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EX-99.1 - EX-99.1 - WESTWATER RESOURCES, INC.a15-13455_1ex99d1.htm

 

 

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

 

Date of Report (Date of earliest event reported): June 3, 2015

 

URANIUM RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33404

 

75-2212772

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

6950 S. Potomac Street, Suite 300
Centennial, Colorado

 

80112

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 531-0470

 

 

(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 (see General Instruction A.2. below):

 

o            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)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.  Other Events.

 

On June 3, 2015, Uranium Resources, Inc. (“URI”) issued a press release announcing the execution of a Scheme Implementation Agreement, dated June 3, 2015, between URI and Anatolia Energy Limited, an Australian public company (“Anatolia”), pursuant to which URI will acquire all of the outstanding equity of Anatolia. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Additional Information

 

This report is being filed in respect of the proposed acquisition of Anatolia by URI and related matters. In connection with the proposed transaction, URI will file with the Securities and Exchange Commission (“SEC”) a proxy statement and will mail or otherwise disseminate the proxy statement and a form of proxy to its stockholders when it becomes available. STOCKHOLDERS AND INVESTORS ARE ENCOURAGED TO READ THE PROXY STATEMENT (AND OTHER RELEVANT MATERIALS) REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, AND BEFORE MAKING ANY VOTING DECISION, AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders and investors will be able to obtain a free copy of the proxy statement (when available), as well as other filings made by URI regarding URI, Anatolia and the proposed transaction, without charge, at the SEC website at www.sec.gov. In addition, documents filed with the SEC by URI will be available free of charge on the investor section of URI’s website at www.uraniumresources.com.

 

Certain Information Regarding Participants

 

URI and certain of its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from URI’s stockholders in connection with the proposed transaction. The names of URI’s directors and executive officers and a description of their interests in URI are set forth in URI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 19, 2015, and Amendment No. 1 thereto, which was filed with the SEC on April 30, 2015. Additional information about the interests of potential participants will be contained in the proxy statement (when filed) and other relevant materials to be filed with the SEC in connection with the proposed transaction. These documents may be obtained from the SEC website and from URI in the manner noted above.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release dated June 3, 2015.

 

2



 

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.

 

Dated: June 3, 2015

 

 

URANIUM RESOURCES, INC.

 

 

 

 

 

By:

/s/ Jeffrey L. Vigil

 

Name:

Jeffrey L. Vigil

 

Title:

Vice President—Finance and Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

 

Description

99.1

 

Press Release dated June 3, 2015

 

4