the volatility of the international marketplace; the impact of future uranium prices; our ability to raise capital to fund project
development; and/or our ability to complete future acquisitions and other risk factors as described in our most recent annual and quarterly financial reports. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We do not undertake to update forward-looking statements, except as required by law.
C-Suite Uranerz_1-2
Uranerz is a U.S. corporation, publicly traded, started up
almost exactly 10 years ago as a junior company involved in the uranium mining
sector. Our business model from the beginning has been to locate, and to explore
and develop uranium properties, put them into production using the in-situ
recovery or solution mining technique. And that is what weve done. We started
producing uranium in Wyoming in-- last year in 2014. And were continuing
production this year and in the years forward.
The reasons for this merger, one is itll reduce our corporate
overhead. The two companies have their own specific expertise in the mining of
uranium. Ours is in-situ recovery focused in Wyoming. Energy Fuels is a
conventional uranium miner. They have properties in Utah and Colorado and New
Mexico, Arizona and they have the only operating uranium mill in the U.S. So
thats one. Another reason, we both have good sales contracts that we can
combine to make a total of six long-term contracts. And we have the biggest,
when we merge, after merger, well have the largest resource base in the U.S. of
any company operating in the U.S. And we will have the highest, the largest
market cap of any uranium company focused in the U.S. Now how long will it take
to close this deal? Its hard to predict exactly but it will be subject to the
approval of the shareholders of both companies and we anticipate itll happen
later this year.
The location of our mines in the U.S. provides us with a
strategic advantage in a sense that the United States has the largest nuclear
fleet in the world. Almost one fourth of the nuclear reactors in the world are located in the U.S. They
consume a large amount of uranium. They want to help the domestic producers to
ensure their supply going forward. Theyre very willing to work with U.S.
producers and we think it will-- we know its-- theyre interested in buying
from us.
The recent rise in spot price which has occurred recently, we
believe is partly the perception that prices or the supply is going to tighten
up in the future. And the buyers, the utilities that buy our product, buy long
term. Theyre looking a long ways out, and they feel that its a good time for
them to be getting into the market and making sure they have supply going
forward.
Uranerz and Energy Fuels expect to capitalize on the market
situation going forward in that we can quickly ramp up our production. Energy
Fuels has mines they can bring online fairly quickly. They have an operating
uranium mill. We have our production facility operating, producing today as an
ISR or in-situ recovery mine. Its easy for us to ramp up our production.
Being listed on the TSX is very important for us. We recognized
that early on. We were first listed on a U.S. exchange but so much of the
investment community lives in Canada and is willing to invest in mining projects
that it helped us raise capital when we needed it. And its been a very positive
experience for us.