UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 30, 2017

 

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-33706

 

URANIUM ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		98-0399476
State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)
1030 West Georgia Street, Suite 1830, Vancouver, B.C., Canada		V6E 2Y3
(Address of principal executive offices)		(Zip Code)

 

	(604) 682-9775
	(Registrant’s telephone number, including area code)
	N/A
	(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

¨	Large accelerated filer		x	Accelerated filer
¨	Non-accelerated filer (Do not check		¨	Smaller reporting company
	if a smaller reporting company)
			¨	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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 138,679,887 shares of common stock outstanding as of June 6, 2017.

 

 

URANIUM ENERGY CORP.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II – OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	50
SIGNATURES		51

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.           Financial Statements

 

 

URANIUM ENERGY CORP.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE NINE MONTHS ENDED APRIL 30, 2017

 

(Unaudited)

 

 

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

			Notes			April 30, 2017				July 31, 2016
CURRENT ASSETS
Cash and cash equivalents						$	9,332,492			$	7,142,571
Short-term investments			3				16,000,671				-
Inventories							211,662				275,316
Prepaid expenses and deposits			4				1,230,870				533,977
Other current assets							86,288				48,777
							26,861,983				8,000,641
MINERAL RIGHTS AND PROPERTIES			5				37,669,432				37,973,951
PROPERTY, PLANT AND EQUIPMENT			6				6,804,599				6,942,304
RECLAMATION DEPOSITS							1,706,027				1,706,027
OTHER LONG-TERM ASSETS			7				1,904,919				1,553,388
						$	74,946,960			$	56,176,311
CURRENT LIABILITIES
Accounts payable and accrued liabilities						$	2,741,480			$	1,822,447
Due to related parties			8				998				-
							2,742,478				1,822,447
DEFERRED INCOME TAX LIABILITIES							617,686				643,825
LONG-TERM DEBT			9				18,968,008				19,198,178
OTHER LONG-TERM LIABILITY							315,519				315,519
ASSET RETIREMENT OBLIGATIONS			10				3,915,119				3,746,464
							26,558,810				25,726,433
STOCKHOLDERS' EQUITY
Capital stock
Common stock $0.001 par value: 750,000,000 shares authorized, 138,090,043 shares issued and outstanding (July 31, 2016 - 116,670,457)			11				138,090				116,670
Additional paid-in capital							270,002,689				239,701,884
Accumulated deficit							(221,737,873	)			(209,353,946	)
Accumulated other comprehensive loss							(14,756	)			(14,730	)
							48,388,150				30,449,878
						$	74,946,960			$	56,176,311
COMMITMENTS AND CONTINGENCIES			15
SUBSEQUENT EVENT			16

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

 

						Three Months Ended April 30,								Nine Months Ended April 30,
			Notes			2017				2016				2017				2016
SALES						$	-			$	-			$	-			$	-
COSTS AND EXPENSES
Cost of sales							-				-				-				-
Inventory write-down							-				-				60,694				-
Mineral property expenditures			5				999,241				725,968				2,956,805				3,408,813
General and administrative			8,11				2,092,656				2,005,465				6,616,141				7,086,669
Depreciation, amortization and accretion			5,6,10				117,792				205,488				397,399				680,573
Impairment loss on mineral properties			5				-				-				297,942				86,535
							3,209,689				2,936,921				10,328,981				11,262,590
LOSS FROM OPERATIONS							(3,209,689	)			(2,936,921	)			(10,328,981	)			(11,262,590	)
OTHER INCOME (EXPENSES)
Interest income							63,994				7,221				69,424				14,470
Interest expenses and finance costs			9				(697,644	)			(710,767	)			(2,185,166	)			(2,278,230	)
Loss on disposition of assets							-				-				(1,055	)			(2,186	)
Loss on settlement of current liabilities							-				(46,968	)			-				(46,968	)
Other income							35,712				-				35,712				-
							(597,938	)			(750,514	)			(2,081,085	)			(2,312,914	)
LOSS BEFORE INCOME TAXES							(3,807,627	)			(3,687,435	)			(12,410,066	)			(13,575,504	)
DEFERRED INCOME TAX BENEFIT							8,763				8,380				26,139				22,910
NET LOSS FOR THE PERIOD							(3,798,864	)			(3,679,055	)			(12,383,927	)			(13,552,594	)
OTHER COMPREHENSIVE LOSS, NET OF INCOME TAXES							(28	)			136				(26	)			(282	)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD						$	(3,798,892	)		$	(3,678,919	)		$	(12,383,953	)		$	(13,552,876	)
NET LOSS PER SHARE, BASIC AND DILUTED			12			$	(0.03	)		$	(0.03	)		$	(0.10	)		$	(0.13	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED							137,452,998				109,710,985				124,676,016				102,588,834

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

						Nine Months Ended April 30,
			Notes			2017				2016
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss for the period						$	(12,383,927	)		$	(13,552,594	)
Adjustments to reconcile net loss to cash flows in operating activities
Stock-based compensation			11				2,482,178				2,487,651
Depreciation, amortization and accretion			5,6,10				397,399				680,573
Amortization of long-term debt discount			9				869,830				960,807
Inventory write-down							60,694				-
Re-valuation of asset retirement obligations							-				(184,381	)
Impairment loss on mineral properties			5				297,942				86,535
Loss on disposition of assets							1,055				2,186
Deferred income tax benefit							(26,139	)			(22,910	)
Loss on settlement of current liabilities							-				46,968
Changes in operating assets and liabilities
Inventories							2,960				-
Prepaid expenses and deposits							(625,393	)			(303,294	)
Other current assets							(37,537	)			(6,301	)
Accounts payable and accrued liabilities			14				745,967				(460,536	)
NET CASH FLOWS USED IN OPERATING ACTIVITIES							(8,214,971	)			(10,265,296	)
FINANCING ACTIVITIES
Shares issuance for cash, net of issuance costs			11				26,444,815				10,324,264
Purchase of short-term investments			3				(16,000,671	)			-
Due to related parties			8				998				-
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES							10,445,142				10,324,264
INVESTING ACTIVITIES
Net cash used in asset acquisition							-				(46,084	)
Purchase of property, plant and equipment							(40,250	)			(19,304	)
Proceeds from disposition of assets							-				818
Decrease in reclamation deposits							-				(1	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES							(40,250	)			(64,571	)
NET CASH FLOWS							2,189,921				(5,603	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD							7,142,571				10,092,408
CASH AND CASH EQUIVALENTS, END OF PERIOD						$	9,332,492			$	10,086,805
SUPPLEMENTAL CASH FLOW INFORMATION			14

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

URANIUM ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

		Common Stock								Additional Paid-in				Accumulated				Accumulated Other Comprehensive				Stockholders'
		Shares				Amount				Capital				Deficit				Loss				Equity
Balance, July 31, 2016			116,670,457			$	116,670			$	239,701,884			$	(209,353,946	)		$	(14,730	)		$	30,449,878
Common stock
Issued for equity financing, net of issuance costs			17,330,836				17,331				19,404,020				-				-				19,421,351
Issued for exercise of stock options			251,050				252				54,348				-				-				54,600
Issued for exercise of warrants			1,620,670				1,620				1,943,184				-				-				1,944,804
Issued for credit facility			738,503				739				1,099,261				-				-				1,100,000
Issued for property acquisition			50,000				50				71,450				-				-				71,500
Issued for mineral property			46,800				46				48,626				-				-				48,672
Issued for settlement of current liabilities			151,679				152				174,908				-				-				175,060
Stock-based compensation
Common stock issued for consulting services			559,623				557				693,613				-				-				694,170
Common stock issued under Stock Incentive Plan			670,425				673				724,691				-				-				725,364
Stock options issued to consultants			-				-				303,047				-				-				303,047
Stock options issued to management			-				-				430,218				-				-				430,218
Stock options issued to employees			-				-				329,379				-				-				329,379
Warrants																							-
Issued for equity financing			-				-				4,409,570				-				-				4,409,570
Issued for equity financing as issuance costs			-				-				614,490				-				-				614,490
Net loss for the period			-				-				-				(12,383,927	)			-				(12,383,927	)
Other comprehensive loss			-				-				-				-				(26	)			(26	)
Balance, April 30, 2017			138,090,043			$	138,090			$	270,002,689			$	(221,737,873	)		$	(14,756	)		$	48,388,150

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 1:

NATURE OF OPERATIONS

 

Uranium Energy Corp. was incorporated in the State of Nevada on May 16, 2003. Uranium Energy Corp. and its subsidiary companies and a controlled partnership (collectively, the “Company” or “we”) are engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates, on projects located in the United States and Paraguay.

 

Although planned principal operations have commenced from which significant revenues from sales of uranium concentrates were realized for the fiscal years ended July 31, 2015 (“Fiscal 2015”), 2013 (“Fiscal 2013”) and 2012 (“Fiscal 2012”), the Company has yet to achieve profitability and has had a history of operating losses resulting in an accumulated deficit balance since inception. No revenue from uranium sales was realized for the nine months ended April 30, 2017, or for the fiscal years ended July 31, 2016 (“Fiscal 2016”) and 2014 (“Fiscal 2014”). Historically, we have been reliant primarily on equity financings from the sale of its common stock and, during Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations, and this reliance is expected to continue for the foreseeable future.

 

At April 30, 2017, we had working capital of $24.1 million including cash and cash equivalents of approximately $9.3 million and short-term investments of approximately $16.0 million. Our existing cash resources as at April 30, 2017 are expected to provide sufficient funds to carry our planned operations for the next 12 months from the date that our condensed consolidated financial statements are issued. Our continuation as a going concern for a period beyond 12 months will be dependent upon our ability to obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our continued operations, including the recoverability of the carrying values of our assets, are dependent ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations.

 

NOTE 2:

BASIS OF PRESENTATION

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the Fiscal 2016. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation, have been made. Operating results for the nine months ended April 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2017 (“Fiscal 2017”).

 

Exploration Stage

 

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. We have not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our Palangana Mine. As a result, and despite the fact that we commenced extraction of mineralized materials at our Palangana Mine in November 2010, we remain in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

 

Since we commenced extraction of mineralized materials at the Palangana Mine without having established proven or probable reserves, any mineralized materials established or extracted from the Palangana Mine should not in any way be associated with having established or produced from proven or probable reserves.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time we exit the Exploration Stage by establishing proven or probable reserves.  Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities such as the construction of mine wellfields, ion exchange facilities and disposal wells are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

Companies in the Production Stage as defined under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, rather than capitalizing, of expenditures relating to ongoing mill and mine development activities. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

 

Recently Adopted Accounting Standards

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements (“ASU 2014-15”). ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  Our Company has adopted this standard effective August 1, 2016 for the fiscal year ending July 31, 2017. Adoption of this standard has not had a significant impact on these unaudited interim condensed consolidated financial statements.

 

In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Improvement to Employee Share-Based Payment Accounting (“ASU 2016-09”), as part of its simplification initiative. ASU 2016-09 allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current U.S. GAAP) or account for forfeitures when they occur. For public business entities, ASU 2016-09 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Our Company has made an election to account for forfeitures when they occur for Fiscal 2017. This election has not had a significant impact on these unaudited interim condensed consolidated financial statements.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 3:

SHORT-TERM INVESTMENTS

 

Our short-term investments are comprised of term deposits with maturities from three months to one year from the date of the initial investments. As at April 30, 2017, we had short-term investments of $16,000,671 (July 31, 2016: $Nil).

 

NOTE 4:

PREPAID EXPENSES AND DEPOSITS

 

Prepaid expenses and deposits represent future expenditures our Company pays in advance, which usually expire with the passage of time or through use and consumption.

 

At April 30, 2017, prepaid expenses and deposits consisted of the following:

 

		April 30, 2017				July 31, 2016
Prepaid Property Renewal Fees		$	682,368			$	149,066
Prepaid Insurance			95,368				101,270
Prepaid Listing and Subscriptions			74,332				60,605
Prepaid License Fees			64,584				20,283
Prepaid Surety Bond Premium			68,165				38,271
Deposits and Expense Advances			87,707				87,996
Other Prepaid Expenses			158,346				76,486
		$	1,230,870			$	533,977

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 5:

MINERAL RIGHTS AND PROPERTIES

 

Mineral Rights

 

At April 30, 2017, we had mineral rights in the States of Arizona, Colorado, New Mexico and Texas and in the Republic of Paraguay. These mineral rights were acquired through staking, purchase or lease agreements and are subject to varying royalty interests, some of which are indexed to the sale price of uranium. At April 30, 2017, annual maintenance payments of approximately $1,228,000 will be required to maintain these mineral rights.

 

Mineral rights and property acquisition costs consisted of the following:

 

		April 30, 2017				July 31, 2016
Mineral Rights and Properties
Palangana Mine		$	6,443,028			$	6,443,028
Goliad Project			8,689,127				8,689,127
Burke Hollow Project			1,495,750				1,495,750
Longhorn Project			116,870				116,870
Salvo Project			14,905				14,905
Nichols Project			-				154,774
Anderson Project			9,154,268				9,154,268
Workman Creek Project			1,520,680				1,472,008
Los Cuatros Project			257,250				257,250
Slick Rock Project			615,650				615,650
Yuty Project			11,947,144				11,947,144
Oviedo Project			1,133,412				1,133,412
Other Property Acquisitions			91,080				234,248
			41,479,164				41,728,434
Accumulated Depletion			(3,929,884	)			(3,929,884	)
			37,549,280				37,798,550
Databases			2,410,038				2,410,038
Accumulated Amortization			(2,388,947	)			(2,364,019	)
			21,091				46,019
Land Use Agreements			404,310				404,310
Accumulated Amortization			(305,249	)			(274,928	)
			99,061				129,382
		$	37,669,432			$	37,973,951

 

We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, for any of our mineral projects. We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. Since we commenced uranium extraction at the Palangana Mine without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.

 

During the nine months ended April 30, 2017, we issued 46,800 restricted shares with a fair value of $48,672 as an advance royalty payment for our Workman Creek Project, which was capitalized as Mineral Rights & Properties on our consolidated balance sheet as at April 30, 2017.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

During the nine months ended April 30, 2017, we abandoned our Nichols Project located in Texas and certain non-core mineral interests at projects located in Arizona, Colorado and New Mexico with a combined acquisition cost of $297,942. As a result, an impairment loss on mineral properties of $297,942 was reported on our condensed consolidated statements of operations for the nine months ended April 30, 2017.

 

During the nine ended April 30, 2016, we abandoned certain mineral interests at the projects located in Colorado and New Mexico with a combined acquisition cost of $86,535. As a result, an impairment loss on mineral properties of $86,535 was reported on our consolidated statement of operations for the nine months ended April 30, 2016.

 

During the nine months ended April 30, 2016, the asset retirement obligations (“ARO”) of the Palangana Mine were revised due to changes in the estimated timing of restoration and reclamation of the Palangana Mine, resulting in the corresponding mineral rights and properties being reduced by $24,787, and a credit amount of re-valuation of ARO totaling $184,381 being recorded against the mineral property expenditures for the Palangana Mine.

 

During the three and nine months ended April 30, 2017 and 2016, we continued with reduced operations at our Palangana Mine to capture residual uranium only. As a result, no depletion for the Palangana Mine was recorded on our consolidated financial statements for the three and nine months ended April 30, 2017 and 2016, respectively.

 

Mineral property expenditures incurred by major projects were as follows:

 

		Three Months Ended April 30,								Nine Months Ended April 30,
		2017				2016				2017				2016
Mineral Property Expenditures
Palangana Mine		$	239,781			$	280,345			$	625,430			$	1,031,625
Goliad Project			40,295				26,848				90,174				71,679
Burke Hollow Project			288,742				48,409				439,058				974,661
Longhorn Project			23,724				247				24,777				4,620
Salvo Project			6,701				4,622				21,710				21,697
Anderson Project			30,489				3,564				45,993				170,780
Workman Creek Project			7,673				418				23,593				32,109
Slick Rock Project			12,207				-				36,759				53,861
Yuty Project			91,175				89,246				282,887				291,788
Oviedo Project			58,054				136,031				273,124				422,763
Alto Parana Project			95,460				-				618,093				-
Other Mineral Property Expenditures			104,940				136,238				475,207				517,611
Revaluation of Asset Retirement Obligations			-				-				-				(184,381	)
		$	999,241			$	725,968			$	2,956,805			$	3,408,813

 

During the three and nine months ended April 30, 2017, and pursuant to a share purchase and option agreement effective March 4, 2016 to acquire the Alto Parana Project, a titanium project located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay, we recorded total costs of $95,460 and $618,093, respectively, related to maintenance and assessment work required to keep the Alto Parana Project in good standing. Refer to Note 7: Other Long-Term Assets.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 6:

PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following:

 

		April 30, 2017												July 31, 2016
		Cost				Accumulated Depreciation				Net Book Value				Cost				Accumulated Depreciation				Net Book Value
Hobson Processing Facility		$	6,819,088			$	(773,933	)		$	6,045,155			$	6,819,088			$	(773,933	)		$	6,045,155
Mining Equipment			2,426,385				(2,361,519	)			64,866				2,438,920				(2,256,901	)			182,019
Logging Equipment and Vehicles			1,971,742				(1,815,190	)			156,552				1,962,895				(1,801,811	)			161,084
Computer Equipment			577,938				(562,027	)			15,911				586,116				(555,972	)			30,144
Furniture and Fixtures			170,701				(168,106	)			2,595				172,348				(167,966	)			4,382
Land			519,520				-				519,520				519,520				-				519,520
		$	12,485,374			$	(5,680,775	)		$	6,804,599			$	12,498,887			$	(5,556,583	)		$	6,942,304

 

During the three and nine months ended April 30, 2017 and 2016, no uranium concentrate was processed at the Hobson Processing Facility due to the reduced operations at our Palangana Mine. As a result, no depreciation for the Hobson Processing Facility was recorded on our consolidated financial statements for the three and nine months ended April 30, 2017 and 2016.

 

NOTE 7:

OTHER LONG-TERM ASSETS

 

At April 30, 2017, other long-term assets totaled $1,904,919, which were comprised of $1,553,388 for considerations paid and to be paid for the acquisition of the Alto Parana Project and $351,531 in transaction costs primarily for the pending acquisition of the Reno Creek Project. Refer to Note 16: Subsequent Event.

 

On March 4, 2016, we entered into a share purchase and option agreement (the “SPOA”) with CIC Resources Inc. (the “Vendor”) pursuant to which we acquired (the “Acquisition”) all of the issued and outstanding shares of JDL Resources Inc. (“JDL”), a wholly-owned subsidiary of the Vendor, and was granted an option to acquire all of the issued and outstanding shares of CIC Resources (Paraguay) Inc. (“CIC”; the “Option”), another wholly-owned subsidiary of the Vendor.  JDL’s principal assets include land located in the department of Alto Parana in the Republic of Paraguay.  CIC is the beneficial owner of Paraguay Resources Inc. which is the 100% owner of the Alto Parana Project, comprising of certain titanium mineral concessions located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay.

 

Pursuant to the SPOA, the Company issued 1,333,560 restricted common shares in the capital of the Company and paid $50,000 in cash to complete the Acquisition. If the Company pays or causes to pay on the Vendor’s behalf certain maintenance payments and assessment work required to keep the Alto Parana Project in good standing as directed by the Vendor, during the one-year period following completion of the Acquisition (the “Option Period”), the Company may elect in its discretion to exercise the Option at any time, or if, in accordance with the SPOA, the Vendor satisfies certain conditions precedent to exercise, the Company will be deemed to have exercised the Option.  Upon exercise of the Option the Company is required to pay, subject to certain adjustments, $250,000 in cash to the Vendor and to grant to the Vendor a 1.5% net smelter returns royalty (the “Royalty”) on the Alto Parana Project as contemplated by a proposed net smelter returns royalty agreement (the “Royalty Agreement”) to be executed by the parties upon exercise of the Option.  Pursuant to the proposed Royalty Agreement, the Company has the right, exercisable at any time for a period of six years following exercise of the Option, to acquire one-half percent (0.5%) of the Royalty at a purchase price of $500,000.

 

By way of an amending letter dated March 3, 2017, the Company and the Vendor agreed to extend the Option Period by one year to March 4, 2018.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

We hold a variable interest in CIC as a result of the Option, however, we are not the primary beneficiary due to the fact that we do not have the power over decisions that significantly affect CIC’s economic performance. Accordingly, we do not consolidate the results of CIC and therefore, the other long-term asset of $1,553,388 effectively represents the amount paid in advance for CIC’s assets totaling $1,303,388 and $250,000 to be paid upon the exercise of the Option for the Acquisition of CIC.

 

At April 30, 2017, the carrying value of the other long-term asset relating to the Acquisition of CIC and our maximum exposure to loss from the unconsolidated variable interest entity, which would arise if we are unable to exercise the Option, is as follows:

 

		April 30, 2017				July 31, 2016
Other Long-Term Asset		$	1,553,388			$	1,553,388
Cash Payable Upon Exercise of the Option			(250,000	)			(250,000	)
Maximum Exposure to Loss		$	1,303,388			$	1,303,388

 

NOTE 8:

DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

 

During the three and nine months ended April 30, 2017, the Company incurred $30,664 and $134,515 (three and nine months ended April 30, 2016: $30,134 and $128,727), respectively, in general and administrative costs paid to Blender Media Inc. (“Blender”), a company controlled by Arash Adnani, the brother of our President and Chief Executive Officer, for various services including information technology, corporate branding, media, website design, maintenance and hosting, provided to our Company.

 

During the three and nine months ended April 30, 2017, the Company issued 59,546 and 148,368 restricted common shares with a fair value of $78,572 and $170,060, respectively, as settlement of the equivalent amounts owed to Blender. As a result, no gain or loss on settlement of current liabilities was recognized on the condensed consolidated statements of operation and comprehensive loss.

 

During the three and nine months ended April 30, 2016, the Company issued 117,998 restricted common shares with a fair value of $109,738 as settlement of amounts owed to Blender totaling $98,371. As a result, a loss on settlement of current liabilities of $11,367 was recognized in the condensed consolidated statements of operations and comprehensive loss.

 

At April 30, 2017, the amount owing to Blender was $998 (July 31, 2016: $Nil).

 

NOTE 9:

LONG-TERM DEBT

 

On February 9, 2016, we entered into the second amended and restated credit agreement (the “Second Amended Credit Agreement”) with our lenders, Sprott Resource Lending Partnership, CEF (Capital Markets) Limited and Resource Income Partners Limited Partnership (collectively, the “Lenders”), under which we had previously drawn down the maximum $20,000,000 in principal under the current credit facility (the “Credit Facility”).

 

As at April 30, 2017, long-term debt consisted of the following:

 

		April 30, 2017				July 31, 2016
Principal amount		$	20,000,000			$	20,000,000
Unamortized discount			(1,031,992	)			(801,822	)
Long-term debt, net of unamortized discount		$	18,968,008			$	19,198,178

 

During the three months ended April 30, 2017, and pursuant to the terms of the Second Amended Credit Agreement, we issued 738,503 shares with a fair value of $1,100,000, representing 5.5% of the $20,000,000 principal balance outstanding at January 31, 2017, as payment of anniversary fees to the Lenders.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

For the three and nine months ended April 30, 2017 and 2016, the amortization of debt discount totaled $268,262 and $869,830 (three and nine months ended April 30, 2016: $277,417 and $960,807), respectively, which was recorded as interest expense and included in our condensed consolidated statements of operations and comprehensive loss.

 

The aggregate yearly maturities of the long-term debt based on principal amounts outstanding at April 30, 2017 are as follows:

 

Fiscal 2017		$	-
Fiscal 2018			-
Fiscal 2019			10,000,000
Fiscal 2020			10,000,000
Total		$	20,000,000

 

NOTE 10:

ASSET RETIREMENT OBLIGATIONS

 

The Company’s ARO relate to future remediation and decommissioning activities at our Palangana Mine and Hobson Processing Facility.

 

Balance, July 31, 2016		$	3,746,464
Accretion			168,655
Balance, April 30, 2017		$	3,915,119

 

The estimated amounts and timing of cash flows and assumptions used for ARO estimates are as follows:

 

		April 30, 2017				July 31, 2016
Undiscounted amount of estimated cash flows		$	6,650,255			$	6,650,255
Payable in years			4.1 to 15				4.1 to 15
Inflation rate			1.15% to 2.25%				1.15% to 2.25%
Discount rate			5.02% to 8.00%				5.02% to 8.00%

 

The undiscounted amounts of estimated cash flows for the next five fiscal years and beyond are as follows:

 

Fiscal 2017		$	-
Fiscal 2018			-
Fiscal 2019			139,052
Fiscal 2020			414,058
Fiscal 2021			667,984
Remaining balance			5,429,161
		$	6,650,255

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 11:

CAPITAL STOCK

 

Equity Financing

 

We filed a Form S-3 shelf registration statement, which was declared effective on January 10, 2014 (the “2014 Shelf”). The 2014 Shelf provided for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

 

On January 20, 2017, we completed a public offering of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $25,996,254 (the “Equity Financing”) pursuant to a prospectus supplement to the 2014 Shelf. Each unit is comprised of one share of the Company and one-half of one share purchase warrant, however, as a result of rounding, since we will not issue fractional shares, there were only actually 9,571,929 whole warrants issued instead of 9,571,934 whole warrants. Each whole warrant entitles its holder to acquire one share at an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance. In connection with the Equity Financing, we also issued compensation share purchase warrants to agents as part of share issuance costs to purchase 906,516 shares of our Company, exercisable six months to three years from the date of issuance at a price of $2.00 per share.

 

We filed a Form S-3 shelf registration statement, which was declared effective on March 10, 2017 (the “2017 Shelf”), and as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

 

The Equity Financing shares were valued at the Company’s closing price of $1.54 per share at January 20, 2017. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions:

 

Expected Risk Free Interest Rate			1.50	%
Expected Annual Volatility			76.96	%
Expected Contractual Life in Years			3.00
Expected Annual Dividend Yield			0.00	%

 

The net proceeds from the Equity Financing were allocated to the fair values of the shares and share purchase warrants as presented below:

 

Fair Value of Shares		$	26,689,487
Fair Value of Share Purchase Warrants			5,873,932
Total Fair Value Before Allocation to Net Proceeds		$	32,563,419
Gross Proceeds		$	25,996,254
Share Issuance Costs - Cash			(1,550,843	)
Net Cash Proceeds Received		$	24,445,411
Relative Fair Value Allocation to:
Shares		$	20,035,841
Share Purchase Warrants			4,409,570
		$	24,445,411

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

Share Transactions

 

A summary of the Company’s share transactions for the nine months ended April 30, 2017 are as follows:

 

		Common				Value per Share								Issuance
Period / Description		Shares Issued				Low				High				Value
Balance, July 31, 2016			116,670,457
Mineral Property			46,800			$	1.04			$	1.04			$	48,672
Consulting Services			166,926				0.90				1.06				175,908
Options Exercised (1)			133,125				0.45				0.45				59,906
Settlement of Current Liabilities			88,822				1.03				1.03				91,488
Shares Issued Under Stock Incentive Plan			292,957				0.93				1.09				291,770
Balance, October 31, 2016			117,399,087
Equity Financing			17,330,836				1.50				1.50				25,996,254
Consulting Services			169,166				0.86				1.49				195,991
Options Exercised (2)			87,050				0.45				0.93				40,862
Warrants Exercised			1,179,493				1.20				1.20				1,415,392
Shares Issued Under Stock Incentive Plan			231,269				0.88				1.12				217,698
Balance, January 31, 2017			136,396,901
Debt Facility			738,503				1.49				1.49				1,100,000
Consulting Services			223,531				1.43				1.55				322,271
Options Exercised (3)			30,875				0.93				0.93				28,714
Warrants Exercised			441,177				1.20				1.20				529,412
Property Acquisition			50,000				1.43				1.43				71,500
Settlement of Current Liabilities			62,857				1.32				1.48				83,572
Shares Issued Under Stock Incentive Plan			146,199				1.31				1.61				215,896
Balance, April 30, 2017			138,090,043

 

⁽¹⁾ 100,000 options were exercised on a forfeiture basis, of which 46,875 shares with a value of $21,094 were forfeited as payment for the exercise value resulting in 53,125 net shares being issued with a value of $23,906 as a consequence of such exercise.

⁽²⁾ 142,134 options were exercised on a forfeiture basis, of which 57,584 shares with a value of $26,624 were forfeited as payment for the exercise resulting in 84,550 net shares being issued with a value of $38,537 as a consequence of such exercise.

⁽³⁾ 30,000 options were exercised on a forfeiture basis, of which 16,625 shares with a value of $15,461 were forfeited as payment for the exercise resulting in 13,375 net shares being issued with a value of $12,439 as a consequence of such exercise.

 

Share Purchase Warrants

 

In connection with the Equity Financing closed on January 20, 2017, we issued 8,665,413 share purchase warrants and 906,516 compensation warrants to agents as issuance costs with an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance.

 

A continuity schedule of outstanding share purchase warrants for the nine months ended April 30, 2017 is as follows:

 

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (Years)
Balance, July 31, 2016			13,953,872				1.65				2.31
Issued			9,571,929				2.00				2.72
Exercised			(1,620,670	)			1.20				-
Expired			(1,859,524	)			2.60				-
Balance, April 30, 2017			20,045,607			$	1.77				2.29

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

A summary of share purchase warrants outstanding and exercisable at April 30, 2017 are as follows:

 

Weighted Average Exercise Price				Number of Warrants Outstanding				Expiry Date		Weighted Average Remaining Contractual Life (Years)
$	1.20				4,973,678			March 10, 2019			1.86
	1.35				2,600,000			January 30, 2020			2.75
	1.95				50,000			June 3, 2018			1.09
	2.00				9,571,929	*		January 20, 2020			2.72
	2.35				2,850,000			June 25, 2018			1.15
$	1.77				20,045,607						2.29

 

*These share purchase warrants will be exercisable on July 20, 2017 pursuant to the Equity Financing.

 

Stock Options

 

At April 30, 2017, we had one stock option plan, the 2016 Stock Incentive Plan (the “2016 Plan”).  The 2016 Plan provides for not more than 18,892,856 shares of the Company that may be issued and consists of (i) 10,467,134 shares issuable pursuant to awards previously granted that were outstanding under our 2015 Stock Incentive Plan (the “2015 Plan”); (ii) 7,225,722 shares remaining available for issuance under the 2015 Plan; and (iii) 1,200,000 additional shares that may be issued pursuant to awards that may be granted under the 2016 Plan. The 2016 Plan superseded and replaced the Company’s 2015 Plan, which superseded and replaced the Company’s prior 2014, 2013, 2009 and 2006 Stock Incentive Plans (collectively the “Stock Incentive Plan”), such that no further shares are issuable under those prior plans.

 

A summary of stock options granted by the Company during the nine months ended April 30, 2017, including corresponding grant date fair values and assumptions using the Black Scholes option pricing model is as follows:

 

Date		Options Issued				Exercise Price				Term (Years)				Fair Value				Expected Life (Years)				Risk-Free Interest Rate				Dividend Yield				Expected Volatility
August 2, 2016			182,500			$	0.93				5.00			$	90,222				2.90				0.78	%			0.00	%			84.14	%
August 12, 2016			190,000				1.12				5.00				106,339				2.90				0.81	%			0.00	%			78.07	%
December 9, 2016			50,000				1.07				5.00				25,999				2.50				1.29	%			0.00	%			80.90	%
December 9, 2016			100,000				1.07				5.00				53,819				2.90				1.40	%			0.00	%			77.87	%
March 13, 2017			50,000				1.33				5.00				36,314				2.90				1.65	%			0.00	%			85.80	%
April 4, 2017			50,000				1.35				5.00				36,785				2.90				1.44	%			0.00	%			85.86	%
Total			622,500											$	349,478

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

A continuity schedule of outstanding stock options for the underlying common shares for the nine months ended April 30, 2017 is as follows:

 

		Number of Stock Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (Years)
Balance, July 31, 2016			12,105,858			$	1.34				3.36
Issued			372,500				1.03				4.77
Exercised			(180,000	)			0.45				-
Expired			(10,724	)			5.13				-
Balance, October 31, 2016			12,287,634			$	1.34				3.21
Issued			150,000				1.07				4.61
Exercised			(144,634	)			0.47				-
Expired			(40,000	)			2.46				-
Balance, January 31, 2017			12,253,000			$	1.35				3.02
Issued			100,000				1.34				4.90
Exercised			(47,500	)			0.93				-
Expired			(50,000	)			5.70				-
Balance, April 30, 2017			12,255,500			$	1.33				2.80

 

At April 30, 2017, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was estimated at $1,498,281 (vested: $1,174,003 and unvested: $324,278).

 

At April 30, 2017, unrecognized stock-based compensation expense related to the unvested portion of stock options granted under the Stock Incentive Plan totaled $270,751 to be recognized over the next 0.63 years.

 

A summary of stock options outstanding and exercisable at April 30, 2017 is as follows:

 

		Options Outstanding								Options Exercisable
Range of Exercise Prices		Outstanding at April 30, 2017				Weighted Average Exercise Price				Exercisable at April 30, 2017				Weighted Average Exercise Price
$0.45 to $0.96			2,708,000			$	0.77				1,802,750			$	0.69
$0.97 to $2.45			8,762,500				1.34				8,417,500				1.35
$2.46 to $5.70			785,000				3.18				785,000				3.18
			12,255,500			$	1.33				11,005,250			$	1.37

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

Stock-Based Compensation

 

A summary of stock-based compensation expense is as follows:

 

		Three Months Ended April 30,								Nine Months Ended April 30,
		2017				2016				2017				2016
Stock-Based Compensation for Consultants
Common stock issued for consulting services		$	398,944			$	470,549			$	920,971			$	1,429,324
Stock options issued to consultants			24,796				(4,461	)			303,047				66,317
			423,740				466,088				1,224,018				1,495,641
Stock-Based Compensation for Management
Common stock issued to management			33,057				45,299				175,950				81,495
Stock options issued to management			62,873				195,464				430,218				640,789
			95,930				240,763				606,168				722,284
Stock-Based Compensation for Employees
Common stock issued to employees			106,166				76,299				322,613				106,602
Stock options issued to employees			42,041				15,710				329,379				163,124
			148,207				92,009				651,992				269,726
		$	667,877			$	798,860			$	2,482,178			$	2,487,651

 

NOTE 12:

LOSS PER SHARE

 

The following table reconciles the weighted average number of shares used in the calculation of the basic and diluted loss per share:

 

		Three Months Ended April 30,								Nine Months Ended April 30,
		2017				2016				2017				2016
Numerator
Net Loss for the Period		$	(3,798,864	)		$	(3,679,055	)		$	(12,383,927	)		$	(13,552,594	)
Denominator
Basic Weighted Average Number of Shares			137,452,998				109,710,985				124,676,016				102,588,834
Dilutive Stock Options and Warrants			-				-				-				-
Diluted Weighted Average Number of Shares			137,452,998				109,710,985				124,676,016				102,588,834
Net Loss per Share, Basic and Diluted		$	(0.03	)		$	(0.03	)		$	(0.10	)		$	(0.13	)

 

For the three and nine months ended April 30, 2017 and 2016, all outstanding stock options and share purchase warrants were excluded from the calculation of the diluted loss per share since we reported net losses for those periods and their effects would be anti-dilutive.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 13:

SEGMENTED INFORMATION

 

Our Company currently operates in a single reportable segment and is focused on uranium mining and related activities, including exploration, pre-extraction, extraction and processing of uranium concentrates.

 

At April 30, 2017, our long-term assets located in the United States totaled $33,087,638 or 69% of our Company’s total long-term assets of $48,084,977.

 

The table below provides a breakdown of our Company’s long-term assets by geographic segments:

 

		April 30, 2017
		United States
Balance Sheet Items		Texas				Arizona				Other States				Canada				Paraguay				Total
Mineral Rights and Properties		$	12,950,966			$	10,932,198			$	705,713			$	-			$	13,080,555			$	37,669,432
Property, Plant and Equipment			6,441,203				-				-				12,020				351,376				6,804,599
Reclamation Deposits			1,690,209				15,000				818				-				-				1,706,027
Other Long-Term Assets			-				-				351,531				-				1,553,388				1,904,919
Total Long-Term Assets		$	21,082,378			$	10,947,198			$	1,058,062			$	12,020			$	14,985,319			$	48,084,977

 

		July 31, 2016
		United States
Balance Sheet Items		Texas				Arizona				Other States				Canada				Paraguay				Total
Mineral Rights and Properties		$	13,191,408			$	10,891,861			$	810,127			$	-			$	13,080,555			$	37,973,951
Property, Plant and Equipment			6,573,079				-				-				14,909				354,316				6,942,304
Reclamation Deposits			1,690,209				15,000				818				-				-				1,706,027
Other Long-Term Assets			-				-				-				-				1,553,388				1,553,388
Total Long-Term Assets		$	21,454,696			$	10,906,861			$	810,945			$	14,909			$	14,988,259			$	48,175,670

 

The tables below provide a breakdown of our Company’s operating results by geographic segments for the three and nine months ended April 30, 2017. All intercompany transactions have been eliminated.

 

		Three Months Ended April 30, 2017
		United States
Statement of Operations		Texas				Arizona				Other States				Canada				Paraguay				Total
Sales		$	-			$	-			$	-			$	-			$	-			$	-
Costs and Expenses:
Cost of sales			-				-				-				-				-				-
Inventory write-down			-				-				-				-				-				-
Mineral property expenditures			703,147				23,354				28,051				-				244,689				999,241
General and administrative			1,363,303				3,389				1,068				721,423				3,473				2,092,656
Depreciation, amortization and accretion			115,071				-				249				2,016				456				117,792
Impairment loss on mineral properties			-				-				-				-				-				-
			2,181,521				26,743				29,368				723,439				248,618				3,209,689
Loss from operations			(2,181,521	)			(26,743	)			(29,368	)			(723,439	)			(248,618	)			(3,209,689	)
Other income (expenses)			(593,873	)			(4,611	)			-				1,034				(488	)			(597,938	)
Loss before income taxes		$	(2,775,394	)		$	(31,354	)		$	(29,368	)		$	(722,405	)		$	(249,106	)		$	(3,807,627	)

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

		Three months Ended April 30, 2016
		United States
Statement of Operations		Texas				Arizona				Other States				Canada				Paraguay				Total
Sales		$	-			$	-			$	-			$	-			$	-			$	-
Costs and Expenses:
Cost of sales			-				-				-				-				-				-
Inventory write-down			-				-				-				-				-				-
Mineral property expenditures			495,830				3,982				881				-				225,275				725,968
General and administrative			1,426,110				66,534				989				514,853				(3,021	)			2,005,465
Depreciation, amortization and accretion			200,732				-				750				2,385				1,621				205,488
Impairment loss on mineral properties			-				-				-				-				-				-
			2,122,672				70,516				2,620				517,238				223,875				2,936,921
Loss from operations			(2,122,672	)			(70,516	)			(2,620	)			(517,238	)			(223,875	)			(2,936,921	)
Other income (expenses)			(745,888	)			(4,663	)			-				31				6				(750,514	)
Loss before income taxes		$	(2,868,560	)		$	(75,179	)		$	(2,620	)		$	(517,207	)		$	(223,869	)		$	(3,687,435	)

 

		Nine Months Ended April 30, 2017
		United States
Statement of Operations		Texas				Arizona				Other States				Canada				Paraguay				Total
Sales		$	-			$	-			$	-			$	-			$	-			$	-
Costs and Expenses:
Cost of sales			-				-				-				-				-				-
Inventory write-down			60,694				-				-				-				-				60,694
Mineral property expenditures			1,651,954				69,866				60,881				-				1,174,104				2,956,805
General and administrative			4,628,740				30,372				3,203				1,915,131				38,695				6,616,141
Depreciation, amortization and accretion			390,138				-				747				5,984				530				397,399
Impairment loss on mineral properties			185,942				8,334				103,666				-				-				297,942
			6,917,468				108,572				168,497				1,921,115				1,213,329				10,328,981
Loss from operations			(6,917,468	)			(108,572	)			(168,497	)			(1,921,115	)			(1,213,329	)			(10,328,981	)
Other income (expenses)			(2,067,125	)			(14,146	)			-				635				(449	)			(2,081,085	)
Loss before income taxes		$	(8,984,593	)		$	(122,718	)		$	(168,497	)		$	(1,920,480	)		$	(1,213,778	)		$	(12,410,066	)

 

		Nine Months Ended April 30, 2016
		United States
Statement of Operations		Texas				Arizona				Other States				Canada				Paraguay				Total
Sales		$	-			$	-			$	-			$	-			$	-			$	-
Costs and Expenses:
Cost of sales			-				-				-				-				-				-
Inventory write-down			-				-				-				-				-				-
Mineral property expenditures			2,347,348				213,885				133,031				-				714,549				3,408,813
General and administrative			5,074,713				141,526				2,652				1,865,839				1,939				7,086,669
Depreciation, amortization and accretion			667,080				-				2,250				6,017				5,226				680,573
Impairment loss on mineral properties			-				-				86,535				-				-				86,535
			8,089,141				355,411				224,468				1,871,856				721,714				11,262,590
Loss from operations			(8,089,141	)			(355,411	)			(224,468	)			(1,871,856	)			(721,714	)			(11,262,590	)
Other income (expenses)			(2,299,582	)			(14,198	)			-				849				17				(2,312,914	)
Loss before income taxes		$	(10,388,723	)		$	(369,609	)		$	(224,468	)		$	(1,871,007	)		$	(721,697	)		$	(13,575,504	)

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 14:

SUPPLEMENTAL CASH FLOW INFORMATION

 

During the nine months ended April 30, 2017 and 2016, we issued 559,623 and 1,370,843 restricted shares with a fair value of $694,170 and $1,338,091, respectively, for consulting services.

 

During the nine months ended April 30, 2017 and 2016, we issued 670,425 and 307,787 shares with a fair value of $725,364 and $279,330, respectively, as compensation to certain management, employees and consultants of the Company under the Stock Incentive Plan.

 

During the nine months ended April 30, 2017 and 2016, we paid $1,213,333 and $1,217,778, respectively, in cash for interest on our long-term debt.

 

During the nine months ended April 30, 2017 and 2016, we issued 151,679 and 487,574 shares with a fair value of $175,060 and $453,444, respectively, as settlement of certain of the Company’s accounts payable.

 

During the nine months ended April 30, 2017, we issued 46,800 restricted shares with a fair value of $48,672 as an advance royalty payment for our Workman Creek Project.

 

During the nine months ended April 30, 2017, we issued 738,503 shares with a fair value of $1,100,000 as payment of anniversary fees to our Lenders.

 

During the nine months ended April 30, 2016, we issued 1,333,560 restricted common shares and paid $50,000 in cash as consideration to acquire all of the issued and outstanding shares of JDL.

 

NOTE 15: COMMITMENTS AND CONTINGENCIES

 

We are renting or leasing various office or storage space located in the United States, Canada and Paraguay with total monthly payments of $18,496. Office lease agreements expire between May 2017 and March 2021 for the United States and Canada.

 

The aggregate minimum rental and lease payments over the next five fiscal years are as follows:

 

Fiscal 2017		$	55,344
Fiscal 2018			216,444
Fiscal 2019			83,127
Fiscal 2020			83,711
Fiscal 2021			55,807
		$	494,433

 

We are committed to pay our key executives a total of $701,000 per year for various management services.

 

The Company is subject to ordinary routine litigation incidental to its business. Except as disclosed below, the Company is not aware of any material legal proceedings pending or that have been threatened against the Company.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

On or about March 9, 2011, the Texas Commission on Environmental Quality (the “TCEQ”) granted the Company’s applications for a Class III Injection Well Permit, Production Area Authorization and Aquifer Exemption for its Goliad Project.  On or about December 4, 2012, the U.S. Environmental Protection Agency (the “EPA”) concurred with the TCEQ issuance of the Aquifer Exemption permit (the “AE”).  With the receipt of this concurrence, the final authorization required for uranium extraction, our Goliad Project achieved fully-permitted status.  On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250^th District Court in Travis County, Texas.  A motion filed by the Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position.  On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit in the United States (the “Fifth Circuit”) to appeal the EPA’s decision.  On or about March 5, 2013, a motion filed by the Company to intervene in this matter was granted.  The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings.  The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval.  In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE.  The Company and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period.  On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, the Company conducted a joint groundwater survey of the site, the result of which reaffirmed the Company’s previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of the Company’s existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule (the “Status Report”). In that Status Report, the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. The Company continues to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

 

On or about April 3, 2012, the Company received notification of a lawsuit filed in the State of Arizona, in the Superior Court for the County of Yavapai, by certain petitioners (the “Plaintiffs”) against a group of defendants, including the Company and former management and board members of Concentric Energy Corp. (“Concentric”). The lawsuit asserts certain claims relating to the Plaintiffs’ equity investments in Concentric, including allegations that the former management and board members of Concentric engaged in various wrongful acts prior to and/or in conjunction with the merger of Concentric. The lawsuit originally further alleged that the Company was contractually liable for liquidated damages arising from a pre-merger transaction which the Company previously acknowledged and recorded as an accrued liability, and which portion of the lawsuit was settled in full by a cash payment of $149,194 to the Plaintiffs and subsequently dismissed. The court dismissed several other claims set forth in the Plaintiffs’ initial complaint, but granted the Plaintiffs leave to file an amended complaint.  The court denied a subsequent motion to dismiss the amended complaint, finding that the pleading met the minimal pleading requirements under the applicable procedural rules.  In October 2013, the Company filed a formal response denying liability for any of the Plaintiffs’ remaining claims. The court set the case for a four-week jury trial that was to take place in Yavapai County, Arizona, in April 2016.  In November 2015, after the completion of discovery, the Company and the remaining defendants filed motions for summary judgment, seeking to dismiss all of the Plaintiffs’ remaining claims.  While those motions were pending, the parties reached a settlement agreement with respect to all claims asserted by the Plaintiffs in that lawsuit.  A formal settlement and release agreement was subsequently executed, pursuant to which all of the Plaintiffs’ claims in the Arizona lawsuit were dismissed with prejudice.  Pursuant to the terms of the settlement agreement, the Defendants collectively paid $500,000 to the Plaintiffs, of which $50,000 was paid by the Company.

 

On June 1, 2015, the Company received notice that Westminster Securities Corporation (“Westminster”) filed a suit in the United States District Court for the Southern District of New York, alleging a breach of contract relating to certain four-year warrants issued by Concentric in December 2008.  Although the Concentric warrants expired by their terms on December 31, 2012, Westminster bases its claim upon transactions allegedly occurring prior to UEC’s merger with Concentric.  The Company believes that this claim lacks merit and intends to vigorously defend the same.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

On or about June 29, 2015, Heather M. Stephens filed a class action complaint against the Company and two of its executive officers in the United States District Court, Southern District of Texas, with an amended class action complaint filed on November 16, 2015 (the “Securities Case”), seeking unspecified damages and alleging the defendants violated Section 17(b) of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Company filed a motion to dismiss and on July 15, 2016, the U.S. District Court for the Southern District of Texas entered a final judgement dismissing the case in its entirety with prejudice. On September 22, 2016, the plaintiffs voluntarily dismissed their appeal of the district court’s judgment and on September 26, 2016 the United States Court of Appeals for the Fifth Circuit dismissed the Securities Case pursuant to the plaintiffs’ motion. As a result, the judgment in favor of the Company is final. No settlement payments or any other consideration was paid by the Company to the plaintiffs in connection with the Securities Case’s dismissal.

 

On or about September 10, 2015, John Price filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the United States District Court, Southern District of Texas, with an amended stockholder derivative complaint filed on December 4, 2015 (the “Federal Derivative Case”), seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. The Company filed a motion to dismiss. The plaintiff ultimately decided to abandon his case, which the court dismissed on or about November 17, 2016. No settlement payments or any other consideration was paid by the Company to the plaintiff in connection with the plaintiff’s abandonment of his case.

 

On or about October 2, 2015, Marnie W. McMahon filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the District Court of Nevada (the “Nevada Derivative Case”) (collectively, with the Federal Derivative Case, the “Derivative Cases”) seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. On January 21, 2016, the court granted the Company’s motion to stay the Nevada Derivative Case pending the outcome of the Federal Derivative Case. Following the voluntary dismissal of the Federal Derivative Case, Ms. McMahon filed an amended complaint on February 10, 2017, which again asserted that the Company’s directors breached their fiduciary duties relating to the factual allegations in the Securities Case. The Company has filed a motion to dismiss and believes that the Nevada Derivative Case is without merit and intends to vigorously defend the same.

 

The Company’s Board of Directors received a shareholder demand letter dated September 10, 2015 relating to the allegations in the Securities Case (the “Shareholder Demand”). The letter demands that the Board of Directors initiate an action against the Company’s Board of Directors and two of its executive officers to recover damages allegedly caused to the Company. The Board of Directors appointed a committee of independent directors to evaluate the allegations in the demand letter. Subsequently, the federal district court dismissed the Securities Case, which was based on similar factual allegations, and the Federal Derivative Case was abandoned. The committee of independent directors has now completed its evaluation and recommended that the Board reject the demand. After considering the committee’s recommendation and all other material information relevant to the investigation, the Board voted to reject the demand letter.

 

At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time.  The Company does not expect that such settlements will, individually or in the aggregate, have a material effect on its financial position or results of operation.

 

 

URANIUM ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2017

(Unaudited)

 

 

NOTE 16:

SUBSEQUENT EVENT

 

Subsequent to April 30, 2017, on May 9, 2017, our Company entered into a share purchase agreement (the “SPA”) with Pacific Road Capital A Pty Ltd., as trustee for Pacific Road Resources Fund A (“Fund A”), Pacific Road Capital B Pty Ltd., as trustee for Pacific Road Resources Fund B (“Fund B”), and Pacific Road Holdings S.à.r.l. (“Luxco”; and collectively with Fund A and Fund B are referred to as the “Pacific Road Funds”) to acquire from the Pacific Road Funds and Bayswater Holdings Inc.(“BHI”), a wholly-owned subsidiary of Bayswater Uranium Corporation, all of the issued and outstanding shares (the “Purchased Shares”) of Reno Creek Holdings Inc. (“RCHI”) and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project located in the Powder River Basin, Wyoming.

 

Pursuant to the terms of the SPA, the closing of the purchase and sale of the Purchased Shares will occur on such day which is five calendar days following the receipt of the U.S. Nuclear Regulatory Agency approval of the change of control of RCHI (the “Closing Date”), or on such earlier or later Closing Date as may be agreed to in advance by the parties, whereby the Company will be required to provide to:

 

(a)

the Pacific Road Funds, in exchange for 97.27% of the Purchased Shares, the following:

 

(i)

14,000,000 shares of common stock of our Company (“UEC Shares”);

(ii)

11,000,000 common share purchase warrants of our Company (each, a “Warrant”), with each Warrant entitling the holder to acquire one share of common stock of our Company (a “Warrant Share”) at an exercise price of $2.30 per Warrant Share for a period of five years from the Closing Date. The Warrants contain an accelerator clause which provides that, in the event that the closing price of UEC Shares on its principally traded exchange is equal to or greater than $4.00 per UEC Share for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to within 30 days of the date the holder receives an acceleration notice from the Company; and

(iii)

a 0.5% net profits interest royalty, capped at $2.5 million; and

 

(b)

BHI, in exchange for 2.73% of the Purchased Shares the following:

 

(i)

392,927 UEC Shares;

(ii)

308,728 Warrants on the same terms and conditions as the Warrants to be issued to Pacific Road Funds; and

(iii)

at BHI’s election, either (A) a 0.01403% net profits interest royalty, capped at $70,165.50; or (B) $2,807 at the Closing Date.

 

The Company will be acquiring the 2.73% of the Purchased Shares owned by BHI pursuant to certain ‘drag along’ rights contained in the shareholders agreement between the shareholders of RCHI.

 

 

Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following management’s discussion and analysis of the Company’s financial condition and results of operations (“MD&A”) contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC, including, without limitation, this Form 10-Q Quarterly Report for the three and nine months ended April 30, 2017, and our Form 10-K Annual Report for the fiscal year ended July 31, 2016 including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document. Refer to “Cautionary Note Regarding Forward-Looking Statements” as disclosed in our Form 10-K Annual Report for the fiscal year ended July 31, 2016, and Item 1A, Risk Factors under Part II - Other Information of this Quarterly Report.

 

Introduction

 

This MD&A is focused on material changes in our financial condition from July 31, 2016, our most recently completed year end, to April 30, 2017, and our results of operations for the three and nine months ended April 30, 2017, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Form 10-K Annual Report for Fiscal 2016.

 

Business

 

We operate in a single reportable segment and since 2004, as more fully described in our Form 10-K Annual Report for Fiscal 2016, we have been engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing on uranium projects located in the United States and Paraguay.

 

We utilize in-situ recovery (“ISR”) mining where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. We have one uranium mine located in the State of Texas, the Palangana Mine, which utilizes ISR mining and commenced extraction of uranium concentrates (“U₃O₈”), or yellowcake, in November 2010. We have one uranium processing facility located in the State of Texas, the Hobson Processing Facility, which processes material from the Palangana Mine into drums of U₃O₈, our only sales product and source of revenue, for shipping to a third-party storage and sales facility. At April 30, 2017, we had no uranium supply or “off-take” agreements in place.

 

Our fully-licensed and 100%-owned Hobson Processing Facility forms the basis for our regional operating strategy in the State of Texas, specifically the South Texas Uranium Belt where we utilize ISR mining. We utilize a “hub-and-spoke” strategy whereby the Hobson Processing Facility acts as the central processing site (the “hub”) for our Palangana Mine and future satellite uranium mining activities, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt (the “spokes”). The Hobson Processing Facility has a physical capacity to process uranium-loaded resins up to a total of two million pounds of U₃O₈ annually and is licensed to process up to one million pounds of U₃O₈ annually.

 

We also hold certain mineral rights in various stages in the States of Arizona, Colorado, New Mexico and Texas and in the Republic of Paraguay, many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies. We do not expect, however, to utilize ISR mining for all of our mineral rights in which case we would expect to rely on conventional open pit and/or underground mining techniques.

 

Our operating and strategic framework is based on expanding our uranium extraction activities, which includes advancing certain uranium projects with established mineralized materials towards uranium extraction and establishing additional mineralized materials on our existing uranium projects or through the acquisition of additional uranium projects.

 

 

During the three and nine months ended April 30, 2017, we continued our strategic plan for reduced operations implemented in September 2013 to align our operations to a weak uranium market in a challenging post-Fukushima environment. As part of this strategy, we operated our Palangana Mine at a reduced pace to capture residual uranium only, while maintaining Palangana Mine and the Hobson Facility in a state of operational readiness. This strategy also included the deferral of major exploration and pre-extraction expenditures and maintaining the core exploration projects in good standing in anticipation of a recovery in uranium prices.

 

Subsequent to April 30, 2017, our Company entered into an SPA with the Pacific Road Funds to acquire from the Pacific Road Funds and BHI all of the issued and outstanding Purchased Shares of RCHI and, indirectly thereby, 100% of its fully permitted Reno Creek in-situ recovery uranium project located in the Powder River Basin, Wyoming.

 

Pursuant to the terms of the SPA, the Closing Date of the purchase and sale of the Purchased Shares will occur on such day which is five calendar days following the receipt of the U.S. Nuclear Regulatory Agency approval of the change of control of RCHI, or on such earlier or later Closing Date as may be agreed to in advance by the parties, whereby the Company will be required to provide to:

 

(a)

the Pacific Road Funds, in exchange for 97.27% of the Purchased Shares, the following:

 

(i)

14,000,000 UEC Shares;

(ii)

11,000,000 Warrants, with each Warrant entitling the holder to acquire one Warrant Share at an exercise price of $2.30 per Warrant Share for a period of five years from the Closing Date; and

(iii)

a 0.5% net profits interest royalty, capped at $2.5 million; and

 

(b)

BHI, in exchange for 2.73% of the Purchased Shares the following:

 

(i)

392,927 UEC Shares;

(ii)

308,728 Warrants and

(iii)

at BHI’s election, either (A) a 0.01403% net profits interest royalty, capped at $70,165.50; or (B) $2,807 at the Closing Date.

 

The Company will be acquiring the 2.73% of the Purchased Shares owned by BHI pursuant to certain ‘drag along’ rights contained in the shareholders agreement between the shareholders of RCHI.

 

Mineral Rights and Properties

 

The following is a summary of significant activities by project for the nine months ended April 30, 2017:

 

Burke Hollow Project

 

During the nine months ended April 30, 2017, we continued to advance the applications of the Mine Area, Aquifer Exemption and Radioactive Material License at our Burke Hollow Project after receipt of two Class I disposal well permits.  The final Mine Area permit was issued by the TCEQ in December 2016 and the Aquifer Exemption was approved by the EPA in March 2017. The Radioactive Material License application remains under technical review by TCEQ. 

 

During the three months ended April 30, 2017, we initiated a drilling campaign and completed 23 exploration holes totaling 10,080 feet at the Burke Hollow Project.

 

Yuty Project

 

During the nine months ended April 30, 2017, we initiated work on a Preliminary Economic Assessment in accordance with the provisions of CSA National Instrument 43-101 for the Yuty Project. Split core samples from eight mineralized drill holes from the Yuty Project were selected and shipped to a United States laboratory where the core samples underwent individual leach tests for ultimate extraction, bottle roll leach tests and static leach tests in order to further corroborate ISR amenability at the Yuty Project. Initial leach testing clearly demonstrates that acceptable uranium recoveries can be achieved once we optimize the chemistry. Additional testing to refine the leach chemistry for the Yuty Project will be undertaken throughout the remainder of 2017. 

 

 

Results of Operations

 

For the three and nine months ended April 30, 2017, we recorded net losses of $3,798,864 ($0.03 per share) and $12,383,927 ($0.10 per share), respectively. Costs and expenses during the three and nine months ended April 30, 2017, were $3,209,689 and $10,328,981, respectively.

 

For the three and nine months ended April 30, 2016, we recorded net losses of $3,679,055 ($0.03 per share) and $13,552,594 ($0.13 per share), respectively. Costs and expenses during the three and nine months ended April 30, 2016, were $2,936,921 and $11,262,590, respectively.

 

During the three and nine months ended April 30, 2017 and 2016, we continued with our strategic plan for reduced operations implemented in September 2013 and continued reduced operations at the Palangana Mine to capture residual pounds of U₃O₈ only.  As a result, no U₃O₈ extraction or processing costs were capitalized to inventories during the three and nine months ended April 30, 2017 and 2016.

 

For the nine months ended April 30, 2017, we recorded an inventory write-down of $60,694 to adjust the U₃O₈ inventory balance in finished goods and work-in-progress to net realizable value to reflect the market price of U₃O₈ of $18.81 per pound at October 31, 2016, less estimated royalties. No inventory write-down was recorded for the nine months ended April 30, 2016.

 

At April 30, 2017, the total value of inventories was $211,662 (July 31, 2016: $275,316).

 

Costs and Expenses

 

For the three and nine months ended April 30, 2017, costs and expenses totaled $3,209,689 and $10,328,981, comprised of an inventory write-down of $Nil and $60,694, mineral property expenditures of $999,241 and $2,956,805, general and administrative expenditures of $2,092,656 and $6,616,141 depreciation, amortization and accretion of $117,792 and $397,399, and impairment loss on mineral properties of $Nil and $297,942, respectively.

 

For the three and nine months ended April 30, 2016, costs and expenses totaled $2,936,921 and $11,262,590, comprised of mineral property expenditures of $725,968 and $3,408,813, general and administrative expenditures of $2,005,465 and $7,086,669, depreciation, amortization and accretion of $205,488 and $680,573, and impairment loss on mineral properties of $Nil and $86,535, respectively.

 

Mineral Property Expenditures

 

During the three and nine months ended April 30, 2017, mineral property expenditures totaled $999,241 and $2,956,805 respectively. During the three and nine months ended April 30, 2016, mineral property expenditures totaled $725,968 and $3,408,813, respectively. Mineral property expenditures were primarily comprised of costs relating to permitting, property maintenance, exploration and pre-extraction activities and all other non-extraction related activities on our projects.

 

During the three and nine months ended April 30, 2017, mineral property expenditures included expenditures directly related to maintaining operational readiness and permitting compliance of $326,599 and $973,496, respectively, and $349,367 and $1,270,165, respectively, for the three and nine months ended April 30, 2016 for our Palangana Mine and Hobson Processing Facility.

 

During the three and nine months ended April 30, 2017, pursuant to the SPOA for the Acquisition of the Alto Parana Project, we recorded total costs of $95,460 and $618,093 related to maintenance and assessment work required to keep the Alto Parana Project in good standing.

 

During the nine months ended April 30, 2016, a credit amount due to re-valuation of ARO totaling $184,381 was recognized as a result of a downward ARO adjustment to fully depleted underlying mineral rights and properties, which was recorded against the mineral property expenditures.

 

 

The following table provides mineral property expenditures on our projects for the periods indicated:

 

		Three Months Ended April 30,								Nine Months Ended April 30,
		2017				2016				2017				2016
Mineral Property Expenditures
Palangana Mine		$	239,781			$	280,345			$	625,430			$	1,031,625
Goliad Project			40,295				26,848				90,174				71,679
Burke Hollow Project			288,742				48,409				439,058				974,661
Longhorn Project			23,724				247				24,777				4,620
Salvo Project			6,701				4,622				21,710				21,697
Anderson Project			30,489				3,564				45,993				170,780
Workman Creek Project			7,673				418				23,593				32,109
Slick Rock Project			12,207				-				36,759				53,861
Yuty Project			91,175				89,246				282,887				291,788
Oviedo Project			58,054				136,031				273,124				422,763
Alto Parana Project			95,460				-				618,093				-
Other Mineral Property Expenditures			104,940				136,238				475,207				517,611
Revaluation of Asset Retirement Obligations			-				-				-				(184,381	)
		$	999,241			$	725,968			$	2,956,805			$	3,408,813

 

General and Administrative

 

During the three and nine months ended April 30, 2017, general and administrative expenses totaled $2,092,656 and $6,616,141, respectively; and for the three and nine months ended April 30, 2016, $2,005,465 and $7,086,669, respectively.

 

The following summary provides a discussion of the major expense categories, including analyses of the factors that caused significant variances compared to the same periods last year:

 

·

for the three months ended April 30, 2017, salaries, management and consulting fees totaled $454,307, which was consistent with $427,560 for the three months ended April 30, 2016. For the nine months ended April 30, 2017, salaries, management and consulting fees totaled $1,265,492, which decreased by $480,760 compared to $1,746,252 for the nine months ended April 30, 2016. The decrease was a result of salary reductions and compensating directors, officers and employees with shares of the Company in lieu of cash, which was implemented during Fiscal 2016;

 

·

for the three and nine months ended April 30, 2017, office, filing and listing fees, insurance, investor relations and travel expenses totaled $711,219 and $2,217,705, respectively, which increased by $101,427 and $324,205, compared to $609,792 and $1,893,500 for the three and nine months ended April 30, 2016, primarily as a result of increased filing and listing fees and insurance expenses during the periods;

 

·

for the three months ended April 30, 2017, professional fees totaled $259,253, which increased by $90,000 compared to $169,253 for the three months ended April 30, 2016. For the nine months ended April 30, 2017, professional fees totaled $650,766, which decreased by $308,500 compared to $959,266 for the nine months ended April 30, 2016. Professional fees are comprised primarily of legal services related to regulatory compliance and ongoing legal claims, in addition to audit and taxation services; and

 

·

for the three months ended April 30, 2017, stock-based compensation totaled $667,877, which decreased by $130,983 compared to $798,860 for the three months ended April 30, 2016, primarily as a result of less shares being issued for consulting services during the current period compared to the same period last year. For the nine months ended April 30, 2017, stock-based compensation totaled $2,482,178, which remained consistent compared with $2,487,651 for the nine months ended April 30, 2016. Stock-based compensation includes the fair value of stock options granted and the fair value of shares issued to the directors, officers, employees and consultants. During the three and nine months ended April 30, 2017 and 2016, we continued to utilize equity-based payments to compensate directors, officers and employees and for certain consulting services as part of our continuing efforts to reduce cash outlays. In July and August 2016, we granted approximately two million stock options to certain of our directors, officers, employees and consultants. The fair value of these stock options has been amortized on an accelerated basis over the vesting period of the options, resulting in a higher stock-based compensation expense being recognized at the beginning of the vesting periods than at the end of the vesting periods.

 

 

Depreciation, Amortization and Accretion

 

During the three and nine months ended April 30, 2017, depreciation, amortization and accretion totaled $117,792 and $397,399, which decreased by $87,696 and $283,174, respectively, compared to $205,488 and $680,573 for the three and nine months ended April 30, 2016. This decrease was primarily the result of certain property and equipment having reached full depreciation or amortization and less accretion expenses on the reduced asset retirement obligations associated with our Palangana Mine as a result of downward revisions during Fiscal 2016. Depreciation, amortization and accretion include depreciation and amortization of long-term assets acquired in the normal course of operations and accretion of asset retirement obligations.

 

Impairment Loss on Mineral Properties

 

During the nine months ended April 30, 2017, we abandoned the Nichols Project located in Texas and certain mineral interests at projects located in Arizona, Colorado and New Mexico with a combined acquisition cost of $297,942. As a result, an impairment loss on mineral properties of $297,942 was reported on our consolidated statement of operations for the nine months ended April 30, 2017.

 

During the nine months ended April 30, 2016, we abandoned certain mineral interests at the projects located in Colorado and New Mexico with a combined acquisition cost of $86,535. As a result, an impairment loss on mineral properties of $86,535 was reported on the consolidated statement of operations for the nine months ended April 30, 2016.

 

Other Income and Expenses

 

Interest and Finance Costs

 

During the three and nine months ended April 30, 2017, interest and finance costs totaled $697,644 and $2,185,166, respectively, which have remained consistent compared to $710,767 and $2,278,230 for the three and nine months ended April 30, 2016.

 

For the three and nine months ended April 30, 2017, interest and finance costs were primarily comprised of interest paid on long-term debt of $395,555 and $1,213,333, amortization of debt discount of $268,262 and $869,830, and amortization of annual surety bond premium of $29,214 and $87,856, respectively.

 

For the three and nine months ended April 30, 2016, interest and finance costs were primarily comprised of interest paid on long-term debt of $400,000 and $1,217,778, amortization of debt discount of $277,417 and $960,807, and amortization of annual surety bond premium of $28,687 and $85,447, respectively.

 

 

Summary of Quarterly Results

 

		For the Quarters Ended
		April 30, 2017				January 31, 2017				October 31, 2016				July 31, 2016
Sales		$	-			$	-			$	-			$	-
Net loss			(3,798,864	)			(4,332,369	)			(4,252,694	)			(3,777,278	)
Total comprehensive loss			(3,798,892	)			(4,332,327	)			(4,252,734	)			(3,777,095	)
Basic and diluted loss per share			(0.03	)			(0.04	)			(0.04	)			(0.03	)
Total assets			74,946,960				76,665,928				53,562,227				56,176,311

 

		For the Quarters Ended
		April 30, 2016				January 31, 2016				October 31, 2015				July 31, 2015
Sales		$	-			$	-			$	-			$	3,080,000
Net loss			(3,679,055	)			(4,801,505	)			(5,072,034	)			(5,412,432	)
Total comprehensive loss			(3,678,919	)			(4,801,724	)			(5,072,233	)			(5,412,059	)
Basic and diluted loss per share			(0.03	)			(0.05	)			(0.05	)			(0.06	)
Total assets			59,558,492				49,982,462				53,130,380				57,900,257

 

Liquidity and Capital Resources

 

		April 30, 2017				July 31, 2016
Cash and cash equivalents		$	9,332,492			$	7,142,571
Short-term investments			16,000,671				-
Current assets			26,861,983				8,000,641
Current liabilities			2,742,478				1,822,447
Working capital			24,119,505				6,178,194

 

At April 30, 2017, we had working capital of $24,119,505, an increase of $17,941,311 from our working capital of $6,178,194 at July 31, 2016. Current assets include $9,332,492 in cash and cash equivalents and $16,000,671 in short-term investments, which are the largest components of current assets. As a result, our working capital balance will fluctuate significantly as we utilize our cash and cash equivalents to fund our operations including exploration and pre-extraction activities.

 

Historically, we have been reliant primarily on equity financings from the sale of our common stock and, during Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations. We have also relied to a limited extent, on cash flows generated from our mining activities during Fiscal 2015, Fiscal 2013 and Fiscal 2012; however, we have yet to achieve profitability or develop positive cash flow from operations, and we do not expect to achieve profitability or develop positive cash flow from operations in the near term. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us.

 

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration and pre-extraction activities and acquiring additional uranium projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

 

 

Our anticipated operations including exploration and pre-extraction activities, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such change may include accelerating the pace or broadening the scope of reducing our operations as originally announced in September 2013. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of uranium, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to:

 

·

if the weakness in the market price of uranium experienced in Fiscal 2016 continues or weakens further during Fiscal 2017;

 

·

if the weakness in the market price of our common stock experienced in Fiscal 2016 continues or weakens further during Fiscal 2017;

 

·

if we default on making scheduled payments of fees and complying with the restrictive covenants as required under our Credit Facility, and it results in accelerated repayment of our indebtedness and/or enforcement by the Lenders against our key assets securing our indebtedness; and

 

·

if another nuclear incident, such as the events that occurred at Fukushima in March 2011, were to occur during Fiscal 2017, continuing public support of nuclear power as a viable source of electrical generation may be adversely affected, which may result in significant and adverse effects on both the nuclear and uranium industries.

 

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and to continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our Palangana Mine and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in profitable mining activities.

 

Equity Financings

 

We filed the 2014 Shelf, which was declared effective on January 10, 2014, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering of $100 million.

 

On January 20, 2017, we completed an Equity Financing of 17,330,836 units at a price of $1.50 per unit for gross proceeds of $25,996,254 pursuant to a prospectus supplement to the 2014 Shelf. Each unit was comprised of one share of the Company and one-half of one share purchase warrant. Each whole warrant entitles its holder to acquire one share at an exercise price of $2.00 per share, exercisable six months and expiring three years from the date of issuance. In connection with the Equity Financing, we also issued compensation share purchase warrants to agents as part of share issuance costs, to purchase 906,516 shares of our Company, exercisable six months to three years from the date of issuance at a price of $2.00 per share.

 

We filed our 2017 Shelf, which was declared effective on March 10, 2017, and, as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

 

 

As at April 2017, a total of $33.7 million of our 2017 Shelf was utilized through the registration of our shares of common stock underlying outstanding common share purchase warrants from previous registered offerings under our 2014 Shelf, with a remaining available balance of $66.3 million under the 2017 Shelf, as follows:

 

·

2,850,000 shares of our common stock (the “2015 Warrant Shares”) issuable from time to time upon the exercise of 2,850,000 whole common share purchase warrants at a price of $2.35 per 2015 Warrant Share issued by us on June 25, 2015 as part of the unit offering on the same date representing the aggregate exercise price of $6.7 million should they be exercised in full;

 

·

6,594,348 shares of our common stock (the “2016 Warrant Shares”) issuable from time to time upon the exercise of 6,594,348 whole common share purchase warrants at a price of $1.20 per 2016 Warrant Share issued by us on March 10, 2016 as part of the unit offering on the same date representing the aggregate exercise price of $7.9 million should they be exercised in full; and

 

·

9,571,929 shares of our common stock (the “2017 Warrant Shares”) issuable from time to time upon the exercise of 9,571,929 whole common share purchase warrants at a price of $2.00 per 2017 Warrant Share issued by us on January 20, 2017 as part of the unit offering on the same date representing the aggregate exercise price of $19.1 million should they be exercised in full.

 

Debt Financing

 

On February 9, 2016, we entered into the Second Amended Credit Agreement with our Lenders, whereby the Company and the Lenders agreed to certain further amendments to our $20,000,000 senior secured Credit Facility, under which:

 

·

initial funding of $10,000,000 was received by the Company upon closing of the Credit Facility on July 30, 2013; and

·

additional funding of $10,000,000 was received by the Company upon closing of the amended Credit Facility on March 13, 2014.

 

The Credit Facility is non-revolving with an amended term of 6.5 years maturing on January 1, 2020, subject to an interest rate of 8% per annum, compounded and payable on a monthly basis. Monthly principal repayments equal to one-twelfth of the principal balance then outstanding are required to commence on February 1, 2019.

 

We are required to use the proceeds of the Credit Facility for the development, operation and maintenance of our Hobson Processing Facility, our Goliad Project and our Palangana Mine and for working capital purposes.

 

The Second Amended Credit Agreement supersedes, in their entirety, the Amended and Restated Credit Agreement dated March 13, 2014 and the original Credit Agreement dated July 30, 2013 with the Lenders.

 

During the three months ended April 30, 2017, and pursuant to the terms of the Second Amended Credit Agreement, we issued 738,503 shares with a fair value of $1,100,000, representing 5.5% of the $20,000,000 principal balance outstanding at January 31, 2017, as payment of anniversary fees to our Lenders.

 

Refer to Note 9: Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements for the three and nine months ended April 30, 2017, and Note 8: Long-Term Debt of the Notes to the Consolidated Financial Statements for Fiscal 2016.

 

Operating Activities

 

Net cash used in operating activities during the nine months ended April 30, 2017 was $8,214,971 (nine months ended April 30, 2016: $10,265,296). Significant operating expenditures included mineral property expenditures, general and administrative expenses and interest payments.

 

 

Financing Activities

 

Net cash provided by financing activities during the nine months ended April 30, 2017 was $10,445,142 resulting from net proceeds of $26,444,815 from share issuances and an increase of $998 in amounts due to a relate party, offset by cash used in the purchase of short-term investments of $16,000,671. On January 20, 2017, we completed the Equity Financing through a public offering of 17,330,836 units at a price of $1.50 per unit and received net proceeds of $24,445,411. During the nine months ended April 30, 2017, we also received net cash of $1,944,804 from the exercise of share purchase warrants and net cash of $54,600 from the exercise of stock options. Net cash provided by financing activities during the nine months ended April 30, 2016 was $10,324,264, resulting from net cash of $10,099,149 from an equity financing and $225,115 received from the exercise of stock options.

 

Investing Activities

 

Net cash used in investing activities during the nine months ended April 30, 2017 was $40,250 resulting from the purchase of property, plant and equipment. Net cash used in investing activities during the nine months ended April 30, 2016, was $64,571, resulting primarily from net cash of $46,084 used in an asset acquisition and $19,304 used in the purchase of property, plant and equipment.

 

Stock Options and Warrants

 

At April 30, 2017, we had stock options outstanding representing 12,255,500 common shares at a weighted-average exercise price of $1.33 per share and share purchase warrants outstanding representing 20,045,607 common shares at a weighted-average exercise price of $1.77 per share. At April 30, 2017, outstanding stock options and warrants represented a total 32,301,107 shares issuable for gross proceeds of approximately $51,740,000 should these stock options and warrants be exercised in full. At April 30, 2017, outstanding in-the-money stock options and warrants represented a total of 9,359,178 common shares exercisable for gross proceeds of approximately $9,908,000 should these in-the-money stock options and warrants be exercised in full. The exercise of these stock options and warrants is at the discretion of the respective holders and, accordingly, there is no assurance that any of these stock options or warrants will be exercised in the future.

 

Transactions with a Related Party

 

During the three and nine months ended April 30, 2017, the Company incurred $30,664 and $134,515 (three and nine months ended April 30, 2016: $30,134 and $128,727), respectively, in general and administrative costs paid to Blender, a company controlled by Arash Adnani, the brother of the President and Chief Executive Officer, for various services including information technology, corporate branding, media, and website design, maintenance and hosting, provided to our Company.

 

During the three and nine months ended April 30, 2017, the Company issued 59,546 and 148,368 restricted common shares with a fair value of $78,572 and $170,060, respectively, as settlement of equivalent amounts owed to Blender. As a result, no loss or gain on settlement of current liabilities was recognized in the condensed consolidated statements of operations and comprehensive loss.

 

During the three and nine months ended April 30, 2016, the Company issued 117,998 restricted common shares with a fair value of $109,738 as settlement of amounts owed to Blender totaling $98,371. As a result, a loss on settlement of current liabilities of $11,367 was recognized in the condensed consolidated statements of operations and comprehensive loss.

 

At April 30, 2017, the amount owing to Blender was $998 (July 31, 2016: $Nil).

 

Material Commitments

 

Long-Term Debt Obligations

 

At April 30, 2017, we have made all scheduled payments and complied with all of the covenants under our Credit Facility, and we expect to continue complying with all scheduled payments and covenants during Fiscal 2017.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

For a complete summary of all of our significant accounting policies, refer to Note 2: Summary of Significant Accounting Policies of the Notes to our Consolidated Financial Statements as presented under Item 8. Financial Statements and Supplementary Data in our Form 10-K Annual Report for Fiscal 2016.

 

Refer to “Critical Accounting Policies” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K Annual Report for Fiscal 2016.

 

Subsequent Events

 

We had no other material subsequent events to report other than those disclosed in the Note 16: Subsequent Event to the Condensed Consolidated Financial Statements and in the “Business” section under this MD&A in this Quarterly Report.

 

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

 

Refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Form 10-K Annual Report for Fiscal 2016.

 

Item 4.           Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

 

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended April 30, 2017, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.           Legal Proceedings

 

As of the date of this Quarterly Report, other than as disclosed below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject, and no director, officer, affiliate or record or beneficial owner of more than 5% of our common stock, or any associate or any such director, officer, affiliate or security holder, is (i) a party adverse to us or any of our subsidiaries in any legal proceeding or (ii) has an adverse interest to us or any of our subsidiaries in any legal proceeding. Other than as disclosed below, management is not aware of any other material legal proceedings pending or that have been threatened against us or our properties.

 

On or about March 9, 2011, the Texas Commission on Environmental Quality (the “TCEQ”) granted the Company’s applications for a Class III Injection Well Permit, Production Area Authorization and Aquifer Exemption for its Goliad Project.  On or about December 4, 2012, the U.S. Environmental Protection Agency (the “EPA”) concurred with the TCEQ issuance of the Aquifer Exemption permit (the “AE”).  With the receipt of this concurrence, the final authorization required for uranium extraction, our Goliad Project achieved fully-permitted status.  On or about May 24, 2011, a group of petitioners, inclusive of Goliad County, appealed the TCEQ action to the 250^th District Court in Travis County, Texas.  A motion filed by the Company to intervene in this matter was granted. The petitioners’ appeal lay dormant until on or about June 14, 2013, when the petitioners filed their initial brief in support of their position.  On or about January 18, 2013, a different group of petitioners, exclusive of Goliad County, filed a petition for review with the Court of Appeals for the Fifth Circuit in the United States (the “Fifth Circuit”) to appeal the EPA’s decision.  On or about March 5, 2013, a motion filed by the Company to intervene in this matter was granted.  The parties attempted to resolve both appeals, to facilitate discussions and avoid further legal costs. The parties jointly agreed, through mediation initially conducted through the Fifth Circuit on or about August 8, 2013, to abate the proceedings in the State District Court. On or about August 21, 2013, the State District Court agreed to abate the proceedings.  The EPA subsequently filed a motion to remand without vacatur with the Fifth Circuit wherein the EPA’s stated purpose was to elicit additional public input and further explain its rationale for the approval.  In requesting the remand without vacatur, which would allow the AE to remain in place during the review period, the EPA denied the existence of legal error and stated that it was unaware of any additional information that would merit reversal of the AE.  The Company and the TCEQ filed a request to the Fifth Circuit for the motion to remand without vacatur, and if granted, to be limited to a 60-day review period.  On December 9, 2013, by way of a procedural order from a three-judge panel of the Fifth Circuit, the Court granted the remand without vacatur and initially limited the review period to 60 days. In March of 2014, at the EPA’s request, the Fifth Circuit extended the EPA’s time period for review and additionally, during that same period, the Company conducted a joint groundwater survey of the site, the result of which reaffirmed the Company’s previously filed groundwater direction studies. On or about June 17, 2014, the EPA reaffirmed its earlier decision to uphold the granting of the Company’s existing AE, with the exception of a northwestern portion containing less than 10% of the uranium resource which was withdrawn, but not denied, from the AE area until additional information is provided in the normal course of mine development. On or about September 9, 2014, the petitioners filed a status report with the State District Court which included a request to remove the stay agreed to in August 2013 and to set a briefing schedule (the “Status Report”). In that Status Report the petitioners also stated that they had decided not to pursue their appeal at the Fifth Circuit. The Company continues to believe that the pending appeal is without merit and is continuing as planned towards uranium extraction at its fully-permitted Goliad Project.

 

On or about April 3, 2012, the Company received notification of a lawsuit filed in the State of Arizona, in the Superior Court for the County of Yavapai, by certain petitioners (the “Plaintiffs”) against a group of defendants, including the Company and former management and board members of Concentric Energy Corp. (“Concentric”). The lawsuit asserts certain claims relating to the Plaintiffs’ equity investments in Concentric, including allegations that the former management and board members of Concentric engaged in various wrongful acts prior to and/or in conjunction with the merger of Concentric. The lawsuit originally further alleged that the Company was contractually liable for liquidated damages arising from a pre-merger transaction which the Company previously acknowledged and recorded as an accrued liability, and which portion of the lawsuit was settled in full by a cash payment of $149,194 to the Plaintiffs and subsequently dismissed. The court dismissed several other claims set forth in the Plaintiffs’ initial complaint, but granted the Plaintiffs leave to file an amended complaint.  The court denied a subsequent motion to dismiss the amended complaint, finding that the pleading met the minimal pleading requirements under the applicable procedural rules.  In October 2013, the Company filed a formal response denying liability for any of the Plaintiffs’ remaining claims. The court set the case for a four-week jury trial that was to take place in Yavapai County, Arizona, in April 2016.  In November 2015, after the completion of discovery, the Company and the remaining defendants filed motions for summary judgment, seeking to dismiss all of the Plaintiffs’ remaining claims.  While those motions were pending, the parties reached a settlement agreement with respect to all claims asserted by the Plaintiffs in that lawsuit.  A formal settlement and release agreement was subsequently executed, pursuant to which all of the Plaintiffs’ claims in the Arizona lawsuit were dismissed with prejudice.  Pursuant to the terms of the settlement agreement, the Defendants collectively paid $500,000 to the Plaintiffs, of which $50,000 was paid by the Company.

 

 

On June 1, 2015, the Company received notice that Westminster Securities Corporation (“Westminster”) filed a suit in the United States District Court for the Southern District of New York, alleging a breach of contract relating to certain four-year warrants issued by Concentric in December 2008.  Although the Concentric warrants expired by their terms on December 31, 2012, Westminster bases its claim upon transactions allegedly occurring prior to UEC’s merger with Concentric.  The Company believes that this claim lacks merit and intends to vigorously defend the same.

 

On or about June 29, 2015, Heather M. Stephens filed a class action complaint against the Company and two of its executive officers in the United States District Court, Southern District of Texas, with an amended class action complaint filed on November 16, 2015 (the “Securities Case”), seeking unspecified damages and alleging the defendants violated Section 17(b) of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Company filed a motion to dismiss and on July 15, 2016, the U.S. District Court for the Southern District of Texas entered a final judgement dismissing the case in its entirety with prejudice. On September 22, 2016, the plaintiffs voluntarily dismissed their appeal of the district court’s judgment and on September 26, 2016 the United States Court of Appeals for the Fifth Circuit dismissed the Securities Case pursuant to the plaintiffs’ motion. As a result, the judgment in favor of the Company is final. No settlement payments or any other consideration was paid by the Company to the plaintiffs in connection with the Securities Case’s dismissal.

 

On or about September 10, 2015, John Price filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the United States District Court, Southern District of Texas, with an amended stockholder derivative complaint filed on December 4, 2015 (the “Federal Derivative Case”), seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. The Company filed a motion to dismiss. The plaintiff ultimately decided to abandon his case, which the court dismissed on or about November 17, 2016. No settlement payments or any other consideration was paid by the Company to the plaintiff in connection with the plaintiff’s abandonment of his case.

 

On or about October 2, 2015, Marnie W. McMahon filed a stockholder derivative complaint on behalf of the Company against the Company’s Board of Directors, executive management and three of its vice presidents in the District Court of Nevada (the “Nevada Derivative Case”) (collectively with the Federal Derivative Case, the “Derivative Cases”) seeking unspecified damages on behalf of the Company against the defendants for allegedly breaching their fiduciary duties to the Company with respect to the allegations in the Securities Case. On January 21, 2016, the court granted the Company’s motion to stay the Nevada Derivative Case pending the outcome of the Federal Derivative Case. Following the voluntary dismissal of the Federal Derivative Case, Ms. McMahon filed an amended complaint on February 10, 2017, which again asserted that the Company’s directors breached their fiduciary duties relating to the factual allegations in the Securities Case. The Company has filed a motion to dismiss and believes that the Nevada Derivative Case is without merit and intends to vigorously defend the same.

 

The Company’s Board of Directors received a shareholder demand letter dated September 10, 2015 relating to the allegations in the Securities Case (the “Shareholder Demand”). The letter demands that the Board of Directors initiate an action against the Company’s Board of Directors and two of its executive officers to recover damages allegedly caused to the Company. The Board of Directors appointed a committee of independent directors to evaluate the allegations in the demand letter. Subsequently, the federal district court dismissed the Securities Case, which was based on similar factual allegations, and the Federal Derivative Case was abandoned. The committee of independent directors has now completed its evaluation, and recommended that the Board reject the demand. After considering the committee’s recommendation and all other material information relevant to the investigation, the Board voted to reject the demand letter.

 

 

Item 1A.         Risk Factors

 

In addition to the information contained in our Form 10-K Annual Report for Fiscal 2016, and this Form 10-Q Quarterly Report, we have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Quarterly Report. These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of these material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. Refer to “Cautionary Note Regarding Forward-Looking Statements” as disclosed in our Form 10-K Annual Report for Fiscal 2016.

 

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

 

Risks Related to Our Company and Business

 

Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative cash flow and accumulated deficit to date. Furthermore, there is no assurance that we will be successful in securing any form of additional financing in the future; therefore substantial doubt exists as to whether our cash resources and/or working capital will be sufficient to enable the Company to continue its operations over the next twelve months. Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

 

As more fully described under Item 1. Business, in our Form 10-K Annual Report for Fiscal 2016, Uranium Energy Corp. was incorporated under the laws of the State of Nevada on May 16, 2003, and since 2004, we have been engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on projects located in the United States and Paraguay. In November 2010, we commenced uranium extraction for the first time at our Palangana Mine utilizing ISR and processed those materials at our Hobson Processing Facility into drums of U₃O₈, our only sales product and source of revenue. We also hold uranium projects in various stages of exploration and pre-extraction in the States of Arizona, Colorado, New Mexico and Texas, and the Republic of Paraguay.

 

As more fully described under “Liquidity and Capital Resources” of Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations, we have a history of significant negative cash flow and net losses, with an accumulated deficit balance since inception of $221.7 million at April 30, 2017. Historically, we have been reliant primarily on equity financings from the sale of our common stock and, for Fiscal 2014 and Fiscal 2013, on debt financing in order to fund our operations. Although we generated revenues from sales of U₃O₈ during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million and $13.8 million, respectively, with no revenues from sales of U₃O₈ generated during the nine months ended April 30, 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012, we have yet to achieve profitability or develop positive cash flow from our operations, and we do not expect to achieve profitability or develop positive cash flow from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flow and net losses to date, it may be difficult to evaluate our future performance.

 

 

Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required, will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in a mineral project.

 

Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities, including the expected duration and profitability of our Palangana Mine and of any future satellite ISR mines, such as our Burke Hollow and Goliad Projects, located within the South Texas Uranium Belt, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vi) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

 

Our operations are capital intensive and we will require significant additional financing to acquire additional uranium projects and continue with our exploration and pre-extraction activities on our existing uranium projects.

 

Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including acquiring additional uranium projects and continuing with our exploration and pre-extraction activities which include assaying, drilling, geological and geochemical analysis and mine construction costs. In the absence of such additional financing we would not be able to fund our operations or continue with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium projects.

 

If we are unable to service our indebtedness, we may be faced with accelerated repayments or lose the assets securing our indebtedness. Furthermore, restrictive covenants governing our indebtedness may restrict our ability to pursue our business strategies.

 

On February 9, 2016, we entered into the Second Amended Credit Agreement with our Lenders under which we had previously drawn down the maximum $20 million in principal. The Credit Facility requires monthly interest payments calculated at 8% per annum and other periodic fees, and principal repayments of $1.67 million per month over a twelve-month period commencing on February 1, 2019. Our ability to continue making these scheduled payments will be dependent on and may change as a result of our financial condition and operating results. Failure to make any one of these scheduled payments will put us in default with the Credit Facility which, if not addressed or waived, could require accelerated repayment of our indebtedness and/or enforcement by the Lenders against the Company’s assets. Enforcement against our assets would have a material adverse effect on our financial condition and operating results.

 

Furthermore, the Credit Facility includes restrictive covenants that, among other things, limit our ability to sell our assets or to incur additional indebtedness other than permitted indebtedness, which may restrict our ability to pursue certain business strategies from time to time. If we do not comply with these restrictive covenants, we could be in default which, if not addressed or waived, could require accelerated repayment of our indebtedness and/or enforcement by the Lenders against our assets.

 

 

Our uranium extraction and sales history is limited, with our uranium extraction to date originating from a single uranium mine. Our ability to continue generating revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.

 

We have a limited history of uranium extraction and generating revenue. In November 2010, we commenced uranium extraction at a single uranium mine, our Palangana Mine, which has been our sole source for the U₃O₈ sold to generate our revenues from sales of U₃O₈ during Fiscal 2015, Fiscal 2013 and Fiscal 2012 of $3.1 million, $9.0 million and $13.8 million, respectively, with no revenues from sales of U₃O₈ generated during the nine months ended April 30, 2017, Fiscal 2016, Fiscal 2014 or for any periods prior to Fiscal 2012.

During the nine months ended April 30, 2017, we continued to operate our Palangana Mine at a reduced pace since implementing our strategic plan in September 2013 to align our operations to a weak uranium commodity market in a challenging post-Fukushima environment. This strategy has included the deferral of major pre-extraction expenditures and remaining in a state of operational readiness in anticipation of a recovery in uranium prices.  Our ability to continue generating revenue from the Palangana Mine is subject to a number of factors which include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. Furthermore, continued mining activities at the Palangana Mine will eventually deplete the Palangana Mine or cause such activities to become uneconomical, and if we are unable to directly acquire or develop existing uranium projects, such as our Burke Hollow and Goliad Projects, into additional uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.

 

Uranium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or anticipated amounts. Furthermore, exploration programs conducted on our uranium projects may not result in the establishment of ore bodies that contain commercially recoverable uranium.

 

Uranium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, with many beyond our control and including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in: (i) delays, reductions or stoppages in our mining activities; (ii) increased capital and/or extraction costs; (iii) damage to, or destruction of, our mineral projects, extraction facilities or other properties; (iv) personal injuries; (v) environmental damage; (vi) monetary losses; and (vii) legal claims.

 

Success in uranium exploration is dependent on many factors, including, without limitation, the experience and capabilities of a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable uranium is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the uranium ceases to be economically recoverable. Uranium exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium, in which case the uranium project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable uranium and develop these uranium projects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our uranium projects.

 

Whether an ore body contains commercially recoverable uranium depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation.

 

 

We have not established proven or probable reserves through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including our Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we commenced extraction of mineralized materials from the Palangana Mine without having established proven or probable reserves, it may result in our mining activities at the Palangana Mine, and at any future uranium projects for which proven or probable reserves are not established, being inherently riskier than other mining activities for which proven or probable reserves have been established.

 

We have established the existence of mineralized materials for certain uranium projects, including our Palangana Mine. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of our uranium projects, including the Palangana Mine. Furthermore, we have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing ISR mining, such as the Palangana Mine. Since we commenced uranium extraction at the Palangana Mine without having established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. Any mineralized materials established or extracted from the Palangana Mine should not in any way be associated with having established or produced from proven or probable reserves.

 

Since we are in the Exploration Stage, pre-production expenditures including those related to pre-extraction activities are expensed as incurred, the effects of which may result in our consolidated financial statements not being directly comparable to the financial statements of companies in the Production Stage.

 

Despite the fact that we commenced uranium extraction at our Palangana Mine in November 2010, we remain in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established, which may never occur. We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”) under which acquisition costs of mineral rights are initially capitalized as incurred while pre-production expenditures are expensed as incurred until such time we exit the Exploration Stage.  Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to mine development activities for that particular project are capitalized as incurred.

 

We have neither established nor have any plans to establish proven or probable reserves for our uranium projects for which we plan on utilizing ISR mining, such as our Palangana Mine. Companies in the Production Stage as defined by the SEC under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. As we are in the Exploration Stage, it has resulted in us reporting larger losses than if we had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mill and mine pre-extraction activities. Additionally, there would be no corresponding amortization allocated to our future reporting periods since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as acquisition costs of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

 

Estimated costs of future reclamation obligations may be significantly exceeded by actual costs incurred in the future. Furthermore, only a portion of the financial assurance required for the future reclamation obligations has been funded.

 

We are responsible for certain remediation and decommissioning activities in the future primarily for our Hobson Processing Facility and our Palangana Mine, and have recorded a liability of $3.9 million on our balance sheet at April 30, 2017, to recognize the present value of the estimated costs of such reclamation obligations.  Should the actual costs to fulfill these future reclamation obligations materially exceed these estimated costs, it may have an adverse effect on our financial condition and operating results, including not having the financial resources required to fulfill such obligations when required to do so.

 

 

During Fiscal 2015, we secured $5.6 million of surety bonds as an alternate source of financial assurance for the estimated costs of the reclamation obligations of our Hobson Processing Facility and our Palangana Mine, of which we have $1.7 million funded and held as restricted cash for collateral purposes as required by the surety. We may be required at any time to fund the remaining $3.9 million or any portion thereof for a number of reasons including, but not limited to, the following: (i) the terms of the surety bonds are amended, such as an increase in collateral requirements; (ii) we are in default with the terms of the surety bonds; (iii) the surety bonds are no longer acceptable as an alternate source of financial assurance by the regulatory authorities; or (iv) the surety encounters financial difficulties. Should any one or more of these events occur in the future, we may not have the financial resources to fund the remaining amount or any portion thereof when required to do so.

 

We do not insure against all of the risks we face in our operations.

 

In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations, however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations.  We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability.

 

Acquisitions that we may make from time to time could have an adverse impact on us.

 

From time to time, we examine opportunities to acquire additional mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of our Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business. For example: (i) there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; (ii) a material ore body may prove to be below expectations; (iii) we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. In the event that we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

 

The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

 

Uranium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.

 

 

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material adverse effect on our operations.

 

Uranium exploration and pre-extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, state, and local levels. These laws and regulations include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.

 

Our compliance costs including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards have been significant to date, and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

 

To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards. If we become subject to liability for any violations, we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.

 

We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

 

Our exploration and mining activities are dependent upon the grant of appropriate rights, authorizations, licences, permits and consents, as well as continuation and amendment of these rights, authorizations, licences, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licences, permits and consents will be granted to us, or that authorizations, licences, permits and consents already granted will not be withdrawn or made subject to limitations.

 

Major nuclear incidents may have adverse effects on the nuclear and uranium industries.

 

The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electrical generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the our operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electrical generation.

 

The marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.

 

The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market price of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors may result in our inability to receive an adequate return on our invested capital.

 

 

The uranium industry is highly competitive and we may not be successful in acquiring additional projects.

 

The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

 

We hold mineral rights in foreign jurisdictions which could be subject to additional risks due to political, taxation, economic and cultural factors.

 

We hold certain mineral rights located in Paraguay through the acquisition of Piedra Rica Mining S.A., Transandes Paraguay S.A. and Trier S.A., which are incorporated in Paraguay. Operations in foreign jurisdictions outside of the United States and Canada, especially in developing countries, may be subject to additional risks as they may have different political, regulatory, taxation, economic and cultural environments that may adversely affect the value or continued viability of our rights. These additional risks include, but are not limited to: (i) changes in governments or senior government officials; (ii) changes to existing laws or policies on foreign investments, environmental protection, mining and ownership of mineral interests; (iii) renegotiation, cancellation, expropriation and nationalization of existing permits or contracts; (iv) foreign currency controls and fluctuations; and (v) civil disturbances, terrorism and war.

 

In the event of a dispute arising at our foreign operations in Paraguay, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of the courts in the United States or Canada. We may also be hindered or prevented from enforcing our rights with respect to a government entity or instrumentality because of the doctrine of sovereign immunity. Any adverse or arbitrary decision of a foreign court may have a material and adverse impact on our business, prospects, financial condition and results of operations.

 

The title to our mineral property interests may be challenged.

 

Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our rights with respect to our properties.

 

Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.

 

Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business including those described under Item 1. Legal Proceedings. The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail. Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.

 

 

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

 

Our success is dependent on the efforts, abilities and continued service of certain senior officers and key employees and consultants. A number of our key employees and consultants have significant experience in the uranium industry. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement.

 

Certain directors and officers may be subject to conflicts of interest.

 

The majority of our directors and officers are involved in other business ventures including similar capacities with other private or publicly-traded companies. Such individuals may have significant responsibilities to these other business ventures, including consulting relationships, which may require significant amounts of their available time. Conflicts of interest may include decisions on how much time to devote to our business affairs and what business opportunities should be presented to us. Our Code of Business Conduct for Directors, Officers and Employees provides for guidance on conflicts of interest.

 

The laws of the State of Nevada and our Articles of Incorporation may protect our directors and officers from certain types of lawsuits.

 

The laws of the State of Nevada provide that our directors and officers will not be liable to the Company or its stockholders for monetary damages for all but certain types of conduct as directors and officers of the Company. Our Bylaws provide for broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, and may have the effect of preventing stockholders from recovering damages against our directors and officers caused by their negligence, poor judgment or other circumstances.

 

Several of our directors and officers are residents outside of the United States., and it may be difficult for stockholders to enforce within the United States any judgments obtained against such directors or officers.

 

Several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, stockholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, stockholders may not be able to commence an action in a Canadian court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this document that are not residents of the United States.

 

Disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, are designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness.

 

Management’s evaluation on the effectiveness of disclosure controls and procedures is designed to ensure that information required for disclosure in our public filings is recorded, processed, summarized and reported on a timely basis to our senior management, as appropriate, to allow timely decisions regarding required disclosure. Management’s report on internal control over financial reporting is designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. However, any system of controls, no matter how well designed and operated, is based in part upon certain assumptions designed to obtain reasonable, and not absolute, assurance as to its reliability and effectiveness. Any failure to maintain effective disclosure controls and procedures in the future may result in our inability to continue meeting our reporting obligations in a timely manner, qualified audit opinions or restatements of our financial reports, any one of which may affect the market price for our common stock and our ability to access the capital markets.

 

 

Risks Related to Our Common Stock

 

Historically, the market price of our common stock has been and may continue to fluctuate significantly.

 

On September 28, 2007, our common stock commenced trading on the NYSE MKT (formerly known as the American Stock Exchange and the NYSE Amex Equities Exchange) and prior to that, traded on the OTC Bulletin Board.

 

The global markets have experienced significant and increased volatility in the past, and have been impacted by the effects of mass sub-prime mortgage defaults and liquidity problems of the asset-backed commercial paper market, resulting in a number of large financial institutions requiring government bailouts or filing for bankruptcy. The effects of these past events and any similar events in the future may continue to or further affect the global markets, which may directly affect the market price of our common stock and our accessibility for additional financing. Although this volatility may be unrelated to specific company performance, it can have an adverse effect on the market price of our shares which, historically, has fluctuated significantly and may continue to do so in the future.

 

In addition to the volatility associated with general economic trends and market conditions, the market price of our common stock could decline significantly due to the impact of any one or more events, including, but not limited to, the following: (i) volatility in the uranium market; (ii) occurrence of a major nuclear incident such as the events in Fukushima in March 2011; (iii) changes in the outlook for the nuclear power and uranium industries; (iv) failure to meet market expectations on our exploration, pre-extraction or extraction activities, including abandonment of key uranium projects; (v) sales of a large number of our shares held by certain stockholders including institutions and insiders; (vi) downward revisions to previous estimates on us by analysts; (vii) removal from market indices; (viii) legal claims brought forth against us; and (ix) introduction of technological innovations by competitors or in competing technologies.

 

A prolonged decline in the market price of our common stock could affect our ability to obtain additional financing which would adversely affect our operations.

 

Historically, we have relied on equity financing and more recently, on debt financing, as primary sources of financing. A prolonged decline in the market price of our common stock or a reduction in our accessibility to the global markets may result in our inability to secure additional financing which would have an adverse effect on our operations.

 

Additional issuances of our common stock may result in significant dilution to our existing shareholders and reduce the market value of their investment.

 

We are authorized to issue 750,000,000 shares of common stock of which 138,090,043 shares were issued and outstanding as of April 30, 2017. Future issuances for financings, mergers and acquisitions, exercise of stock options and share purchase warrants and for other reasons may result in significant dilution to and be issued at prices substantially below the price paid for our shares held by our existing stockholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders, and may result in a decrease in the market price of our shares.

 

We filed the 2014 Shelf which was declared effective on January 10, 2014, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, up to an aggregate offering amount of $100 million.

 

We filed the 2017 Shelf, which was declared effective on March 10, 2017, and, as a result, it replaced the 2014 Shelf which was then deemed terminated. The 2017 Shelf provides for the public offer and sale of certain securities of our Company from time to time, at our discretion, up to an aggregate offering amount of $100 million, of which a total of $33,7 million has been utilized through public offerings as of April 30, 2017.

 

 

We are subject to the Continued Listing Criteria of the NYSE MKT and our failure to satisfy these criteria may result in delisting of our common stock.

 

Our common stock is currently listed on the NYSE MKT.  In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of shareholders’ equity and a minimum number of public shareholders.  In addition to these objective standards, the NYSE MKT may delist the securities of any issuer: (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE MKT inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE MKT’s listing requirements; (v) if an issuer’s common stock sells at what the NYSE MKT considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by the NYSE MKT; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE MKT, in its opinion, inadvisable.

 

If the NYSE MKT delists our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities and an inability for us to obtain additional financing to fund our operations.

 

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds

 

During our fiscal quarter ended April 30, 2017, we issued the following securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):

 

·

on February 1, 2017, we issued 12,500 shares of restricted common stock to one consultant at a deemed issuance price of $1.12 per share in consideration for services under a consulting agreement.  We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

 

·

on February 28, 2017, we issued 738,503 shares of restricted common stock to our Lenders as an anniversary fee in partial consideration for our Credit Facility at a deemed issuance price of $1.4895 per share. We relied on an exemption from the registration requirements under the Securities Act pursuant to Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares to four of the Lenders and on the exemptions from registration under the Securities Act provided by Rule 506 of Regulation D and/or Section 4(a)(2) with respect to the issuance of these shares to two of the Lenders.

 

·

on March 1, 2017, we issued 12,500 shares of restricted common stock to one consultant at a deemed issuance price of $1.12 per share in consideration for services under a consulting agreement.  We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

 

·

on April 18, 2017, we issued an aggregate of 291,521 shares of restricted common stock to six consultants, as follows: (i) we issued 50,000 shares of restricted common shares to one consultant at a deemed issuance price of $1.50 per share in consideration for services under an engagement agreement; (ii) we issued 59,546 shares of restricted common shares to one consultant at a deemed issuance price of $1.3195 per share pursuant to a share for debt subscription agreement; and (iii) we issued 181,975 shares of restricted common shares to four consultants at a deemed issuance price of $1.35 per share in consideration for services under consulting agreements.  We relied on exemptions from registration under the Securities Act provided by Rule 506 of Regulation D and/or Section 4(a)(2) with respect to the issuance of these shares to one consultant and on exemptions from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares to the other five consultants.

 

·

on April 24, 2017, we issued 16,556 shares of restricted common stock to one consultant at a deemed issuance price of $1.51 per share in consideration for services under a consulting agreement.  We relied on an exemption from registration under the Securities Act provided by Regulation S and/or Section 4(a)(2) with respect to the issuance of these shares.

 

 

Item 3.           Defaults Upon Senior Securities

 

None.

 

Item 4.           Mine Safety Disclosures

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended April 30, 2017, the Company’s Palangana Mine was not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act.

 

Item 5.           Other Information

 

Effective March 8, 2017, Mr. Spencer Abraham’s position changed from Executive Chairman to Chairman.

 

Item 6.           Exhibits

 

The following exhibits are included with this Quarterly Report:

 

Exhibit		Description of Exhibit
2.1*		Share Purchase Agreement between Pacific Road Capital A Pty Ltd., Pacific Road Capital B Pty Ltd., Pacific Road Holdings S.à.r.l and Uranium Energy Corp. dated May 9, 2017.
31.1		Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*		The schedules and exhibits to the Share Purchase Agreement (indexed in section 1.2 thereof) have been omitted in accordance with Item 601(b)(2) of Regulation S-K.  A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
101.1NS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

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 thereunto duly authorized.

  

	URANIUM ENERGY CORP.
	By:	/s/ Amir Adnani
		Amir Adnani
		President, Chief Executive Officer (Principal Executive Officer) and Director
		Date: June 8, 2017

 

	By:	/s/ Pat Obara
		Pat Obara
		Chief Financial Officer (Principal Financial Officer)
		Date: June 8, 2017