8-K
Uranium Energy Corp (UEC)
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 17, 2023
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.) |
| 500 North Shoreline, Ste. 800 , <br> Corpus Christi , Texas, U.S.A. | 78401 | |
| (U.S. corporate headquarters) | (Zip Code) | |
| 1830 –1030 West Georgia Street<br> Vancouver, British Columbia, Canada | V6E 2Y3 | |
| (Canadian corporate headquarters) | (Zip Code) |
(Address of principal executive offices)
(361) 888-8235
(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. ☐
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
Effective on March 17, 2023, the Board of Directors of Uranium Energy Corp. (the “Company”) increased the size of the Board of Directors from six to seven members, and appointed Ms. Trecia Canty as a member of the Board of Directors to fill the resulting vacancy and to serve as a member of the Board of Directors. The initial term for Ms. Canty will expire concurrently with the terms of the other members of the Board of Directors at the Company’s next annual meeting of stockholders. Ms. Canty’s committee assignments will determined at a later date.
As a result, the Company’s current directors and executive officers are as follows:
| Name | Position |
|---|---|
| Amir Adnani | President, Chief Executive Officer and a director |
| Spencer Abraham | Chairman and a director |
| David Kong | Lead independent director |
| Vincent Della | Volpe A director |
| Ganpat Mani | A director |
| Gloria Ballesta | A director |
| Trecia Canty | A director |
| Pat Obara | Secretary, Treasurer and Chief Financial Officer |
| Scott Melbye | Executive Vice President |
Trecia Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada. She is presently the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc. (NYSE: PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Ms. Canty has been recognized by a number of professional distinctions including recognition in the Lawyers of Color Power List in 2020; inclusion in the Women Inc. 100 Top Corporate Counsel list in 2019 and recognition by Black Enterprise Magazine in its Most Powerful Women in Business in 2019.
Director’s Fee and Stock Options
The Board of Directors of the Company approved the payment of a director’s fee to Ms. Canty of $31,500.00 per annum paid quarterly (that being $7,875.00 at the end of each quarter and on a pro rata basis for the first quarterly period starting from the date of her appointment).
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In addition, on March 17, 2023, the Board of Directors of the Company granted 100,000 stock options to Ms. Canty under the Company’s 2022 Stock Incentive Plan. The stock options are exercisable at the exercise price of $3.22 per share until March 17, 2028. The stock options vest as to 12.5% on each day which is three and six months, respectively, from the date of appointment, and as to 25% on each day which is 12, 18 and 24 months, respectively, from the date of appointment.
Section 8 – Other Events
| Item 8.01 | Other Events |
|---|
On March 20, 2023, the Company issued a news release regarding the appointment of Trecia Canty to the Company’s Board of Directors.
A copy of the news release is attached as Exhibit 99.1 hereto.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | Description |
| --- | --- |
| 99.1 | News Release dated March 20, 2023. |
| 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.
| URANIUM ENERGY CORP. | ||
|---|---|---|
| DATE: March 22, 2023. | By: | /s/ Pat Obara |
| Pat Obara, Secretary and | ||
| Chief Financial Officer |
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ex_491618.htm
Exhibit 99.1
| NYSE American: UEC |
|---|
Uranium Energy Corp Appoints Trecia Canty to the Board of Directors
Corpus Christi, Texas, March 20, 2023 – Uranium Energy Corp (NYSE American: UEC, the “Company” or “UEC”) is pleased to announce the appointment of Trecia Canty to the Company’s Board of Directors.
Trecia Canty has over 25 years of experience in finance, strategic transactions, corporate governance, compliance, enterprise risk and ESG and has extensive energy industry experience, including exploration and production, public utilities, pipelines and related businesses in the United States and Canada. Ms. Canty is presently the Senior Vice President, General Counsel and Corporate Secretary and a member of the Executive Committee of PBF Energy Inc. (NYSE: PBF), a Fortune 200 company that is one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Ms. Canty has been recognized by a number of professional distinctions including recognition in the Lawyers of Color Power List in 2020, inclusion in the Women Inc. 100 Top Corporate Counsel list in 2019 and recognition by Black Enterprise Magazine in its Most Powerful Women in Business in 2019.
Amir Adnani, CEO and President, stated, “We are delighted to welcome Trecia Canty to our Board of Directors. Trecia brings a wealth of experience that will be invaluable in supporting our ongoing growth strategy.”
About Uranium Energy Corp
Uranium Energy Corp is the fastest growing supplier of the fuel for the green energy transition to a low carbon future. UEC is the largest, diversified North American focused uranium company, advancing the next generation of low-cost, environmentally friendly In-Situ Recovery (“ISR”) mining uranium projects in the United States and high-grade conventional projects in Canada. The Company has two production-ready ISR hub and spoke platforms located in South Texas and Wyoming. These two production platforms are anchored by fully operational central processing plants and served by seven U.S. ISR uranium projects with all their major permits in place. Additionally, the Company has diversified uranium holdings including: (1) one of the largest physical uranium portfolios of North American warehoused U3O8; (2) a major equity stake in Uranium Royalty Corp., the only royalty company in the sector; and (3) a Western Hemisphere pipeline of resource stage uranium projects. The Company's operations are managed by professionals with decades of hands-on experience in the key facets of uranium exploration, development, and mining.
Contact Uranium Energy Corp Investor Relations at:
Toll Free: (866) 748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com
Stock Exchange Information:
NYSE American: UEC
WKN: AØJDRR
ISN: US916896103
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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 securities 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. Such risks and other factors include, among others, 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. Many of these factors are beyond the Company’s ability to control or predict. 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. 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 shall not constitute an offer to sell or the solicitation of an offer to buy securities.