Item 1.01 Entry into a Material Definitive Agreement
On July 25, 2014, Uranerz Energy Corporation (the "Registrant", "us" or "our")
entered into a warrant indenture (the "Warrant Indenture") with Corporation
Stock Transfer, Inc., as warrant agent (the "Warrant Agent") for certain of the
Registrant's warrants issued in a public offering (the "Offering") of 9,600,000
units of the Registrant (the "Units") in the United States under the
Registrant's shelf registration statement on Form S-3 (Registration
No. 333-196686) (the "Registration Statement"), including a base prospectus
dated July 14, 2014, as supplemented by a prospectus supplement dated July 17,
2014, and in each of the provinces of Canada, except Quebec, pursuant to a
multi-jurisdictional disclosure system ("MJDS") base prospectus dated July 14,
2014 and an MJDS prospectus supplement dated July 17, 2014. Each Unit consists
of one share of common stock, $0.001 par value per share, and one-half of one
common share purchase warrant, at a price per Unit of $1.25. Each whole warrant
("Warrant") is exercisable to purchase one additional share of common stock of
the Registrant at a price of $1.60 per share of common stock, subject to
adjustment and early termination, for a period of 30 months following the
closing of the Offering.
The Warrant Indenture provides for the terms and conditions governing the
Warrants. In material part, the Warrant Indenture provides that, in the event
that the Registrant's shares of common stock trade in the United States at a
closing price of greater than $2.75 per share for a period of 20 consecutive
trading days at any time following the closing of the Offering, we may
accelerate the expiry date of the Warrants by giving notice via a press release
to the holders thereof and in such case the Warrants will expire on the 30th day
after the date on which such notice is given by us.
Further, the Warrant Indenture provides for adjustment in the number of shares
of our common stock issuable upon the exercise of the Warrants and/or the
exercise price per share of common stock upon the occurrence of certain events.
The Warrant Indenture also provides for adjustment in the class and/or number of
shares of common stock issuable upon the exercise of the Warrants and/or
exercise price per share of common stock in the event of other certain events,
including re-classification, consolidation, amalgamation, arrangements, merger,
or all or substantially all of the Registrant's assets or property.
This summary of the material terms of the Warrant Indenture is qualified in its
entirety by reference to the Warrant Indenture filed herewith as Exhibit 4.1 and
incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure
On July 25, 2014, the Registrant issued a press release announcing the closing
of the Offering. A copy of the press release is attached to this report as
Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the
information set forth herein and in the press release is deemed to be
"furnished" and shall not be deemed to be "filed" for purposes of the United
States Securities Exchange Act of 1934, as amended. The information set forth in
Item 7.01 of this report shall not be deemed an admission as to the materiality
of any information in this report on Form 8-K that is required to be disclosed
solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 Warrant Indenture, dated July 25, 2014*
99.1 Press Release, dated July 25, 2014**
* The foregoing exhibit is hereby incorporated by reference into the
Registrant's Registration Statement on Form S-3 (File No. 333-196686), filed
with the United States Securities and Exchange Commission
(the "SEC") on June
, as amended July 8, 2014
, as amended July 10, 2014
effective on July 14, 2014
, pursuant to the United States Securities Act of
1933, as amended.
** The exhibit relating to Item 7.01 is intended to be furnished to, not filed
with, the SEC
pursuant to Regulation FD.