URANIUM RESOURCES,INC. (NASDAQ:URRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement.
On February 16, 2017, Uranium Resources, Inc. (URI or the
Company) entered into a Securities Purchase Agreement (the
Securities Purchase Agreement) with Aspire Capital Fund, LLC
(Aspire Capital), to which the Company agreed to sell 2,100,000
shares of URI common stock and pre-funded warrants to purchase
748,101 shares of URI common stock to Aspire Capital in a
registered direct offering (the Offering), without an underwriter
or placement agent. The closing of the Offering is scheduled to
occur on February 16, 2017. Net proceeds to the Company from the
Offering are expected to be approximately $4.5 million, and
transaction expenses are anticipated to be approximately $10,000.
The Company intends to use the net proceeds from the Offering for
general corporate purposes, which may include technical studies,
restoration commitments, capital expenditures and working
capital.
The pre-funded warrants will have an exercise price of $0.01 per
share, which is subject to adjustment in the event of certain
stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the
Companys common stock and also upon any distributions of assets
to the Companys stockholders. Each pre-funded warrant will be
exercisable upon issuance and will expire three years after
issuance. The pre-funded warrants contain provisions that
prohibit exercise if the holder, together with its affiliates,
would beneficially own in excess of 4.99% of the number of shares
of URI common stock outstanding immediately after giving effect
to such exercise. The holder of the pre-funded warrants may
increase or decrease this percentage by providing at least 61
days prior notice to the Company. In the event of certain
corporate transactions, the holder of the pre-funded warrants
will be entitled to receive, upon exercise of the pre-funded
warrants, the kind and amount of securities, cash or other
property that the holders would have received had they exercised
the pre-funded warrants immediately prior to such transaction.
The pre-funded warrants do not contain voting rights or any of
the other rights or privileges as a holder of URI common stock.
The Offering was registered to the Companys effective shelf
registration statement on FormS-3 (File No.333-196880) (the
Registration Statement) and the related base prospectus included
in the Registration Statement, as supplemented by the prospectus
supplement dated February 15, 2017. The legal opinion and consent
of Hogan Lovells US LLP addressing the validity of the securities
(including shares of URI common stock underlying the pre-funded
warrants) is filed as Exhibit5.1 to this Current Report on
Form8-K and is incorporated into the Registration Statement.
The foregoing description of the terms and conditions of the
Securities Purchase Agreement and pre-funded warrants are not
complete and are qualified in their entirety by the full text of
the Securities Purchase Agreement and form of pre-funded warrant,
which are filed herewith as Exhibits 10.1 and 4.1, respectively,
and incorporated into this Item 1.01 by reference.
The Securities Purchase Agreement contains customary
representations and warranties, covenants, conditions to closing
and indemnification provisions that the parties made to, and
solely for the benefit of, each other in the context of all of
the terms and conditions of such agreement and in the context of
the specific relationship between the parties. The provisions of
the Securities Purchase Agreement, including the representations
and warranties contained therein, are not for the benefit of any
party other than the parties to such agreement or parties
expressly permitted to rely on such provisions and are not
intended for investors and the public to obtain factual
information about the current state of affairs of the parties
thereto. Rather, investors and the public should look to other
disclosures contained in the Companys filings with the Securities
and Exchange Commission. On February 16, 2017 the Company issued
a press release relating to the Offering. A copy of the press
release is filed herewith as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
ExhibitNo. |
|
Description |
4.1 |
Form of Pre-Funded Warrant. |
|
5.1 |
Opinion of Hogan Lovells US LLP. |
|
10.1 |
Securities Purchase Agreement, dated February 16, 2017, |
|
23.1 |
Consent of Hogan Lovells US LLP (included in Exhibit5.1). |
|
99.1 |
Press Release dated February 16, 2017 |
About URANIUM RESOURCES, INC. (NASDAQ:URRE)
Uranium Resources, Inc. is engaged in developing energy-related metals. As of December 16, 2016, the Company had developed land position in two prospective lithium brine basins in Nevada and Utah in preparation for exploration and development of any resources that may be discovered there. In addition, it remains focused on advancing the Temrezli in-situ recovery (ISR) uranium project in Central Turkey when uranium prices permit economic development of this project. As of December 16, 2016, it controlled exploration properties in Turkey under nine exploration and operated licenses covering approximately 32,000 acres (over 13,000 hectares) with various exploration targets, including the satellite Sefaatli Project, which is 30 miles (48 kilometers) southwest of the Temrezli Project. Its projects include Temrezli Project, Kingsville Dome Project, Rosita Project, Vasquez Project, Butler Ranch Exploration Project, Sejita Dome Exploration Project, Cebolleta Project and Juan Tafoya Project. URANIUM RESOURCES, INC. (NASDAQ:URRE) Recent Trading Information
URANIUM RESOURCES, INC. (NASDAQ:URRE) closed its last trading session down -0.18 at 2.17 with 1,909,270 shares trading hands.