Attached files
| file | filename |
|---|---|
| EX-23.2 - URANERZ ENERGY CORP. | v204206_ex23-2.htm |
| EX-5.1 - URANERZ ENERGY CORP. | v204206_ex5-1.htm |
| EX-23.6 - URANERZ ENERGY CORP. | v204206_ex23-6.htm |
| EX-23.5 - URANERZ ENERGY CORP. | v204206_ex23-5.htm |
| EX-23.3 - URANERZ ENERGY CORP. | v204206_ex23-3.htm |
| EX-23.7 - URANERZ ENERGY CORP. | v204206_ex23-7.htm |
| EX-23.4 - URANERZ ENERGY CORP. | v204206_ex23-4.htm |
| EX-23.1 - URANERZ ENERGY CORP. | v204206_ex23-1.htm |
| EX-1.1 - URANERZ ENERGY CORP. | v204206_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): November 30,
2010
URANERZ
ENERGY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
001-32974
|
98-0365605
|
||
|
(State or Other
Jurisdiction of
Incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
1701
East “E” Street
PO
Box 50850
Casper,
Wyoming 85605
USA
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (307) 265-8900
NOT
APPLICABLE
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing 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))
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On November 30, 2010, Uranerz Energy
Corporation (the “Company”) entered into a sales agreement (the “Sales
Agreement”) with Haywood Securities (USA) Inc. (the
“Agent”). Pursuant to the terms of the Sales Agreement, the Company
may offer and sell shares of its common stock, par value $0.001, having an
aggregate offering price of up to $20,000,000, from time to time, through the
Agent, as the Company’s agent for the offer and sale of the shares of its common
stock.
Under the Sales Agreement, upon written
instructions from the Company, the Agent will use its commercially reasonable
efforts, consistent with its sales and trading practices, to sell, as the
Company’s agent, the Company’s common stock under the terms and subject to the
conditions set forth in the Sales Agreement. The Company will
instruct the Agent as to the amount of shares of common stock to be sold by the
Agent. The Company may instruct the Agent not to sell shares of
common stock if the sales cannot be effected at or above the price designated by
the Company in any instruction. The Company or the Agent may suspend
the offering of the Company’s common stock upon proper notice and subject to
other conditions.
Sales of shares of the Company’s common
stock, if any, under the Sales Agreement may be made by any method permitted by
law that is deemed to be an “at the market” offering, as defined in Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”), including,
without limitation, by means of ordinary brokers’ transactions between members
of the NYSE Amex LLC (the “NYSE Amex”) that qualify for delivery of a prospectus
to the NYSE Amex in accordance with Rule 153 under the Securities
Act. No shares of the Company’s common stock sold under the Sales
Agreement will be sold on the Toronto Stock Exchange or on other markets in
Canada. The compensation payable to the Agent for sales of shares of
the Company’s common stock with respect to which the Agent acts as sales agent
will be equal to 3% of the gross sales price of those shares, which compensation
may increase to 5% of the gross sales price of shares of the Company’s common
stock sold for certain sales upon the agreement of the Company and the
Agent.
There is no guarantee that there will
be any sales of the Company’s common stock under the Sales Agreement and actual
sales, if any, of the Company’s common stock under the Sales Agreement may
result in net proceeds to the Company of less than $20,000,000, exclusive of any
Agent compensation or other offering fees and expenses.
The offering of shares of the Company’s
common stock pursuant to the Sales Agreement will terminate upon the earlier of
(i) the sale of shares of the Company’s common stock subject to the Sales
Agreement totalling an aggregate principal amount of $20,000,000 or (ii) the
termination of the Sales Agreement. The Sales Agreement may be
terminated by the Company or the Agent in each party’s sole discretion at any
time by giving notice to the other party.
The shares of the Company’s common
stock will be offered and sold under the Company’s shelf registration statement
on Form S-3 (Registration No. 333-160504) (the “Registration Statement”),
including a base prospectus, dated August 21, 2009, as supplemented by a
prospectus supplement, dated November 30, 2010.
The Agent and its affiliates may in the
future provide various investment banking and other financial services for the
Company for which services they may in the future receive customary
fees.
The above description of the Sales
Agreement is qualified in its entirety by reference to the Sales Agreement,
which is filed herewith as Exhibit 1.1 and which is incorporated herein by
reference.
In connection with the offer and sale
of shares of the Company’s common stock pursuant to the Sales Agreement, Lang
Michener LLP, counsel to the Company, delivered an opinion to the Company
regarding the legality of the shares of the Company’s common stock, upon
issuance and sale thereof, which is filed herewith as Exhibit 5.1 and which is
incorporated herein by reference. In addition, in connection with the
offer and sale of the Company’s common stock pursuant to the Sales Agreement,
the consents of Andrew Anderson, PE, PG, Matthew Yovich, PE, Don R. Woody, PG,
TREC, Inc., BRS Inc., Kurtis Brown, PG, and Douglas Beahm, PE, PG, are filed
herewith as Exhibits 23.1, 23.2, 23.3, 23.4, 23.5, 23.6 and 23.7, respectively,
and are incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
The following exhibits are incorporated
by reference as exhibits into the Registration Statement.
|
Exhibit No.
|
Description
|
|
|
1.1
|
Sales
Agreement, dated November 30, 2010, between the Company and the
Agent
|
|
|
5.1
|
Opinion
of Lang Michener LLP
|
|
|
23.1
|
Consent
of Andrew Anderson, PE, PG
|
|
|
23.2
|
Consent
of Matthew Yovich, PE
|
|
|
23.3
|
Consent
of Don R. Woody, PG
|
|
|
23.4
|
Consent
of TREC, Inc.
|
|
|
23.5
|
Consent
of BRS Inc.
|
|
23.6
|
Consent
of Kurtis Brown, PG
|
|
|
23.7
|
Consent
of Douglas Beahm, PE, PG
|
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.
|
URANERZ
ENERGY CORPORATION
|
|||
|
DATE:
November 30, 2010
|
|||
|
By:
|
/s/ “Sandra
R. MacKay”
|
||
|
Sandra
R. MacKay
|
|||
|
Corporate
Secretary
|
|||