URANERZ ENERGY CORP.

URANERZ ENERGY CORP. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

URANERZ ENERGY CORP.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The Energy Fuels merger closed on June 18, 2015 after Uranerz shareholders approved it (50,755,719 votes for, 1,634,303 against). Each Uranerz share was cancelled and converted into 0.255 Energy Fuels common shares, and options and warrants became exercisable into Energy Fuels shares at adjusted terms. Uranerz is now an indirect wholly owned subsidiary of Energy Fuels, NYSE MKT trading was suspended, and a delisting filing was planned for June 22 and a deregistration filing (Form 15) around July 6, 2015. All the Uranerz directors and its CEO and CFO resigned; Stephen Antony became CEO and Daniel Zang CFO, and Paul Goranson became Executive Vice President, ISR Operations. This resolves the pending merger thread.

business combination

On May 8, 2015 Uranerz and Energy Fuels amended the merger agreement: Uranerz nominees to the Energy Fuels board drop from three (Higgs, Catchpole, Saxton) to two (Higgs, Catchpole), because Energy Fuels decided to set its post-merger board at eight rather than at least nine. The amendment also adds a tax withholding: US-tax (FIRPTA) subject holders of Uranerz shares only would have 10% of their Energy Fuels shares withheld and sold to cover the tax, and a withholding also applies to warrant holders. The exchange ratio and other main terms are not described as changed. A first-quarter 2015 earnings release was also furnished, but its figures are not in the text. The deal is still pending.

business combination

On March 16, 2015 Uranerz filed two Canadian-standard technical reports dated February 28, 2015: an updated preliminary economic assessment for Nichols Ranch and a resource report for Arkose. The Nichols Ranch plan now adds the Jane Dough Unit, built before the Hank Unit, with a pipeline to carry Hank fluids to the existing Nichols Ranch plant. Remaining resources at Nichols Ranch are stated as 7,865,000 pounds measured and indicated (7,194,000 attributable to Uranerz) and 1,184,000 pounds inferred (1,112,000 attributable to Uranerz); about 199,000 pounds were reported extracted in 2014 and the plant is licensed for 2 million pounds a year. The report warns that economic viability is not yet shown, Jane Dough still needs licensing and permitting, Hank needs more drilling, and inferred resources (about 8% of planned production, starting 2021) are speculative. The Arkose report text was truncated, so its figures are not available.

resource reserve update

On January 4, 2015 Uranerz agreed to be acquired by Energy Fuels Inc. through a merger, after which Uranerz would survive as an indirect wholly owned subsidiary of Energy Fuels. Each Uranerz share would be converted into 0.255 Energy Fuels common shares, and Energy Fuels would assume the options and warrants (including the 2013 and 2014 offering warrants, with terms adjusted for the ratio). Closing needs approval from a majority of Uranerz shareholders (and a majority of votes cast excluding directors and officers), Energy Fuels shareholders, an effective SEC Form F-4, exchange listings and regulatory approvals. There is a reciprocal US$5 million break fee, an outside date of July 31, 2015, and three Uranerz nominees would join the Energy Fuels board. Uranerz directors and certain officers holding about 4.0% of shares agreed to vote for it. The deal is not yet complete, so shareholders' position is not yet settled.

business combination

The July 2014 offering closed: 9,600,000 units at US$1.25 raised US$12 million gross. Uranerz signed a warrant indenture with Corporation Stock Transfer for the US$1.60 warrants, which it may accelerate to expire 30 days after notice if the shares close above $2.75 for 20 consecutive trading days. The company says it expects to use net proceeds to continue development and operations of mining facilities, including wellfields, at Nichols Ranch, plus working capital and general corporate purposes. This adds new shares and warrants (dilution) to those from the September 2013 offering.

material agreement

On July 17, 2014 Uranerz signed an agency agreement with Haywood Securities and Cantor Fitzgerald Canada (lead agents) to sell 9,600,000 units at $1.25 each. Each unit is one share plus one-half of a warrant, and each whole warrant buys a share at $1.60 for 30 months after closing. Agents are paid 6% of gross proceeds, and directors and officers agreed to a 90-day lock-up. This is the sale announced by the July 2014 prospectus filings; the offering closed later (see July 25).

material agreement

On November 26, 2013 Uranerz agreed a $20 million loan from Johnson County, Wyoming, funded by a bond bought by the State of Wyoming, to finance Nichols Ranch; it closed December 3, 2013. The loan carries 5.75% interest, is interest-only through 2014, then amortises quarterly to October 2020, and is secured by a mortgage and assignment of sales contracts. Proceeds were used to repay the $6 million Deans Knight loan from June 2013, whose security was discharged, which resolves that earlier debt.

debt financing

This filing says the offering announced August 27, 2013 closed on September 6, 2013: 8,550,000 units at US$1.17, about US$10 million gross. It also records a warrant indenture with Corporation Stock Transfer as warrant agent. The US$1.60 warrants last 30 months, and Uranerz may accelerate their expiry if the shares close above US$2.75 for 20 consecutive trading days.

material agreement

On August 27, 2013 Uranerz agreed a bought-deal offering of 8,550,000 units at US$1.17 each (about US$10 million gross), led by Haywood Securities. Each unit is one share plus half a warrant exercisable at US$1.60 for 30 months, so existing shareholders are diluted. Underwriters get 6% of gross proceeds, and directors and officers agreed to a 90-day lock-up. The company says proceeds are intended for ongoing Nichols Ranch construction and general corporate purposes.

material agreement

On June 6, 2013 Uranerz agreed a $6 million note financing with investors managed by Deans Knight (the same firm that disclosed a 5.75% holding in Feb 2012), closed June 7. The senior notes pay 6% interest, rising to 10% from August 16, 2013 if not repaid by August 15, 2013, and are secured by a mortgage over its 100%-owned mineral interests, the Nichols Ranch processing facility and its product sales contracts. The investors also get 1,600,000 warrants at US$1.60 (1,200,000 exercisable now, 400,000 only if the notes are still outstanding after August 15, 2013), which could dilute shareholders. This is the company's first disclosed debt.

capital raising announcement

On March 29, 2013 the company concluded it must restate more widely after SEC staff disagreed with its continued capitalization of Nichols Ranch processing facility costs. All such costs will be expensed, which also affects the 2012 annual report filed March 28, 2013. Investors should no longer rely on the 2012 and 2011 annual statements or the three 2012 quarterly statements. The company says cash, cash flow and business plan are unchanged. This widens the February 2013 restatement.

financial restatement

This March 2013 amendment only corrects the item numbers tagged on the February 15, 2013 8-K and changes nothing else. That original report said the company decided on February 11, 2013 that some Nichols Ranch construction costs should have been expensed as exploration costs, not capitalized. It will restate its 2011 annual and 2012 first-three-quarter results and says cash, cash flow and business plan are unaffected. Investors should no longer rely on those statements. By 2013 the company is building its first mine, Nichols Ranch.

financial restatement

On November 30, 2010 the company signed a sales agreement with Haywood Securities (USA) Inc. to sell up to US$20,000,000 of common stock from time to time at market prices on NYSE Amex, not on the TSX. The agent earns 3% of gross proceeds, possibly rising to 5%. Nothing has been sold yet; any sales would add shares and bring in cash, and proceeds may be below US$20 million. It uses the S-3 shelf (333-160504), and follows the October 2009 unit offering.

material agreement

On August 25, 2010 the board adopted a shareholder rights plan, issuing one right per share to holders of record that day. Each right lets holders buy a share at US$8.75 once triggered, which happens if someone acquires 20% or more of the voting shares outside a permitted bid. Triggered rights held by the acquirer become void, so other holders can buy at a discount. The plan runs to the 2013 annual meeting unless extended to 2016, or until the board waives or redeems it. It is a takeover defence, and the filing does not say a bid is expected.

security holder rights change

On October 22, 2009 the company signed a placement agency agreement with Haywood Securities, Dahlman Rose, GMP Securities, Dundee Securities and Versant Partners to sell up to 10,000,000 units at US$2.00 in a public offering in the US and Canada (except Quebec). Each unit has one share and half a warrant exercisable at US$3.00 for 30 months, and the agents have an option for up to 1,500,000 more units. Directors and officers signed lock-up agreements. This is a new equity raise at a price below the US$2.40 paid in April 2008, and will add shares and warrants.

material agreement

The company filed an amended and restated South Doughstick technical report (amended October 12, 2009) after finding that the Arkose Mining Venture owns only 50% of the minerals on the west half of Section 29, not 100% as reported. This cuts the resources for that section by 50%, about 18% of the total project resources reported in the August 11, 2009 report. This corrects and reduces the figures in that August report.

resource reserve update

The company reported that from March 6 to June 30, 2008 it drilled 266 exploration and delineation holes (about 186,925 feet) on the Arkose property in four target areas: East Buck, South Collins Draw, Sand Rock and Little Butte. Drilling started slowly because of unusually wet weather in May and June, so the company now expects about 800,000 feet for 2008 instead of the roughly 900,000 feet announced earlier. The specific results are in the press release, not the filing text. This is the first drilling update on the Arkose venture and a reduction from the earlier target.

drilling progress report

The company closed both private placements on April 15, 2008: US$9,600,000 for 4,000,000 units through agents Haywood and Cormark, and US$14,076,000 for 5,865,000 units, including 5,465,000 to Denison, who now holds about 9.9%. That is US$23,676,000 in total at US$2.40 per unit, with warrants at US$3.50 to April 15, 2010. Costs include a US$576,000 agents' commission, 120,000 agent warrants at US$2.60, and a US$524,640 advisory fee on the Denison money. The company must file a resale registration statement within 45 days or issue penalty units equal to 10% of the units bought in the brokered placement. This completes the March proposal and the Denison agreement.

capital raising announcement

The company signed a subscription agreement with Denison Mines Corp. for 5,465,000 units at US$2.40, a strategic investment that would give Denison about 9.9% of the shares. Closing was expected around April 9, 2008, subject to approval by the American and Toronto stock exchanges, and a 4.0% cash advisory fee is payable to a financial advisor. Each unit has one share and a half warrant at US$3.50 for 24 months. This formalises the Denison part of the placement announced in March.

material agreement

The company announced plans to raise about US$23,676,000 in private placements at US$2.40 per unit, covering 4,000,000 units sold through agents and 5,865,000 units sold directly, of which 5,465,000 would go to Denison Mines Corp. Each unit carries one share and a half warrant exercisable at US$3.50 for 24 months, and Denison would hold about 9.9% after closing. This is new funding that will add shares and warrants.

capital raising announcement

The company closed the NAMMCO purchase on January 15, 2008, paying US$5,000,000 in cash and issuing 5,750,000 shares for an 81% interest in properties of over 75,000 acres. The other 19% is held by United Nuclear, LLC, owned by the sellers, and the joint venture will operate as the Arkose Mining Venture with Uranerz as manager. The company says it now controls about 108,982 acres in the Powder River Basin (the September 2007 agreement had projected about 113,982). The sellers get resale registration rights, to be filed within 120 days, and have given the company the right to vote 50% of their shares for three years. This completes the September 2007 agreement.

asset acquisition disposition

The company signed a Purchase and Sale Agreement with NAMMCO and associated individuals to buy an 81% interest in their Powder River Basin mineral properties (about 80,000 acres in the Pumpkin Buttes district) for US$5,000,000 in cash plus 5,750,000 company shares, and to run the properties as operator of a joint venture. The company has until December 31, 2007 to complete due diligence, and says the deal would take its Powder River holdings from about 33,982 to about 113,982 acres. This is a much larger addition than the earlier Shook purchase, and it means new shares will be issued to the sellers.

material agreement

The company finished due diligence on the Shook acquisition and closed it on February 1, 2007 for $3,120,000, buying the West Flank, North Rolling Pin and C-line projects in the Powder River Basin. This resolves the December 2006 letter of intent.

material agreement

The company signed a binding letter of intent with Robert C. Shook of Casper, Wyoming to buy three Powder River Basin uranium projects (West Flank, North Rolling Pin, C-line) for $3,120,000. They are adjacent to or near its existing West North Butte, Nichols Ranch, Hank and Doughstick properties, and a 35-day due diligence period lets the company cancel if unsatisfied.

material agreement

The company amended its February 2006 Bluerock agreement on the Khavtsal property in Mongolia. Remaining cash payments to Uranerz fall from US$150,000 to US$75,000 and work commitments from US$3,000,000 to US$1,500,000, while Bluerock's total earned interest rises from 55% to 70%. After a feasibility study Uranerz can buy back 21% of the 70% by paying for defined measured and inferred resources. This gives up more of the Mongolian assets for lower commitments than the original deal.

material agreement

the American Stock Exchange certified URANERZ ENERGY CORP.'s securities for listing, clearing them to begin trading.

listing compliance notice

The company agreed with Black Range Minerals of Perth, Australia to form a joint venture on two Red Desert (southwest Wyoming) exploration projects after a 42-day review. Black Range can earn 50% by funding the first US$750,000 of exploration within three years (at least US$100,000 a year), at no cost to Uranerz. Later stages let either side build up to 70% and then 100%, with a 6% royalty to the party that is diluted out. The Red Desert claims were staked in 2005, so this brings in a partner to fund their exploration.

material agreement

The company reported a March 3, 2006 private placement of 7,140,000 units at $1.00 each to 134 investors, for gross proceeds of $7,140,000. Each unit has one share and half a warrant (3,570,000 warrants), exercisable at $1.75 until March 3, 2007 and $2.50 until March 3, 2008. Commissions are 7 1/2% on part of the funds, and the filing states $73,659.98 cash plus 178,750 units paid. This is far larger and at a much higher price than the $0.40 raise in late 2005. The filing contradicts itself: it lists 2,745,000 units but only $453,000 proceeds for the U.S. tranche, which is likely an error corrected in later amendments (inference).

capital raising announcement

The company signed a letter agreement to joint venture its eight Mongolian uranium projects with Bluerock Resources. Bluerock can earn 55% through cash payments and Bluerock shares (including $5,000 on signing, $30,000 plus 150,000 shares by March 31, 2006, and payments through 2009 totalling $205,000 in cash) and $3,000,000 of expenditures over 2006-2009; the company would keep 45% with a right to earn back 6% for $300,000. This moves the Mongolian licences built up in 2005 into a partnership.

material agreement

The company signed an option and purchase agreement with Excalibur Industries for six Powder River Basin properties made up of 44 unpatented lode claims. It can take up to three years to spend the required development money and then gets 100% of the claims; it can terminate at any time during the option, and a royalty and an advance royalty are owed to Excalibur (amounts not given). It plans a feasibility study and preliminary permitting work from 2006, after a 30-day data review.

material agreement

The company signed an option and joint venture with Triex Minerals on its two Saskatchewan Athabasca Basin properties (bought from Ubex in April). Triex can earn 60% of the Cochrane River property by paying $75,000 and spending $1,500,000 by May 1, 2008, and a further 10% by spending $1,500,000 more by November 1, 2009. The Ubex agreement was amended so the company can buy half of the 2% royalty for $1,000,000.

material agreement

The company raised $2,098,000 selling 5,245,000 units at $0.40 to 81 investors. Each unit has one share and half a warrant, giving 2,622,500 warrants exercisable at $0.60 until October 17, 2006; a 6% commission is paid on part of the funds. This is a much larger raise, at a higher price, than the April $0.10 placement, and the warrants could add shares later.

capital raising announcement

The company updated its holdings: seven Mongolian licences (about 268,724 hectares), eight in total including Khavtsal, and 31 Wyoming state lease parcels totalling 14,200 acres. It also staked 140 federal mining claims (43 in the Red Desert, 97 in the Powder River Basin), and says it has no detailed geology on the claims or leases.

material agreement

The company reported six Mongolian exploration licences (about 266,166 hectares) and Wyoming state mineral leases on 30 parcels (13,560 acres), with one more 640-acre application pending. It also let its 14 Mint claims on the Burner Hills property in Elko County, Nevada lapse, saying the property no longer met its criteria. This expands the Mongolia thread begun in June and shows the company adding Wyoming holdings, with the leases still partly held in names of Catchpole, Hartman or Carleton Ventures.

material agreement termination

President Glenn Catchpole bought a 100% interest in the Khavtsal exploration licence in Mongolia (16,091 hectares) for $105,945, with no further payments or work commitments after closing. The licence is held in his name because the company had no Mongolian subsidiary yet; the filing says he is intended to transfer it to a subsidiary to be formed.

material agreement

The company agreed to buy 100% of two mineral exploration properties in the Athabasca Basin, Northern Saskatchewan, for CDN $40,756.95 cash. The seller, Ubex Capital, is wholly owned by director Dennis Higgs and keeps a 2% royalty, split with Darcy Higgs, a greater-than-5% shareholder, so this is a related-party deal. This follows the April placement and begins the company's mineral property holdings.

material agreement