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 April 14, 2017, Uranium Resources, Inc. (the Company) entered
into a Controlled Equity OfferingSM Sales Agreement
(the Sales Agreement) with Cantor Fitzgerald Co. (Cantor
Fitzgerald) to which the Company may offer and sell from time to
time, at its option, shares of its common stock having an
aggregate offering price of up to $30,000,000 through Cantor
Fitzgerald acting as sales agent (the ATM Offering).
to the Sales Agreement, shares of the Companys common stock may
be offered and sold through Cantor Fitzgerald in transactions
that are deemed to be an at the market offering as defined in
Rule 415(a)(4) under the Securities Act of 1933, as amended (the
Securities Act). Cantor Fitzgerald will act as sales agent and
use commercially reasonable efforts to sell on the Companys
behalf all of the shares of common stock requested to be sold by
the Company, consistent with its normal trading and sales
practices and subject to the terms and conditions of the Sales
Agreement. The Company is not obligated to make any sales of
common stock under the Sales Agreement. The Company will
designate the maximum amount of shares to be sold through Cantor
Fitzgerald on a daily basis or otherwise determine such maximum
amount together with Cantor Fitzgerald. The Company may instruct
Cantor Fitzgerald not to sell shares if the sales cannot be
effected at or above the price designated by the Company in any
such instruction.
Except as otherwise described in the Sales Agreement, Cantor
Fitzgerald will be entitled to compensation at a commission rate
of up to 3.0% of the gross sales price per share sold. In
addition, the Company has agreed in the Sales Agreement to
provide indemnification and contribution to Cantor Fitzgerald
against certain liabilities, including liabilities under the
Securities Act. The total expenses of the ATM Offering payable by
the Company, excluding commissions and reimbursements payable to
Cantor Fitzgerald under the Sales Agreement, will be
approximately $75,000.
The ATM Offering will terminate upon the termination of the Sales
Agreement by the Company or by Cantor. Cantor may terminate the
Sales Agreement under the circumstances specified in the Sales
Agreement. Each of the Company and Cantor may also terminate the
Sales Agreement upon giving the other party ten days notice.
The shares of common stock subject to the ATM Offering were
registered to the Companys effective shelf registration statement
on FormS-3 (File No.333-216243) (the Registration Statement) and
the related base prospectus included in the Registration
Statement, as supplemented by the prospectus supplement dated
April 14, 2017. The legal opinion and consent of Hogan Lovells US
LLP addressing the validity of the shares of common stock subject
to the ATM Offering 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
Sales Agreement is not complete and is qualified in its entirety
by the full text of the Sales Agreement, which is filed herewith
as Exhibit 1.1 and incorporated into this Item 1.01 by reference.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the shares of common
stock discussed herein, nor shall there be any offer,
solicitation, or sale of the shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.
The Sales Agreement contains customary representations and
warranties, covenants 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 the Sales Agreement
and in the context of the specific relationship between the
parties. The provisions of the Sales Agreement, including the
representations and warranties contained therein, are not for the
benefit of any party other than the parties thereto and are not
intended as documents 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.
Item 9.01 – Financial Statements and Exhibits.
(d)
Exhibits.
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ExhibitNo. |
Description |
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1.1 |
Controlled Equity OfferingSM Sales Agreement, |
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5.1 |
Opinion of Hogan Lovells US LLP. |
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23.1 |
Consent of Hogan Lovells US LLP (included in Exhibit5.1). |
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 up +0.09 at 1.96 with 957,903 shares trading hands.