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
February 18, 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 |
|
|
PO Box 50850 |
|
|
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)) |
Item 7.01 Regulation FD
Disclosure
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.
News Release
The Company issued a news release dated February 18, 2015
providing an update on the ongoing wellfield expansion activities at the
Companys Nichols Ranch ISR Uranium Project (the News Release). The
Company has furnished a copy of the News Release as Exhibit 99.1 hereto.
The News Release is furnished and not filed pursuant to Item
7.01 as Exhibit 99.1 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.
Item 8.01 Other Events
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 is furnished and not filed pursuant to Item
8.01 as Exhibit 99.1 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.
URANERZ ENERGY CORPORATION
DATE: February 18, 2015 |
By: /s/ Glenn Catchpole |
|
|
|
Glenn Catchpole |
|
Chief Executive Officer |
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 Mine Wellfield Expansion Activities at
Nichols Ranch
Casper, Wyoming, February 18, 2015 -- Uranerz Energy
Corporation (Uranerz or the Company) (NYSE MKT and TSX: URZ; Frankfurt: U9E)
is pleased to report on the ongoing wellfield expansion activities at the
Nichols Ranch ISR Uranium Project (Nichols Ranch) located in the Powder River
Basin of Wyoming, U.S.A. The Company has expanded the wellfield at header house
#4 and is adding a fifth header house with associated wells as it continues
development of its first Production Area at Nichols Ranch.
The Company utilizes the in-situ recovery (ISR) method of
mining where a series of injection and recovery wells circulate groundwater
fortified with oxygen, sodium bicarbonate and carbon dioxide through the
sandstone-hosted uranium deposit to dissolve the uranium underground
(in-situ). The groundwater with the dissolved uranium is then pumped to the
surface where the uranium is extracted and processed into the form of uranium
oxide (U3O8). Each well is
connected to a header house via buried pipelines and each header house is in
turn connected to the processing facility by means of larger buried pipelines
called trunk lines. Each header house is connected to some 60 to 90 wells with a
little over half of the wells being injection wells and the rest being recovery
wells.
Nichols Ranch commenced mining operations in April 2014 and
finished the year with four header houses and associated injection and recovery
wells in operation. After recent wellfield delineation drilling, the header
house #4 area was expanded by the addition of nineteen injection and recovery
wells, which have recently been placed into service.
Construction of a fifth header house is planned to start next
week. Wellfield delineation drilling for that header house area has been
completed, the wellfield pattern development is ready, and well installation has
commenced. The addition of this header house is planned to bring another ninety
production wells online in the second quarter of 2015. A sixth header house with
associated production wells is also expected to be installed during the second
half of 2015.
Glenn Catchpole, Uranerz Chief Executive Officer stated,
Uranerz is keen to expand the wellfields at Nichols Ranch, which can increase
near-term production and set the Company up for future scalability.
Bruce Larson, PG, CPG, Vice President, Exploration at Uranerz
Energy Corporation is the Qualified Person as defined by National Instrument
43-101 and has reviewed and approved the technical disclosure contained in this
news release.
About Uranerz
Uranerz Energy Corporation is a
U.S.-domiciled uranium company. The Company's Nichols Ranch Unit is its first
ISR uranium mine. Uranerz controls a large strategic land position in the
central Powder River Basin. 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. Uranerz
and Energy Fuels Inc. (NYSE MKT: UUUU, TSX: EFR) announced an agreement for
Energy Fuels Inc. to acquire all of the issued and outstanding shares of common
stock of Uranerz. See press release dated January 5, 2015 for more details.
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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
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 United
States Securities and Exchange Commission (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 free copies of these documents when
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: (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 Companys expectation that the
Company will close a merger with Energy Fuels Inc., the benefits and synergies
of the merger transaction, the expectation that the addition of the fifth header
house is planned to bring another ninety production wells online in the second
quarter of 2015, the expectation that a sixth header house with associated
production wells is expected to be installed during the second half of 2015, 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; 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.
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