UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 2007
[ ] 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 333-127185
URANIUM ENERGY CORP.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
NEVADA 98-0399476
_____________________________________________ ___________________
(State or other jurisdiction of incorporation (I.R.S. Employer
of organization) Identification No.)
SUITE 230, 9801 ANDERSON MILL ROAD, AUSTIN, TEXAS 78750
_______________________________________________________
(Address of Principal Executive Offices)
(512) 828-6980
___________________________
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
____
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001
______________________________
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers pin response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year (ending July 31, 2007):
$NIL
____
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of October 18, 2007 was approximately
$152,328,956 based upon the average bid and asked price on that date.
The Registrant had 37,612,088 shares of common stock outstanding as of October
18, 2007.
__________
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements often can be identified by the use of terms
such as "may," "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue," or the negative thereof. We intend that such
forward-looking statements be subject to the safe harbors for such statements.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
AVAILABLE INFORMATION
Uranium Energy Corp.. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-KSB that have been filed with the Commission at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission
filings by going to the Commission's website at HTTP://WWW.SEC.GOV.
__________
TABLE OF CONTENTS
ITEM 1. Description of Business................................................5
ITEM 2. DESCRIPTION OF PROPERTY...............................................47
ITEM 3. LEGAL PROCEEDINGS.....................................................48
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................48
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............48
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............51
ITEM 7. FINANCIAL STATEMENTS..................................................58
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE................................................59
ITEM 8A. CONTROLS AND PROCEDURES...........................................59
ITEM 8B. OTHER INFORMATION.................................................59
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT........................................................59
ITEM 10. EXECUTIVE COMPENSATION...............................................62
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS....................................65
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.......................................................67
ITEM 13. EXHIBITS.............................................................67
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES................................69
__________
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Uranium Energy Corp. was incorporated under the laws of the State of Nevada on
May 16, 2003 under the name "Carlin Gold Inc." During 2004 we changed our
business operations and focus from precious metals exploration in the State of
Nevada to the exploration for economic reserves of uranium throughout the United
States. On January 24, 2005, we filed an amendment to our Articles of
Incorporation changing our name to "Uranium Energy Corp."
After the effective date of our initial registration statement which was filed
with the Securities and Exchange Commission (December 5, 2005), we commenced
trading on the Over-the-Counter Bulletin Board under the symbol "URME:OB".
Please note that throughout this Annual Report, and unless otherwise noted, the
words "we", "our", "us", the "Company", "UEC" or "Uranium Energy," refers to
Uranium Energy Corp.
FORWARD STOCK SPLIT
On February 14, 2006, our Board of Directors, pursuant to minutes of written
consent in lieu of a special meeting, authorized and approved a forward stock
split on a 1.5 new for one old basis of our total issued and outstanding shares
of common stock (the "Forward Stock Split").
The Forward Stock Split was effectuated based on market conditions and upon a
determination by our Board of Directors that the Forward Stock Split was in our
best interests and of the shareholders. In our judgment the Forward Stock Split
would result in an increase in our trading float of shares of common stock
available for sale resulting in facilitation of investor liquidity and trading
volume potential. The intent of the Forward Stock Split was to increase the
marketability of our common stock.
The Forward Stock Split was effectuated with a record date of February 28, 2006,
upon filing the appropriate documentation with the NASD. The Forward Stock Split
increased our issued and outstanding shares of common stock from 14,968,222 to
approximately 22,452,338 shares of common stock. The common stock continued to
have a $0.001 par value after the Forward Stock Split.
AMENDMENT TO ARTICLES OF INCORPORATION
On February 6, 2006, we filed an amendment to our Articles of Incorporation with
the Nevada Secretary of State. The amendment revised Section 3 of our Articles
of Incorporation increasing our authorized capital stock from 75,000,000 shares
of common stock, at a $0.001 par value, to 750,000,000 shares of common stock
with the same par value of $0.001. See "item 4. Submission of Matters to a Vote
of Security Holders."
TRANSFER AGENT
Our transfer agent is Transfer OnLine, Inc., of 317 S.W. Alder Street, Portland,
Oregon 97204.
CURRENT BUSINESS OPERATIONS
GENERAL
We are a natural resource exploration company engaged in the exploration of
properties that may contain uranium minerals in the United States. Our strategy
is to acquire properties that are prospective for uranium exploration, and have
undergone some degree of uranium exploration but have not yet been mined. To
date we have acquired interests in 58,343.09 gross acres of leased or staked
mineral properties, consisting of claim blocks located in the States of Arizona,
Colorado, New Mexico, Texas, Utah and Wyoming. In the remainder of 2007 and 2008
we have plans to acquire further acres of mineral properties subject to adequate
funding being completed. Other mineral property acquisitions are contemplated in
states of interest that include Arizona, Colorado, New Mexico, Texas, Utah and
Wyoming. These potential acquisition properties have not yet been specifically
identified. Our ability to complete these acquisitions will be subject to our
obtaining sufficient financing and our being able to conclude agreements with
the property owners on terms that are acceptable to us.
5
As of the date of this Annual Report we have interests in an aggregate of
58,900.91 gross acres (51,204.71 net mineral acres) of properties that have been
either leased or staked, which we intend to explore for economic deposits of
uranium. Some of these leases are subject to 5.0% to 15.25% net royalty
interests. These properties consist of claim blocks located in the States of
Arizona, Colorado, New Mexico, Texas, Utah and Wyoming. Each of these properties
has been the subject of historical exploration by other mining companies, and
provide indications that further exploration for uranium is warranted.
Our properties do not have any reserves. We plan to conduct exploration programs
on these properties with the objective of ascertaining whether any of our
properties contain economic concentrations of uranium that are prospective for
mining. As such, we are considered an exploration, or exploratory stage company.
Since we are an exploration stage company, there is no assurance that a
commercially viable mineral deposit exists on any of our properties, and a great
deal of further exploration will be required before a final evaluation as to the
economic and legal feasibility for our future exploration is determined. We have
no known reserves of uranium or any other type of mineral. Since inception we
have not established any proven or probable reserves on our mineral property
interests.
BACKGROUND
The United States is the largest consumer of uranium in the world and consumed
approximately 55 million pounds of uranium in 2006. Production of uranium in the
United States in 2006 was approximately four million pounds. Nuclear power
supplied approximately 20% of the electricity consumed in the United States in
2006.
The price for uranium is generally determined by supply and demand. Over the
past five years the price for uranium has been gradually increasing and, on
October 18, 2007, the spot price for uranium was approximately $78 per pound. We
believe that there is potential for further increases in the price for uranium
based upon an expected decrease in the available supply for uranium in 2008 and
2009.
Between 1960 and 1985 a significant amount of exploration work was conducted in
the United States for uranium. A large number of these exploration projects were
not pursued, however, these projects accumulated a significant amount of
exploration data.
We have acquired a significant amount of this exploration data and have acquired
interests in properties that we believe warrant further exploration for uranium
based upon the exploration data we have acquired. Our properties do not have any
reserves. We plan to conduct exploration programs on these properties with the
objective of ascertaining whether any of our properties contain economic
concentrations of uranium that are prospective for mining. We are also reviewing
the exploration data we have acquired to determine other properties that we
believe warrant further exploration for uranium and plan to acquire interests in
such properties. We have identified a number of low grade projects that we
believe we can fast-track to production by conducting a number of different
exploration and permitting activities at that same time, particularly in the
State of Texas. Currently, most of our exploration activity is focused in the
State of Texas. Subject to many factors outside the control of the Company and
including, without limitation, further exploration and development work and the
completion of an acceptable feasibility study, we are currently targeting the
third or fourth quarter of 2009 to begin production. However, there can be no
assurance that we will achieve our objectives in this regard within the time
frames targeted or at all.
We plan to utilize the in-situ recovery method ("ISR") when mining for uranium,
which is an alternative to conventional mining. We believe that this method of
mining requires lower capital expenditures and has less impact on the
environment, as well as a shorter lead time than conventional mining with
respect to beginning production. ISR mining of uranium involves pumping oxidized
water through an underground uranium deposit, dissolving it and then pumping it
to surface for further processing. Monitor wells on sides of the deposit assure
none of the uranium-rich waters leak away from the production zone. We plan to
offer our ISR recovery engineering services as third party expertise to our
peers as well.
According to a survey by the U.S. Department of Energy, in 1979 there were over
20,000 people employed in the uranium mining industry, compared to just over 400
people in 2004. We believe that there is a shortage of human resources in the
uranium mining industry currently which acts as a barrier in respect of the
exploration for uranium. We have a team of 15 highly experienced uranium mining
professionals, comprised primarily of geologists and engineers, which we believe
is a competitive advantage for our company. These persons are involved in the
review of the historical exploration data we have acquired in order to determine
projects that warrant pursuing, as well as the exploration of our properties.
6
OUR DATABASE
We have acquired historical exploration data that may provide indications of
locations that warrant further exploration for uranium. This prior exploration
data consists of management information and work product derived from various
reports, drill hole assay results, drill hole logs, studies, maps, radioactive
rock samples, exploratory drill logs, state organization reports, consultants,
geological study and other exploratory information.
The following provides information relating to our database:
JEBSEN
The Jebsen database covers territory in Wyoming and New Mexico, including some
of our existing properties. The database belonged to a pioneering uranium
developer and represents work conducted from the 1950s through to the present.
This database adds over 500 drill holes and over 500,000 feet of drilling data
results to the Company's existing library of 4.6 million feet. Other than logs,
the data set consists of volumes of maps, lithographic logs, geologic reports,
and feasibility studies, and many other essential tools for uranium exploration
and development.
Our geologists have linked contents of the database to some of our existing
properties, specifically pertaining to our projects in the Shirley Basin and
Powder River Basin of Wyoming, and in the Grants Uranium District of New Mexico.
We have exclusive ownership of this database.
PAUL PIERCE
The Paul Pierce database covers the 6,700 acre Cebolleta property located in the
Grants Mineral District, New Mexico, and consists of 601,486 feet of drill logs
from 996 holes, drill hole location maps, geological and mine planning maps,
various geological and mining reports, and surface and underground mine facility
designs that were related to the past-producing JJ Number 1/L-Bar uranium mining
and milling complex. The locations of multiple pre-existing mine shafts and
underground access ways to uranium mineralized zones are also detailed.
This database was complied by the Standard Oil Company of Ohio ("SOHIO") during
the course of their development and production at JJ Number 1/L-Bar. We acquired
the database from Paul Pierce, the Company's Manager of Mine Production. Mr.
Pierce was employed by SOHIO from 1981 to 1986 as Senior Mining Engineer and
Resource Development Specialist at the L-Bar operations.
We and our joint venture partners of Cibola Resources, LLC ("Cibola Resources")
which shares exclusive ownership of this database.
HALTERMAN
The Halterman database consists of exploratory and development work compiled
during the 1970s and 80s, including extensive data on significant prospects and
projects in the following known uranium districts in the States of Colorado, New
Mexico and Utah: Grants, San Juan Basin, Chama Basin, Moab, Lisbon Valley, Dove
Creek, Slick Rock and Uravan.
This database includes drilling and logging data from over 200,000 feet of
uranium exploration and development drilling, resource evaluations and
calculations, drill-hole locations and grade thickness maps, competitor activity
maps as well as several dozen geological and project evaluation reports covering
uranium projects in New Mexico, Colorado, Utah, Texas and California. These
reports will be used by our geologists to assess uranium potential in various
districts and to identify key land parcels for acquisition.
We have exclusive ownership of this database.
BRENNIMAN
The Brenniman database includes drilling and logging data from over 2 million
feet of uranium exploration and development drilling, resource calculation
reports and various other geological reports, drill hole location maps and other
mapping. This database includes approximately 142 drill hole gamma and E-logs.
The data was originally compiled from 1972 to 1981 by various exploration
companies, and covers over 100 uranium prospects in 15 southern US states. This
library will be used by our technical personnel to determine locations of where
drill-indicated uranium may exist.
7
We have exclusive ownership of this database.
NUECES
We have acquired copies of uranium drill logs from previous uranium exploration
drilling projects covering a large area in the South Texas uranium trend. The
data consists of approximately 150,000 feet of drill logs from 366 drill holes.
This drill data provides regional geologic information and will be used to
locate possible mineralized zones within the area of the South Texas uranium
trend.
The data was acquired from Nueces Minerals Company, a privately-held oil and gas
production company which owns the mineral rights to 72,000 contiguous acres
covering portions of four counties in south Texas.
We do not have ownership or exclusive rights to this data.
KIRKWOOD
We acquired a database of uranium exploration results covering an area of
approximately 13,000 acres within the uranium zone known as the Poison Spider
area, in central Wyoming. The area covered includes property already held by us,
as well as by other publicly-traded uranium exploration companies. The database
was compiled by William Kirkwood of North American Mining and Minerals Company
("NAMMCO"), a significant participant in the uranium, coal, gold and oil and gas
industries in the western United States since the 1960s. The data acquired was
generated from exploration originally conducted by companies such as Homestake
Mining, Kennecott Corp, Rampart Exploration, as well as Kirkwood Oil and Gas,
largely between 1969 and 1982. The database consists of drill hole assay logs
for 470 holes, including 75,200 feet of drilling, 22,000 feet of gamma logs,
drill hole location maps, cross sections, geological maps, geological reports,
and other assay data and will be used to locate possible mineralized zones in
the Poison Spider area in central Wyoming.
We have exclusive ownership of this database.
KNUPKE
We acquired the exclusive rights to a uranium database consisting of 40 years
worth of uranium exploration results, gathered largely from the South Texas
uranium trend, where we have already been actively acquiring interests in land
on the basis of the data, and will be used to locate possible mineralized zones.
The rights to this exploration database were provided to the Company by James A.
Knupke, Consulting Geologist of Corpus Christi, Texas. Under terms of an
agreement Mr. Knupke provided consulting services to the Company, which included
the review of his database. Upon review of the database we acquired several
prospective properties. We have terminated the agreement as we had substantially
exhausted our review of Mr. Knupke's data.
We do not own or have exclusive rights to this database.
ODELL
We acquired the rights to a database containing over 50 years of uranium
exploration data for the State of Wyoming.
This database consists of 315,000 feet of drill logs, over 400 maps, copies of
all US geological survey uranium publications dating back to 1954, and
geological reports on uranium ore bodies throughout Wyoming. The database will
be used to locate possible mineralized zones. The database is made available to
the Company by Robert Odell, the compiler and publisher of the Rocky Mountain
Uranium Minerals Scout since 1974.
We have not acquired ownership of this database, but rather the exclusive use of
it as long as the owner remains our employee. Should he resign we would be
required to negotiate an agreement to acquire ownership.
MOORE
We acquired a database of US uranium exploration results from Moore Energy
Corporation ("Moore Energy"), a private Oklahoma-based uranium exploration
company.
8
The Moore Energy US uranium database consists of over 30 years of uranium
exploration information in the States of Texas, New Mexico and Wyoming,
originally conducted during the 1970s, 80s and 90s. It includes results of over
10,000 drill holes, plus primary maps, and geological reports. It covers
approximately one million acres of prospective uranium claims, in the South
Texas uranium trend, New Mexico, and Powder River Basin, Wyoming, as well as
zones in Texas, and will be used to locate possible mineralized zones.
The database also provides the Company with exploration data about its Goliad
Project in south Texas, including 250,000 feet of drill logs and further
delineates zones of potential uranium mineralization. It also contains drilling
results from properties that are being developed by other uranium exploration
companies, and also widespread regional data from throughout the South Texas
uranium trend.
We have exclusive ownership of this database.
Additional information is set out in the discussion of our properties below.
OUR PLAN OF OPERATIONS
Our plan of operations for the next 12 months is to conduct further exploratory
drilling at the Goliad Project in Goliad County, Texas, as described under "Plan
of Exploration - 2007/2008" under the discussion relating to the Goliad Project
below.
We may also plan to undertake the exploration work programs described below
under "Mineral Exploration Properties" in the next 12 months.
We also plan to acquire further acres of mineral properties in the states of
interest that include Arizona, Colorado, New Mexico, Texas, Utah and Wyoming.
Our ability to complete these acquisitions will be subject to our obtaining
sufficient financing and our being able to conclude agreements with the property
owners on terms that are acceptable to us.
OUR PRINCIPAL MINERAL PROPERTIES
The Goliad Project in Goliad County, Texas, and the Cebolleta Project, in Cibola
County, New Mexico, are our principal mineral properties.
None of our other properties are currently considered material properties,
however we may plan to conduct further exploration to determine if economic
deposits of mineralization exist on these properties..
The following provides information relating to our principal mineral properties:
GOLIAD PROJECT, GOLIAD COUNTY, TEXAS
PROPERTY DESCRIPTION AND LOCATION
The Goliad Project property is located in south Texas near the northeast end of
the extensive South Texas Uranium trend. The Goliad Project consists of multiple
contiguous leases that would allow the mining of uranium by ISR methods while
utilizing the land surface (with variable conditions) as needed, for mining
wells and aboveground facilities for fluid processing and ore capture during the
mining and groundwater restoration phases of the project. The UEC Goliad Project
area is about 14 miles north of the town of Goliad and is located on the east
side of US route 77A/183 (Figure 4-2), a primary highway that intersects with US
59 in Goliad and IH-10 to the north. The approximate center of the project area
is 28 d 52' 7" N latitude, 97 d 20 36" W longitude. Site drilling roads are
mostly gravel based and allow reasonable weather access for trucks and cars.
Four-wheel drive vehicles may be needed during high rainfall periods.
Virtually all mining in Texas is on private lands with leases negotiated with
each individual landowner/mineral owner. Moore Energy obtained leases for
exploration work in the project area in the early 1980s and completed an
extensive drilling program resulting in a historic uranium mineral estimate in
1985. We obtained mining leases by assignment from a private entity in 2006.
The current leases range in size from 14 acres to 331.98 acres. Most of the
leases have starting dates in 2005 or 2006 with term periods of five years with
a five-year renewal option. The various lease fees and royalty conditions are
negotiated with individual lessors and conditions may vary from lease to lease.
Because the leases are negotiated with individual private land and/or mineral
9
owners and none of the properties are located on government land, the details of
the lease information and terms are considered confidential.
No historic uranium mining is known to have occurred on any of the Goliad
Project lease properties and only state permitted uranium exploration drilling
has taken place. There are believed to be no existing environmental liabilities
at the property leases. Prior to any mining activity at the Goliad Project, we
are required to obtain a Radioactive Materials License, a large area Underground
Injection Control ("UIC") Mine permit and a Production Area Authorization (PAA)
permit for each wellfield developed for mining within the Mine Permit area. In
addition, a waste disposal well will, if needed, require a separate UIC Permit.
These permits will be issued by Texas regulatory agencies. The current drilling
and abandonment of uranium exploration holes on any of the leases is permitted
by the Texas Railroad Commission. Potential future environmental liability as a
result of the mining must be addressed by the permit holder jointly with the
permit granting agency. Most permits now have bonding requirements for ensuring
that the restoration of groundwater, the land surface and any ancillary facility
structures or equipment is properly completed.
[MAP GOES HERE]
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
The Goliad Project area is situated in the interior portion of the Gulf Coastal
Plain physiographic province. The area is characterized by rolling topography
with parallel to sub-parallel ridges and valleys. There is about 130 feet of
relief at the site with ground surface elevations ranging from a low of 150 to a
high of 280 feet above mean sea level. The leased property for the Goliad
Project is used mostly for livestock grazing pasture and woodland. The overall
property area is shown as having a Post Oak Woods, Forest, and Grassland Mosaic
vegetation/cover type.
10
The site property is accessed from combined route US 77A / 183 that trends
north-south to the west of the property. Highway FM 1961 intersects with 77A-183
at the crossroad town of Weser. Highway FM 1961 to the east of the intersection
trends along the south side of the property. Access from either of these roads
into the property is via vehicular traffic on private gravel roads.
The property is in a rural setting at the north end of Goliad County. The
nearest population centers are Goliad (14 miles south), Cuero (18 miles north)
and Victoria (about 30 miles east). While Goliad and Cuero are relatively small
towns, they provide basic needs for food and lodging and some supplies. Victoria
is a much larger city and provides a well-developed infrastructure that has
resulted from being a regional center to support oil and gas exploration and
production. The Goliad Project site area has generally very good accessibility
for light to heavy equipment. There is an excellent network of county, state and
federal highways that serve the region and the moderate topography, with
dominantly sandy, well-drained soils, provides good construction conditions for
building gravel site roads necessary for site access.
The climate in Goliad County is mild with hot summers and cool to warm winters.
The moderate temperatures and precipitation result in excellent conditions for
developing an ISR mine. Periods of freezing temperatures are generally very
brief and infrequent. Tropical weather from the Gulf of Mexico can occur during
the hurricane season and may affect the site area with large rain storms. The
periodic freezing weather and abnormally large rainfalls are the primary
conditions that can cause temporary shutdowns. Otherwise there is not a regular
non-operating season.
The necessary rights for constructing needed surface processing facilities are
in-place on selected lease agreements. Sufficient electric power is believed to
be available in the area, however, new lines may be needed to bring additional
service to the plant site and wellfields. We believe that within a 30 mile
radius of the planned Goliad Project facility there is located sufficient
population to supply the necessary number of suitable mining personnel.
HISTORY
OWNERSHIP HISTORY OF THE PROPERTY
The Goliad Project site is located in the north-central portion of Goliad County
to the east and north of the intersection of U.S. Routes 77A/183 and Farm to
Market Route 1961. There has been a long history of oil and gas exploration and
production in the area and oil and gas is still a primary part of the economy
for the relatively lightly populated county. In the period from October 1979 to
June 1980, as a part of a large oil, gas and other minerals lease holding
(approximately 55,000 acres), Coastal Uranium utilized the opportunity to drill
several widely spaced exploration holes in the region. There were reported to be
eight holes drilled at or near the Goliad Project area.
In the early 1980s Moore Energy obtained access to review some of the Coastal
States wide-spaced drilling exploration data. The review resulted in Moore
Energy obtaining several leases from Coastal Uranium, including several of the
current Goliad Project leases. During the period from March 1983 through August
1984, Moore Energy conducted an exploration program in the Goliad Project area.
No further drilling was done at the Goliad Project area until we obtained the
leases through assignment from a private entity. During the period from May 2006
to present we began and are continuing an extended drilling program at the site.
EXPLORATION AND DEVELOPMENT WORK UNDERTAKEN
This description of previous exploration and development work undertaken at the
Goliad Project is based primarily on electric logs and maps produced by Moore
Energy during the period 1983 to 1984. Moore Energy completed 479 borings on
various leases. Eight widespread exploration borings were completed by Coastal
Uranium in 1980. We obtained leases from a private entity in 2006 and began
confirmation drilling in May 2006. To date, approximately 424
confirmation-delineation holes totaling 137,842 feet have been drilled by us to
confirm and expand the mineralization base at the Goliad Project with the
intention of permitting the project as an ISR mining and recovery facility.
All of the exploration holes (Coastal Uranium, Moore Energy and the Company)
have been drilled using truck-mounted drilling rigs contracted with various
drilling companies. The holes were drilled by conventional rotary drilling
methods using drilling mud fluids. All known uranium exploration or confirmation
drilling at the Goliad property has been by way of vertical holes. Drill
cuttings were typically collected from the drilling fluid returns circulating up
the annulus of the borehole. These samples were generally taken at 10-foot
intervals and laid out on the ground in rows (10 cuttings piles per 100 feet of
drilling) by the driller for review and description by a geologist. At
completion the holes were logged for gamma ray, self potential and resistance by
contract logging companies. The logging companies utilized by both Coastal
11
Uranium and Moore Energy provided and primarily analog data. No down-hole
deviation tool was available at the time. In contrast, the Company has utilized
a company (Century Geophysical) that has provided digital log data along with
downhole deviation. In an effort to be cost effective we have recently purchased
and had built our own logging truck.
HISTORICAL MINERAL ESTIMATES AND THEIR RELIABILITY
Historical mineral estimates were prepared by Moore Energy from 1983 through
1985. For each drill hole, a grade thickness (GT) was determined. GT is the
product of the average equivalent uranium mineral grade, as determined by eU3O8
gamma ray readings, and the thickness of the mineralized zone. Drill holes were
termed "highly mineralized" if the gamma and resistance logs and radiometric
calculations indicated a GT of 0.3 or higher at a grade cutoff of 0.02% eU3O8 or
greater. An outline contouring all of the drill holes with intercepts meeting
these criteria was produced and the area within the outline was determined using
a planimeter. The average GT of the holes within the contoured outline was then
used to estimate the mineralization meeting the specified criteria.
During the field investigation by Moore Energy a prompt fission neutron ("PFN")
specialty logging unit was used to determine the disequilibrium factor ("DEF")
in the four different mineralized zones identified at the site. The logging unit
was designed to determine the grade of uranium only while excluding the daughter
products that develop over time from the half-life decay rates. The unit
utilized by Moore Energy was provided by Princeton Gamma Technologies ("PGT"). A
total of 30 boreholes were logged with the PFN unit by Moore Energy during the
field investigation. The log output data is on a printout with one-foot values
for the logged mineralized intercepts. Numerical values of the PGT uranium were
assayed in %U3O8, the gross gamma equivalent e%U3O8, and the unit calculated the
DEF. The log header contains logging unit factors and location and hole
identification data. The log output also includes a calculation of the intervals
that have average grades above a designated cutoff and provides a calculation of
the thickness, average grade, starting depth, grade thickness and DEF. A review
of the historic data and discussion with the Moore Energy geologist shows that
DEF data from PGT logged holes were sorted by intervals according to what zone
that interval was situated. The DEF values from each zone were then averaged if
there were enough values and those values used to adjust the historical estimate
of Moore Energy.
GEOLOGICAL SETTING
REGIONAL GEOLOGY
The Goliad Project area is situated in the Texas Gulf Coastal Plain
physiographic province that is geologically characterized by sedimentary
deposits that typically dip and thicken toward the Gulf of Mexico from the
northwest source areas. Additionally, the regional dip generally increases with
distance in the down dip direction as the overall thickness of sediments
increase. The sedimentary units are dominantly continental clastic deposits with
some near shore and shallow marine facies. The uranium-bearing units are
virtually all sands and sandstones in Tertiary formations ranging in age from
Eocene (oldest) to Upper Miocene (youngest).
LOCAL AND PROPERTY GEOLOGY
The surface of the property is all within the outcrop area of the Goliad
Formation. The mineralized units are sands and sandstone within the Goliad
Formation and are designated by us as the A through D sands from younger (upper)
to older (lower), respectively. The sand units are generally fine to medium
grained sands with silt and varying amounts of secondary calcite. The sand units
vary in color depending upon the degree of oxidation-reduction and could be from
light brown-tan to grays. The sands units are generally separated from each
other by silty clay or clayey silts that serve as confining units between the
sand units.
The Goliad Formation at the project site occurs from the surface to a depth of
about 500 feet. Depending upon the land surface elevation, groundwater occurs in
the sands of the formation below depths of about 30 to 60 feet. The four
sand/sandstone zones (A-D) designated as containing uranium mineralization at
the site are all considered to be a part of the Gulf Coast Aquifer on a regional
basis. At the project area, however, each zone is a hydrogeologic unit with
similar but variable characteristics. The A zone is the uppermost unit and based
on resistance logs, groundwater in this unit may be unconfined over portions of
the site. The three deeper zones are confined units with confining clays and
silts above and below the water-bearing unit.
Groundwater from sands of the Goliad Formation is used for water supplies over
much of the northern portion of Goliad County. Water quality in the Goliad
Formation is variable and wells typically can yield small to moderate amounts of
water.. Data indicates an approximate average hydraulic conductivity of the
water-bearing zones of the Goliad Formation in Goliad County is 100 gallons per
day per square foot. Based on this value, a 20 foot sand unit would have an
12
approximate transmissivity of 2,000 gallons per day. With sufficient available
drawdown properly completed ISR wells could have average yields in the range of
25 to 50 gallons per minute.
The hydrogeologic characteristics of the water-bearing sands at the Goliad
Project have not been determined yet, but aquifer tests are required prior to
submitting a mining permit application. Hydrogeologic tests will determine the
hydraulic character of the sands and the confining beds separating the
individual sand zones.
The site area structures include two faults that intersect and offset the
mineralized units. These faults are normal, with one downthrown toward the coast
and one downthrown toward the northwest. The fault throws range from about 40 to
80 feet.
PROJECT TYPE
The Goliad uranium project is characteristic of other known Goliad sand /
sandstone deposits in south Texas. The mineralization occurs within fluvial
sands and silts as roll front deposits that are typically a "C" or cutoff "C"
shape. The roll fronts are generally associated with an extended
oxidation-reduction boundary or front.
The other Goliad projects in the region include the Mt. Lucas mine at Lake
Corpus Christi, the Kingsville Dome mine southeast of Kingsville, the Rosita
mine west of Alice and the Mestena mine in Brooks County. These mines are all
located south of the Goliad Project from about 60 to 160 miles. The average tons
and uranium grade information for these mines is not known, but all these ISR
projects mining Goliad Formation sand units have been very successful with the
following characteristics in common: excellent leaching characteristics rate,
favorable hydraulic conductivity of host sands, mineral resources have DEF
mostly above 1.0 and mineral resource mining recoveries of 80-100 percent.
At the Goliad Project there are four (A-D) stacked mineralized sand horizons
that are separated vertically by zones of finer sand, silt and clay. Deposition
and concentration of uranium in the Goliad Formation likely resulted due to a
combination of leaching of uranium from volcanic tuff or ash deposits within the
Goliad Formation or erosion of uranium-bearing materials from older Oakville
deposits. The leaching process occurred near the outcrop area where recharge of
oxidizing groundwater increased the solubility of uranium minerals in the
interstices and coating sand grains in the sediments. Subsequent downgradient
migration of the soluble uranium within the oxygenated groundwater continued
until the geochemical conditions became reducing and uranium minerals were
deposited in roll front or tabular bodies due to varying stratigraphic or
structural conditions.
There are at least two northeast-southwest trending faults at the Goliad
property that are likely related to the formation of the Goliad Project
mineralization. The northwesterly fault is a typical Gulf Coast normal fault,
downthrown toward the coast, while the southeastern fault is downthrown to the
northwest, forming a graben structure. Both faults are normal faults. Throw on
the northwest fault is about 75 feet and the southeast fault has about 50 feet
of throw. The presence of these faults is likely related to the increased
mineralization at the site. The faulting has probably served as a conduit for
reducing waters-gases to migrate from deeper horizons as well as altering the
groundwater flow system in the uranium-bearing sands.
MINERALIZATION
The Goliad Project uranium-bearing units occur as multiple roll-front type
structures in vertically stacked sands and sandstones. Groundwater flowing from
northwest to southeast in the Goliad sands likely contained low concentrations
of dissolved uranium resulting from oxidizing conditions and the relatively
short distance from the recharge area. The geochemical conditions in the sands
near our property changed from oxidizing to reducing due to an influx of
reductants. Hydrogen sulfide and/or methane dissolved in groundwater are likely
sources of creating a reduction-oxidation boundary in the area with consequent
precipitation and concentration of uranium mineralization.
Specific identification of the uranium minerals has not been done at the Goliad
Project. The very fine uranium minerals found coating quartz grains and within
the interstices in most south Texas sand and sandstone roll-front deposits has
generally been found to be dominantly uraninite. No uraninite has been
identified on the Goliad Project and the presence of uraninite on other
properties does not mean that such mineralization will be found on the Goliad
Project. Detailed petrographic examination of disseminated uranium
mineralization within sands/sandstones is generally not suitable for
identification of the specific uranium minerals. Laboratory equipment such as
x-ray diffraction units may be used to identify the minerals, however the
specific mineral species typically found in reduced sands are generally similar
in south Texas ISR projects and leaching characteristics are also similar. Based
on the experience of the ISR mines throughout south Texas, the use of gamma-ray
logging with a calibrated logging probe has become the standard method to
determine the thickness and estimated grade of uranium bearing minerals.
13
At the project site the Goliad Formation is exposed at the surface and extends
to depths exceeding 500 feet. Uranium mineralization occurs in four
sand/sandstone units that are all below the saturated zone. The zones are
designated A to D from the top to the bottom of the sequence. The sands are
fluvial-deltaic in origin, and thicken and thin across the project site. Each
Zone is hydrologically separated by 10 to 50 feet or more of clay or silty clay.
The uranium deposits are tabular in nature and can range from about one foot to
over 45 feet in thickness. The "C"-shaped configuration is typically convex in a
downdip direction with leading edge tails on the upper end. Most of the
exploration and delineation holes with elevated gamma ray log anomalies are
situated within a southwest-northeast trending graben and most of the gamma ray
anomaly holes are situated along the northernmost of the two faults comprising
the graben. This northernmost fault is downthrown to the southeast, which is
typical for the majority of faults along the Texas coastal area.
The A and B gamma ray anomaly zones are continuous, tabular bodies which extend
for over 2000 feet along trend. The A Zone mineralized body ranges from about
100 feet to over 600 feet in width and the B Zone ranges from about 50 feet to
over 300 feet in width. The D Zone gamma ray anomaly extends for over 5,000 feet
along trend and appears to be comprised of extensive, isolated pods of high
grade gamma anomalies which range from 50 feet to over 500 feet in width.
Confirmation drilling, however, has shown high-grade gamma ray anomaly
connections between some of the pods. The C Zone is the least extensive of the
four gamma anomaly zones.
EXPLORATION
A review of the available records for the Goliad Project indicated that
approximately eight holes were drilled by Coastal Uranium on or near the current
Goliad Project leases. This original exploration program resulted in the
original find of gamma ray logging responses indicating potential low grade
uranium as a part of a very wide spaced preliminary exploration program by
Coastal Uranium during the period from October 1979 through June 1980.
Records indicate that Moore Energy obtained leases from Coastal Uranium for
properties in the current Goliad Project area and conducted a thorough
exploration program that consisted of drilling 479 exploration holes from March
1983 to August 1984. The program utilized gamma ray, resistance and
self-potential logging of each hole and a geologic description of the lithology
from five to 10-foot interval drill cuttings. In addition to gamma logs, several
holes were also logged with a Princeton Gamma Tech Geophysical Services PFN type
tool. This logging tool was used to differentiate gamma radiation from uranium
and daughter products, and determine a DEF for the mineralization intervals. The
Moore Energy exploration program provided the geological basis for the Goliad
Project.
Current (2006-2007) drilling at the property has been to confirm the geological
details of the uranium mineralization at the property. The Goliad property work
by our geologists is not exploration but confirmation-verification drilling.
Additionally, our staff has continued peripheral as well as internal drilling to
expand the historical mineralization.
DRILLING
Drilling for the Goliad Project has been conducted by truck-mounted rigs
drilling vertical holes ranging from about four to six inches in diameter. After
reaching the designated total depth, the hole is circulated from bottom to clear
the heavy cuttings from the hole and condition the hole for logging with a
specialized calibrated tool that recorded resistance, spontaneous potential and
gamma ray. The gamma ray probe on each logging truck working on uranium drilling
projects has to maintain calibration by regular cross checking the probe at a US
Department of Energy test pit near George West, Texas. The pit is set up for
logging units to calibrate the gamma probe with a known radioactive source. This
method has been successfully used in Texas since at least the mid-1970s. The
available data indicate that the logging companies contracted for this project
have maintained industry standard calibration procedures for their probes.
Based on a review of drilling records and discussions with former Moore Energy
and our current employees, previous drilling on the property was conducted using
rotary mud drilling and truck-mounted drilling rigs. Cuttings are typically
taken at 10-foot intervals and placed in piles on the ground for a geologist to
review for lithology and alteration. The drill holes were completed at various
depths depending on which of the four sand units may have been mineralized in
the vicinity location. Once completed, the drill holes were logged by a contract
logger using a probe with gamma ray, self-potential and single point resistance
capability. Drift tools for bottom hole deviation were not used by Coastal
Uranium nor for the vast majority of Moore Energy holes. We have utilized the
digital logging capability of Century Geophysical Corp. and have downhole
deviation records for these holes. The drill hole collar location was used to
position the hole location for map locations of individual holes. Although
several boreholes had no deviation records, all drilling to date has been set up
to be vertical drilling. At the depth range (300-500 ft) of most Goliad Project
drilling, measured bottom hole deviations from vertical are generally less than
10 feet.
14
Initial exploration drilling in the general areas was conducted by Coastal
Uranium in 1980. Some scattered low level gamma ray anomalies were noted in the
geophysical logs that indicated potential low grade uranium mineralization was
possible in three of the eight Coastal drill holes. Moore Energy established
leases in the area in 1982 and began an exploration program in early 1983.
Between 1983 and August 1984 Moore Energy completed 479 borings by mud rotary
methods on several of their leases. We obtained leases at the property by
assignment from a private entity in 2006 and began confirmation drilling in May
2006. 360 holes have been completed by us so far.
At the time when we received a report of data for this disclosure, the report
indicated that we had drilled a total of 360 confirmation holes. Of the total
360 holes, 104 contained uranium mineralization above the project grade cutoff
(GT = 0.3 feet-eU3O8%) and 32 were strongly mineralized (GT (feet-eU308%) = 0.2
and < 0.3). A high grade gamma ray anomaly intercept is considered one with a
grade thickness product (GT) above 0.3 and a minimum grade of 0.02%eU3O8. 51 of
the holes were in the mineral category, having intercepts with a GT of 0.1 and a
minimum grade of 0.02% eU3O8. Table 1 is a summary of the drilling results.
TABLE 1 - SUMMARY OF DRILLING RESULTS FOR THE GOLIAD PROJECT
_______________________________________________________________________________________________________________________________
MINERALIZATION
No. Holes Above Cutoff Strong Mineral Mineral Other
_______________________________________________________________________________________________________________________________
360 104 32 51 173
_______________________________________________________________________________________________________________________________
Above cutoff category is the Company's designation
_______________________________________________________________________________________________________________________________
All uranium grades have been determined from evaluation (manual calculations or
computerized logging equipment) of gamma logs of the drill holes. The resulting
grades are designated as equivalent percent uranium that have not been corrected
or verified by chemical assay. Because there has not been sufficient
verification of the gamma log and PFN log data to arrive at a validated resource
or reserve classification, the following data in Table 2 cannot be used to
define a resource at this time.
TABLE 2. REPRESENTATIVE THICKNESS AND GRADE BY ZONE
A - A'
_______________________________________________________________________________________________________________________________
Hole # 30892-62 30892-116 32202-64 32202-117 32202-108
_______________________________________________________________________________________________________________________________
Depth to Top (ft) 81 68 58 50 48
_______________________________________________________________________________________________________________________________
Depth to Base (ft) 144 130 120 116 108
_______________________________________________________________________________________________________________________________
Mineral Thickness (ft) 23.0 7.5 40.0 23.0 8.5
_______________________________________________________________________________________________________________________________
Grade (%U3O8) 0.05 0.03 0.04 0.05 0.03
_______________________________________________________________________________________________________________________________
Operator Moore Energy UEC Moore Energy UEC UEC
_______________________________________________________________________________________________________________________________
Date Completed 27-Oct-83 3-Nov-06 31-Oct-83 15-Nov-06 8-Nov-06
_______________________________________________________________________________________________________________________________
Probe Used 414-1B 9055C-238 414-1B 9055C-82 9055C-238
_______________________________________________________________________________________________________________________________
B - B'
_______________________________________________________________________________________________________________________________
Hole # 32201-N105 32201-N103 32201-N114 32201-N85 32201-N86
_______________________________________________________________________________________________________________________________
Depth to Top (ft) 160 160 160 153 155
_______________________________________________________________________________________________________________________________
Depth to Base (ft) 206 207 207 206 202
_______________________________________________________________________________________________________________________________
Mineral Thickness (ft) 7.0 14.0 14.5 10.5 10.0
_______________________________________________________________________________________________________________________________
Grade (%U3O8) 0.04 0.10 0.11 0.03 0.04
_______________________________________________________________________________________________________________________________
Operator UEC UEC UEC UEC UEC
_______________________________________________________________________________________________________________________________
Date Completed 7-Mar-07 7-Mar-07 8-Mar-07 14-Feb-07 14-Feb-07
_______________________________________________________________________________________________________________________________
Probe Used 9056C-33 9056C-33 9056C-33 9056C-33 9056C-33
_______________________________________________________________________________________________________________________________
15
C - C'
_______________________________________________________________________________________________________________________________
Hole # 30898-2 32201-N6 32201-N10 32201-N47 32201-N51
_______________________________________________________________________________________________________________________________
Depth to Top (ft) 160 226 220 214 219
_______________________________________________________________________________________________________________________________
Depth to Base (ft) 230 292 286 279 294
_______________________________________________________________________________________________________________________________
Mineral Thickness (ft) 11.0 15.0 22.0 8.5 6.0
_______________________________________________________________________________________________________________________________
Grade (%U3O8) 0.06 0.04 0.05 0.04 0.03
_______________________________________________________________________________________________________________________________
Operator Moore Energy UEC UEC UEC UEC
_______________________________________________________________________________________________________________________________
Date Completed 27-Sep-83 7-Dec-06 7-Dec-06 22-Mar-07 9-Jan-07
_______________________________________________________________________________________________________________________________
Probe Used 414-1B 9055C-238 9055C-238 9056C-33 9056C-33
_______________________________________________________________________________________________________________________________
D - D'
_______________________________________________________________________________________________________________________________
Hole # 30898-10 30892-13 30892-111 30892-37 32202-108
_______________________________________________________________________________________________________________________________
Depth to Top (ft) 265 268 342 330 330
_______________________________________________________________________________________________________________________________
Depth to Base (ft) 348 350 420 418 423
_______________________________________________________________________________________________________________________________
Mineral Thickness (ft) 23.5 12.0 7.5 5.5 13.0
_______________________________________________________________________________________________________________________________
Grade (%U3O8) 0.11 0.09 0.03 0.04 0.03
_______________________________________________________________________________________________________________________________
Operator Moore Energy Moore Energy UEC Moore Energy UEC
_______________________________________________________________________________________________________________________________
Date Completed 30-Sep-83 21-Jul-83 25-Oct-06 26-Aug-83 8-Nov-06
_______________________________________________________________________________________________________________________________
Probe Used 414-1B SPB-01 9055C-82 SPB-01 9055C-238
_______________________________________________________________________________________________________________________________
DISEQUILIBRIUM
Uranium disequilibrium can be defined as the ratio of chemical uranium (cU3O8)
over gamma-ray equivalent uranium (eU3O8). The first determination is made in a
laboratory, as described below, whereas the second determination is typically a
field measurement, from which an indirect or equivalent estimate of uranium
content can be made. The ratio, or disequilibrium, between "chemical" laboratory
techniques and "equivalent" field techniques exists because of the ongoing
radioactive decay of uranium over time. A positive DEF of 1.0 or greater
indicates the presence of more chemical uranium than equivalent uranium.
During exploration of the Goliad property in the early 1980s, Moore Energy
utilized the prompt fission neutron (PFN) downhole logging technology of the
Princeton Gamma-Tech Corporation (PGT) to identify disequilibrium. A review of
available logs identified 30 Moore Energy drill holes on which PGT's PFN
downhole logging tool was used to develop DEFs for the four mineralized zones on
the project. Approximately 2,000 feet of hole was logged by PGT, which included
all four of the mineralized zones. Both chemical (PFN direct reading) and
equivalent (gamma log) U3O8 readings were obtained for each foot of logged hole.
The DEF for each of the four zones at the Goliad Project were estimated by Moore
Energy during the 1982-85 field investigation. There were 30 borings during the
Moore work that were logged with the PGT PFN tool to provide a direct comparison
16
of the PGT uranium assay (%U3O8) with the gross gamma equivalent (eU3O8) from
the radiometric signature of the material being logged. The A zone was the most
logged unit, with about 14 PGT logs of mineralized zones. The average DEF for
these logs was approximately 1.7. The B zone was penetrated by four PGT logs. Of
the intervals above the grade and GT cutoffs, 2 holes had DEFs that averaged
1.439 and 2 holes with grade above cutoff but not GT had DEFs of 2.07 and 1.41.
The B zone DEF was thus conservatively designated as 1.439. The D zone was PGT
logged at 6 holes and the intervals above cutoffs had an average DEF of 1.435.
No PGT logs were obtained of the C zone during the field program, due to the
more limited areal extent of this unit and the limited time periods the PGT
logger was at the project site. Because of the geologic similarity of the C zone
sand with the B and D zones sands, Moore Energy assigned a DEF of 1.4 to the C
zone to be consistent with the B and D zone sands. Although the PFN derived DEFs
are believed to be reliable based on the operator's experience and knowledge of
the technology utilized, direct chemical assays were not done to verify the
technique when this work was done..
Modern day field logging continues to use the PFN tool as an effective direct
assay technique to assess the disequilibrium between standard gamma ray logging
results and the actual grade of uranium in the borehole. However, in order to
verify the values obtained by historical or current PFN logging, a suitable
verification program that uses laboratory chemical assays of core and/or
definitive calibration testing by the equipment manufacturer or at certified
test facilities would be needed.
DRILL CUTTINGS
Drill cuttings are important sources of information for distinguishing and
mapping alteration fronts and for use in correlating geophysical logs for
lithology. Field geologists will review the drill cuttings in the field and
describe the sediments encountered in the boring in terms of color, grain size,
and other distinguishing characteristics. An important aspect of the lithology
logs is to provide the level of the sediment alteration as an indication of
reduction and oxidation conditions. This information is important to locate the
reduction-oxidation front/boundary. Cutting samples are generally not used for
chemical assay or other laboratory testing due to dilution and contamination
with drilling mud. Lithology logs are present for all of the drill holes, but
they were not reviewed in full detail during this study.
Our policy has been to take samples of drill cuttings at 10-foot intervals from
the surface to total depth. Once the cuttings have been observed and the
lithologic logs prepared, the cuttings are discarded back into the mud pit.
After allowing some drying time, the mud in the pit and the cuttings are
eventually covered with soil that has been stored from the excavation of the
pits.
PROBE TRUCK AND CALIBRATION
Contract logging companies were utilized by Moore Energy and UEC for logging of
drill holes. The contract logging companies maintained scheduled calibration of
the gamma probes on each of their trucks against standards in a US Department of
Energy maintained and monitored test pit facility outside George West, Texas.
Probe truck and calibration information records were kept by the logging
companies. We recently purchased a logging truck and began using it on the
Goliad Project in early June 2007.
CORE SAMPLES
We have taken three-inch core samples from eight drill holes representative of
the occurrence of uranium mineralization at the site. The core holes are as
follows: 30892-74C, 30892-85C, 30892-86C, 30892-102C, 30892-111C, 30892-118AC
30892-120C, and 32201-N100C) (Figure 13-1). The cores have included samples from
all mineralized zones but the C zone. Samples have been used for the purpose of
moisture content, total metals (U and Mo), cU3O8 for disequilibrium evaluations,
leachability tests, density analyses and X-ray diffraction for mineral
identification. Selected intervals were put in bags, labeled and placed in core
boxes for transport to the respective laboratories for analyses. The remaining
core is locked in a storage shed on the project site. All of the analyses except
density determinations were conducted by Energy Labs in Casper, Wyoming. The
laboratory has been in business since 1952, is fully certified, but not ISO
certified. Certifications include the US Environmental Protection Agency, US
Nuclear Regulatory Commission, and the following US states: AZ, CA, CO, FL, ID,
NV, OR, SD, TX, UT and WA. The density analyses were conducted by Professional
Service Industries in Austin, Texas.
BOREHOLE REMEDIATION AND ABANDONMENT
The Texas Railroad Commission requires exploration companies to obtain
exploration permits before conducting drilling in any area. The permits include
standards for the abandonment and remediation of test bore holes. The standards
include the cementing of test bore holes, the filling and abandonment of mud
pits, and the marking of bore holes at the surface. Remediation requirements are
17
sometimes specific to the area of exploration and may include segregation,
storage, and re-covering with topsoil, regrading, and revegetation. The Railroad
Commission conducts monthly remediation inspections of the Goliad Project site.
Our Goliad Project site is in compliance with Railroad Commission remediation
requirements.
DATA VERIFICATION
Most of the historic logs were run with analog equipment except for some run by
Century Geophysical with digital equipment, while our holes have all been logged
with digital equipment. Century Geophysical initially logged the drill holes,
but in May 2007 we obtained a new logging unit and have logged with this unit
since that time.
The use of selected core analyses by an analytical laboratory and field logging
selected borings with a specialized logging tool that distinguishes uranium from
its daughter products (such as delayed fission neutron or prompt fission
neutron) will allow the operator to determine the average DEF of the project and
utilize that and assay data to adjust (if necessary) the gamma-ray grade and
thickness data.
The radiometric data from the gamma ray logging of each hole has provided the
primary tool to determine the approximate grade of uranium in the subsurface.
Additionally, some individual cores with chemical assays that verified the
occurrence of cU3O8 have been collected and analyzed during our drilling
program. Primary verification that uranium mineralization is present at the site
is from the large number of exploration/confirmation boreholes and the
geophysical logs that document the presence of eU3O8 with the gamma logs and
lithology with the resistance logs. An independent geologist has reviewed core
intervals representative of mineralization and, based on his review and
evaluation of the historic and our current files and procedures, he determined
that the records and files from the drilling programs have been well conducted
and the information is suitable for estimated historical mineralization
determination in a manner consistent with accepted practices in the ISR uranium
mining industry.
For partial verification of the historic DEFs the Company contracted from Energy
Labs of Casper, Wyoming, laboratory analyses on samples from three A Zone cores
and one B Zone core. For the A Zone cores the analyses consisted of the
determination of total chemical uranium and radiometric uranium from 28 selected
one foot mineralized core intervals. This consisted of 15 intervals from core
hole 30892-111C, eight intervals from core hole 30893-85C and five intervals
from core hole 30893-118AC. From the B Zone, 30 continuous one foot samples were
taken from core hole 32201-N100C.
Samples for chemical and radiometric gamma analysis are dried in a convection
oven followed by grinding to -100 mesh. A 200 g sample is taken for the gamma
analysis, placed in a tin and sealed with tape. A minimum 15 day period is
required to establish equilibrium between (226)Ra and the daughter (214)Bi. The
principal behind the gamma analysis is that in a particular uranium occurrence,
(238)U and (226)Ra will be in equilibrium. Since (238)U is the only source of
(226)Ra, one can assume that ideally, measuring the activity of (214)Bi can be
used to indirectly determine the total uranium concentration. Accuracy is
determined by using certified (226)Ra standards. The chemical analysis uses a
one-gram sample digested in a nitric acid-hydrogen peroxide mixture and measured
by Inductively Coupled Argon Plasma (ICP) emission spectroscopy using certified
standards for control.
Assay results indicate average DEFs for the A Sand core holes of 1.71, 1.15, and
0.16 for core holes 30892-111C, 85C, and 118AC, respectively. The 1.71 value was
derived from the average of 15 one-foot sample intervals and the 1.15 value from
eight one-foot sample intervals. The five one-foot intervals from the third core
suggest a thin interval where the average eU3O8 values exceed the chemical
values. Such intervals are common, even in core holes with high overall DEFs,
but their presence in a limited sample group such as the present one will skew
the results in a negative fashion. The 1.71 value from the larger 15 sample
group in core hole 30892-111C is consistent with the average 1.7 value derived
from historic PGT logging by Moore Energy and is considered to be representative
of the A Zone. The 30 one-foot sample intervals from the B Sand core hole had an
average DEF of 1.26; a value similar in magnitude to the 1.439 PGT value
determined by Moore Energy. Again, the PGT value was established from a larger
sample grouping and may be considered more representative of the B Sand than
that derived from the smaller sample group.
The development and refinement of the PFN and similar specialty logging methods
over the past 30 years has resulted in a tool that provides an accurate field
determination of potential uranium grade and infrequent need for laboratory
assays of core. In order to maintain a consistent analysis of the disequilibrium
factors throughout the mineral bodies, we are purchasing a PFN logging tool
which will be used in conjunction with standard gamma ray logging on the Goliad
project. Use of the PFN technology will assist in developing more concise future
mineralization estimates, but still requires a level of verification with the
accepted laboratory assay of core and/or calibration testing.
18
Additional verification of select historical Moore Energy drilling-and our
current logging data was done by comparing sets of gamma logs from a Moore hole
and a recent hole we drilled that was located in close proximity. The log pairs
were located and then data tabulated for each pair to compare thickness of zone,
equivalent U3O8 grade, GT. A positive correlation indicated the drill hole sets
were comparable in character regarding the potential mineral grade and thickness
and representative of the same general portion of the project.
ADJACENT PROPERTIES
There has been no uranium exploration or mining activity on adjacent properties
to our Goliad Project. The nearest known uranium mining from the Goliad
Formation was the Everest Mount Lucas ISR mine near Lake Corpus Christi. URI has
been mining from the Goliad Formation in Kleberg County, southeast of
Kingsville, for several years at the Kingsville Dome ISR mine and at the Rosita
ISR mine in Duval County west of Alice, Texas. With the large concentration of
uranium mining and exploration properties in the Goliad, Oakville, Catahoula and
Jackson formations throughout the South Texas uranium trend, it is likely that
additional uranium target areas could be developed in the vicinity of our Goliad
Project in the future. The current or historic ISR operations mining from the
Goliad Formation range from about 60 to 160 miles south and on strike of the
Goliad Project.
Several historic ISR and open pit operations mining from the Oakville and
Jackson Formations are located within about 50 miles west of the property
LEACH AMENABILITY
Mineral processing or metallurgical testing was not reported as being conducted
on any of the samples drilled or recovered during the Moore Energy exploration
in the mid-1980s. We submitted selected core samples from our core hole #
30892-111C to Energy Laboratories, Inc. in Casper, Wyoming, in January 2007.
These samples from the Goliad Project were sent to the laboratory for leach
amenability studies intended to demonstrate that uranium mineralization at the
property was capable of being leached using conventional in situ leach
chemistry. The tests do not approximate other in-situ variables (permeability,
porosity, and pressure) but provide an indication of a sample's reaction rate
and the potential chemical recovery.
Split sections of core were placed in laboratory containers and a lixiviate
solution with 2.0 grams per liter HCO3 (NaHCO3) and either 0.50 or 0.25 g/L of
H2O2 (hydrogen peroxide) was added to each test container. The containers were
then rotated at 30 rpm for 16 hours. The lixiviate was then extracted from each
test container and analyzed for uranium, molybdenum, sodium, sulfate, alkalinity
(bicarbonate, carbonate), pH and conductance. A clean charge of lixiviate was
added and the container rotated another 16 hours. Each sample rotation and
lixiviate charge cycle was representative of 5 pore volumes with chemical
analyses after each cycle. The cycle was repeated for a total of 6 cycles or the
equivalent of 30 pore volumes.
The four core samples subjected to the leach amenability tests were determined
to contain from 0.04% to 0.08% cU3O8 before testing. Leach tests conducted on
the core samples from the A Zone indicate leach efficiencies of 60 to 80% U3O8
extraction, while the tails analyses indicate efficiencies of 87-89%. The
differences between the two calculations involve the loss of solid clay based
materials during multiple filtrations. Based on post leach solids analysis, the
core intervals were leachable to a very favorable 86 to 89%. After tests the
tails were reanalyzed for uranium concentration to determine the recovery, which
ranged on the 4 samples using 2 methods from 60% to 89%.
Laboratory amenability testing of the cores samples indicated the uranium
(dissolved elemental U) recoveries ranged from 86.4% to 88.9% in the four tests.
These results show that the mineralized intervals at the Goliad Project are very
amenable to ISR mining even when exposed to only one-half of the oxidant
concentration normally used in the Leach Amenability test. Based on the
Company's experience with ISR mining of Catahoula and Oakville uranium deposits,
as well as discussions with other Goliad deposit mining personnel, the
geologically younger deposits in Texas (Goliad formation) have been the most
amenable to in situ leaching. The uranium recovery is generally more complete (%
recovery) and occurs in a shorter time period. Both of these factors are
important for ISR mine development economics. Table 16-1 provides data on the
weight of each sample, the depth from which each sample was taken, the chemical
uranium grade of each sample and sample-by-sample uranium recovery results.
Based on the amenability test results, the size of the mineral resource at the
Goliad Project, the geologic setting and the current and projected future demand
and price of uranium, the most feasible and cost effective mining method for the
Goliad property uranium is by ISR. This method is most suitable for the size and
grade of the deposits in sands that are below the water table and situated at
depths that would be prohibitive for open pit or underground mining.
19
The amenability testing described above was conducted on core recovered from
four depth intervals from one boring. While this was a limited sampling for this
property, the samples are believed to be generally representative of the
characteristics of the mineralized intervals and the determined recovery ranges
for these intervals is considered to be reliable. Two of the four samples tested
contained approximately 0.08% cU3O8 and two contained lower grades of uranium
(~0.04% cU3O8). Energy Laboratories, Inc. in Casper, Wyoming, conducted the
laboratory testing for this project. The laboratory has been in business since
1952, is fully certified, but not ISO certified. Certifications include the US
Environmental Protection Agency, US Nuclear Regulatory Commission and the
following US states: AZ, CA, CO, FL, ID, NV, OR, SD, TX, UT and WA.
X-RAY DIFFRACTION
Representative samples from three core holes were selected for analysis by x-ray
diffraction ("XRD") in an attempt to assess uranium minerology. The samples
selected were from the following cores: 30892-111C (A Zone), 32201-N100C (B
Zone) and 30892-74C (D Zone). The cores were submitted to Energy Laboratories,
Inc. of Casper, Wyoming, for analysis as follows. A representative portion of
each sample was ground to approximately -400 mesh in a steel swing mill, packed
into a well-type plastic holder and scanned with the diffractometer over the
range, 3-61o 2e using Cu-Ka radiation. The results of the scans are summarized
as approximate mineral weight percent concentrations. Estimates of mineral
concentrations were made using our XRF-determined elemental compositions and the
relative peak heights/areas on the XRD scans. The detection limit for an average
mineral in theses samples is ~1-3% and the analytical reproducibility is
approximately equal to the square root of the amount. . Since all uranium grades
at the Goliad Project are generally less than 1% as evidenced by gamma-ray
probing, it is highly unlikely that any specific uranium mineral could be
determined by XRD techniques.
ISR CONSIDERATIONS
The Goliad Project appears to be most suitable for mining as an ISR (in-situ
recovery) project. Although leach and permeability tests are still being
conducted, south Texas uranium deposits in permeable sands situated below the
groundwater table are generally favorable to ISR production.
ENVIRONMENTAL CONSIDERATIONS
We have completed a number of required environmental baseline studies and have
other studies either underway or in near term planning. Completed studies
include: cultural resources (including archaeology), socioeconomic impact and
soils mapping. Flora and fauna studies are approximately 50% completed and
background radiation surveys will commence shortly. The cultural resources study
found no adverse impacts to the site and socioeconomic impacts are projected to
be positive for the community
ENGINEERING STUDIES
The geotechnical engineering study for the proposed plant site has been
completed and mine planning, including engineering design for the proposed plant
site, is in progress. 20 Regional Baseline water quality wells have been
installed for monitoring the aquifer within the mineralized zones and pump tests
on the aquifer are planned. Laboratory testing has indicated 86-89% leachability
of tested core samples and the results indicate that the mineralization is
amenable to in situ leaching with an oxygenated bicarbonate lixiviant.
A geotechnical engineering report was completed for us on June 18, 2007. The
study was a subsurface investigation and foundation recommendation report for
the proposed location of a processing facility pad for a future Goliad Project
uranium recovery facility. The field investigation consisted of drilling five
soil borings to a depth of 25 feet below ground to determine the shallow soil
materials and conditions and provide foundation recommendations.
Soils in the upper 25 feet at the proposed site are variable with dominantly
brown to light brown sandy silty clay in the upper 4 to 6 feet. Soils grade to
tan sandy clayey silt that is generally present to depth of the investigation
(25 feet). The shallow clayey soils have relatively high plasticity indices (PI)
with lower PIs in the silty soils below. Groundwater was not encountered while
drilling the borings.
The primary recommendation in the report is to construct a reinforced concrete
mat type foundation sized for a uniform allowable loading of 2,000 pounds per
square foot.
The report and recommendations indicates there are no apparent problem soils and
the recommended slab and foundation should be suitable for the intended use of
the slab.
20
GOLIAD PROJECT PLAN OF EXPLORATION - 2007/2008
Our company completed the planned 32,000-foot drilling program during the fourth
quarter of 2006. Based on encouraging results, a two-fold, follow-on program was
designed to be performed during 2007 to support mine permitting, mine planning
and expansion of existing mineralizations. All 2007 drilling at the Goliad
Project will be carried out under our approved Texas Railroad Commission
Exploration Permit No. 123 dated February 3, 2006. The Permit has been extended
for an additional year (until February 3, 2008).
The first phase of the new program will be to support ongoing environmental
permitting. An additional 216 holes will be drilled. Total drilling footage for
this part of the program will be approximately 75,840 feet.
The first phase will also involve a total of five core holes averaging 300 feet
in depth. The cores will be collected and sent to an analytical laboratory to
have agitation leach analyses run to best determine the composition of the mine
lixiviant amenable to in-situ recovery methodology.
Following the coring program at total of five cased holes will be installed and
utilized as groundwater monitor wells. Groundwater will be sampled and analyzed
as part of the ongoing environmental mine permitting application process. These
monitor wells will be drilled and cased to an average depth of 300 feet below
ground surface. The entire cost of this first phase program will be
approximately $595,000. The first phase drilling program was completed during
the second quarter of 2007.
The second phase of drilling planned at the Goliad Project will be designed to
explore additional acreage acquired during our company's 2006 - 2007 leasing
program. It is anticipated that at least 500 exploratory holes will be required
to adequately define the presence or absence of mineralization on the newly
acquired acreage. The 500 holes will account for an approximate total of 227,250
feet of drilling and cost $1,500,000. This drilling program should be initiated
during the second quarter of 2007 and extend into the first quarter of 2008.
Geologists and engineers performing work at the Goliad Project have developed a
timetable of forecasted workflow, which includes the forecasted completion dates
of various tasks which have been assigned to various personnel. The workflow has
been broken down into two broad categories, which have then been further broken
down into individual tasks, many of which can be performed contemporaneously.
The two major categories of work relate to radioactive materials licenses and
mine permits.
Within these two broad categories of work are included the following tasks, many
of which are required by the regulatory bodies to whom the Company is subject to
oversight for its exploration activities. The forecasted dates of completion of
these tasks is also indicated. These are internal forecasts only, and the actual
dates of the beginning or completion of these tasks may differ materially from
the forecasts:
RADIOACTIVE MATERIALS LICENSE
________________________________________________________________________________
Archeology/History study Q2 2006 - Q4 2006
Ecology study Q1 2007 - Q4 2008
Soils/Sediments/Gamma testing Q1 2007 - Q3 2007
Gamma/Radon-222 testing Q1 2007 - Q4 2007
Socioeconomic study Q1 2007 - Q3 2007
Radiological assessment Q1 2007 - Q4 2008
MILDOS survey Q1 2007 - Q3 2007
Feasibility Study Q1 2007 - Q3 2007
Agency review and approval Q4 2007 - Q4 2008
________________________________________________________________________________
21
MINE PERMIT
________________________________________________________________________________
Area groundwater baseline study Q3 2006 - Q1 2007
Geology/Hydrology study Q1 2007 - Q3 2007
Deep disposal well test Q1 2007 - Q3 2007
Mine permit review and approval Q2 2007 - Q1 2008
Disposal well review and approval Q1 2007 - Q4 2007
Air exemption permit Q4 2007 - Q1 2008
EPA aquifer exemption Q1 2008 - Q1 2009
PAA review and approval Q1 2008 - Q1 2009
________________________________________________________________________________
Upon the satisfactory completion of these tasks, and with approval of all
applicable regulatory agencies involved in these tasks, the Company may then
proceed with uranium extraction, provided that this exploration property can
establish economic uranium reserves.
PERMITTING
The permitting process is well underway and the Company has accomplished the
following key elements to that end:
a) Quality assurance and quality control measures have been completed
on water well samples;
b) Holt Engineering has been engaged by the Company to perform
geotechnical studies;
c) A qualified soil scientist has completed a draft map of the entire
project site, as part of the soils and sediments study;
d) Progress has been made on the economic impact study and the
ecological study;
e) Progress has been made on the mine plan and process facility
designs, with the first full drafts anticipated to be completed by
month-end;
f) Established a regional baseline, or background, water quality
conditions within the area to be mined. As part of the
establishment of baseline water quality conditions within the
planned permit area, the TCEQ required that fourteen regional
water quality wells be installed within the proposed permit area.
The purpose of the wells is to assess the pre-mining water quality
of the four mineralized sands (A, B, C and D). At this time six of
the fourteen wells have been installed and sampled. Also included
in the establishment of regional baseline water quality conditions
is the sampling and analysis of private water wells within a
one-kilometer radius of the permit area. This action has been
completed; and
g) The Cultural Resource Survey and Assessment has been completed and
concluded that the Goliad Project will not have any impact on
cultural resources in the permit area, and that no further work is
required on this matter by the Company. The assessment will
undergo a review by the Texas Historical Commission.
CEBOLLETA PROJECT, CIBOLA COUNTY, NEW MEXICO
PROPERTY DESCRIPTION AND LOCATION
The Cebolleta Project is situated in the eastern-most portion of Cibola County,
New Mexico. It is located approximately 45 air miles (72 kilometres)
west-northwest of the City of Albuquerque, and approximately 10 miles (16
22
kilometres) north of the town of Laguna. Three small villages, Bibo, Moquino and
Seboyeta, are located a short distance west and northwest of the project area.
[MAP GOES HERE]
Nuclear Energy Inc ("NEI"), the manager of Cibola Resources, obtained a lease
from the Board of Trustees of the Cebolleta Land Grant Board for an area of the
land grant covering approximately 6,700 acres (2,994 hectares) of mineral
rights. The majority of the leased mineral rights are covered by the surface
estate held by the Cebolleta Land Grant, and surface use and access rights are
included as provisions of the lease. A portion of the leased mineral rights are
covered by surface rights held by a third party, and are not leased by NEI. NEI
has assigned the lease to Cibola Resources, of which, Uranium Energy owns 49% of
the shares.
The leased lands are part of a land grant that was made to certain individuals
by the King of Spain prior to the inclusion of the State of New Mexico as part
of the United States.
When the territory of New Mexico was acquired by the United States, the rights
and title first conveyed by the creation of the Cebolleta Land Grant were
honoured by the United States Senate through the ratification of the Treaty of
Guadalupe Hidalgo. Although the area of the Cebolleta Land Grant, including a
portion of the Cebolleta project, was never surveyed into the US
Section-Township-Range system, the property has been legally surveyed by a
registered land surveyor and the appropriate monuments have been put in place.
Cibola Resources has accepted assignment of the Cebolleta Land Grant mineral
lease from NEI. The lease, which has an initial term of ten years, may be
extended beyond the initial term by Cibola Resources by undertaking mineral
exploration, mine development and mining and/or mineral processing activities.
The lease agreement requires Cibola Resources to make periodic (annual) advance
royalty payments to the Cebolleta Land Grant, pay a sliding scale production
23
royalty (based upon the sales price of U3O8) on any mine production from the
property and provide employment opportunities and job training programs for the
members of the Cebolleta Land Grant. Cibola Resources is required to complete an
independent "third-party" feasibility study within six years of the effective
date of the lease, and make a "reserve bonus" payment of US$1 per pound of U3O8,
within the "Measured" or "Proven" reserve category and determined to be
recoverable by a feasibility study. All annual payments made to the Cebolleta
Land Grant prior to the completion of a feasibility study are to be deducted
from the "reserve bonus" payment. The lease agreement conveys the rights to
explore for, mine and process uranium deposits present on the leased lands. A
"Short Form Memorandum of Uranium Mining Lease and Agreement" has been filed and
recorded with the offices of the County Clerk and Recorder for Cibola County,
New Mexico.
A portion of the leased properties are subject to a pre-existing 1/48th (2.08%)
royalty on a "Uranium Value". This third-party royalty is deductible from
production royalties payable to the Cebolleta Land Grant, and does not represent
a further economic burden to Cibola Resources or the project.
The leased property was formerly the site of several underground uranium and
open pit mines and processing plant (uranium mill). Open pit and underground
mines in the St. Anthony area of the Cebolleta Land Grant lease are currently
being reclaimed by the former operators of those mines, UNC Resources (a
subsidiary of General Electric). The L-Bar mine and uranium mill were reclaimed
by the successor to Sohio Western Mining Company ("Sohio"), Kennecott Energy
Company ("Kennecott"), and the mill site has been transferred to the US
Department of Energy for long-term monitoring and management. The former L-Bar
mill site is not a part the lease from Cebolleta Land Grant. An examination of
the files of the State of New Mexico Environment Department and the New Mexico
Energy and Minerals Department indicates that Kennecott has some limited
reclamation obligations relating to subsidence associated with several
ventilation holes for the former JJ #1 underground mine. UNC Resources has
obligations to reclaim portions of the former St. Anthony mine area, and they
are currently undertaking a comprehensive restoration program in accordance with
the directives of the State of New Mexico. Cibola Resources and its members, NEI
and Uranium Energy, have not assumed any reclamation liabilities for the
properties.
As with all drilling projects proposed in the State of New Mexico, Cibola
Resources will be required to obtain permits from the New Mexico Energy,
Minerals and Natural Resources Department. Cibola Resources is currently
preparing an application for drilling on the project. Mining and milling
operations will require additional permits from the New Mexico Energy, Minerals,
and Natural Resources Department, the New Mexico Environment Department, as well
as the US Environmental Protection Agency and the US Nuclear Regulatory
Commission. At this time Cibola Resources does not hold permits for any
activities for the Cebolleta project.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
The Cebolleta project is situated on the southern margin of the San Juan Basin
of west-central and northwestern New Mexico. The project area adjoins Mesa
Chivato, a broad volcanic capped mesa that surrounds Mount Taylor, a dormant
volcano that is a prominent landmark. Elevations within the project area range
from 6,400 feet to 7,100 feet above sea level (1,950 metres to 2,164 metres).
Topography is typical of the mesa-and-canyon landforms that dominate this
portion of New Mexico, with sharp local variations in elevation, on the order of
200 to 400 feet (61 metres to 122 metres) over short distances. A series of
rounded hills, raising 200 to 300 feet (61 to 91 metres) above the surrounding
landscape, are present in the vicinity of the former L-Bar uranium mine (in the
western part of the project area). A prominent canyon, developed along Meyer
Draw and Arroyo Pedro Padilla, cuts the southern part of the project area.
24
[MAP GOES HERE]
In spite of these local variations in topography, access to nearly all of the
project area is good. Access to the project is over a paved state-maintained
highway to the village of Seboyeta (a distance of approximately 10 miles, or 16
kilometres). One all-weather graded gravel road, maintained by Cibola County,
and several private roads of varying quality, cross the project lands and
provide access to nearly all parts of the project area. Rail service is
available from the BNSF Railroad at the towns of Grants and Milan, and scheduled
air service is available in Albuquerque.
[MAP GOES HERE]
25
The area is populated with sparse mixed grasses, with very limited stands of
mesquite and pinion pine trees, typical of a semi-arid high desert climate.
Temperatures at Grants (the nearest town with meaningful weather records) range
from lows of approximately 50(degree) to 80(degree) Fahrenheit (9.9(degree) to
26.6(degree) Celsius) in the summer season, and 10(degree) to 40(degree) F
(-12.2(degree) to 4.4(degree) Celsius) in the winter. The area receives
approximately 11 inches (279 millimetres) of precipitation annually. Much of
this precipitation comes in the form of afternoon thundershowers during the
months of July and August, and as much as 13 inches (330 millimetres) of snow
during the winter months. Winter snows and summer thunderstorms may create
temporary muddy ground conditions that interrupt access for short periods of
time. Other than these short periods of muddy ground conditions, mineral
exploration and mining activities normally can be conducted without interruption
throughout the year.
The project area has sufficient surface resources to support mining and
processing operations, tailings ponds, and mine waste dumps. There are numerous
sources of water, electricity, and fuel in the area. Personnel experienced in
open pit and underground mining, construction and mineral processing are
available in Grants (40 miles, or 64 kilometres, to the southwest of the project
area) and at the town of Laguna. Two high voltage electrical transmission lines
cross the region several miles north of the project area, and electrical lines
have been constructed to the sites of the former Sohio L-Bar uranium mine.
HISTORY
The Cebolleta project is located in the northern portion of the Laguna mining
district, the eastern-most portion of the Grants mineral belt. The first
discovery of uranium mineralization in the Laguna district was made by
geologists and engineers of the Anaconda Copper Company in late 1951. The
identification of strong uranium mineralization resulted in the discovery of the
Jackpile-Paguate uranium mine. Anaconda also undertook an exploration program on
the nearby Evans Ranch, located northeast of the Jackpile mine, in 1955 and this
program continued until 1957. During this period of exploration more than 350
holes were drilled in the area of the Cebolleta project by Anaconda.
Climax Uranium, a subsidiary of American Metals Climax, obtained a lease from
the Cebolleta Land Grant for the St. Anthony area and subsequently discovered
several uranium deposits on the leased properties. Climax operated a series of
small-scale open pit and underground mines, commencing in 1953 and ending in
1960, when the lease was acquired by United Nuclear Corporation (later to become
UNC Resources, now a subsidiary of General Electric). During the period of
Climax's operations the company produced 320,942 pounds of U3O8. UNC's mining
activities are reported to have commenced in 1977. Production rates for the last
two years of production at St. Anthony (1979 and 1980) were 1.134 million pounds
of U3O8 from stockpiles at the mine site.
Reserve Oil and Minerals, a publicly-traded resource development company,
purchased the Evans Ranch (surface and mineral rights) in 1968. Reserve sold an
undivided 50 percent interest in the ranch, including the mineral rights, to
Sohio (then a subsidiary of the Standard Oil Company of Ohio) in 1969 and formed
a joint venture to explore for and develop uranium deposits on the Evans Ranch.
Sohio operated the joint venture and discovered extensive uranium mineralization
on the property prior to the construction of an underground mine and uranium
mill complex (the L-Bar mine and mill). Sohio acquired Reserve's interests in
the property in 1982, and subsequently deeded their property interests in the
area to the Cebolleta Land Grant in 1989.
Areas I and II, with cut off grades of 0.05% U3O8 over minimum thicknesses of 2
feet, were considered to be open pit development targets by Sohio, while the
remaining deposits were considered to be underground mining targets only.
Mining at the Cebolleta project removed, prior to shut-down of mining operations
due to depressed commodity prices, only a portion of the previously identified
mineral resources in place at the project.
This work verified earlier studies by Sohio, based upon 150 core samples, that
the deposits were generally in radiometric equilibrium.
The staff of Sohio Western Mining Company updated the historical resources
periodically based upon mine production, cut-off grade changes, additional
drilling results, underground long-hole drilling and underground sampling of
mine workings and muck-piles. Underground sampling was undertaken with the aid
of underground probes for muck-pile sampling, while grades of hauled muck were
determined by the use of a scanner, with both methods yielding radiometric
26
assays (%eU3O8). Sohio based the 1981 estimate, along with the 1982 and 1984
updates on the following criteria:
a) Surface Resources: The maximum area of influence assigned to each
hole is a 50 foot (15.24 metres) radius. Base elevations for
mineralization were evaluated in developing the mineralized
outlines. Once the final mineralized outline was established, the
surface area of each mineralized block was determined by
planimeter. The average thickness of the mineralized interval and
the grade was calculated from drill hole data. Tonnages were
computed using a tonnage factor of 16 cubic feet per short ton.
b) Underground Long-hole Resources: The area of influence for
long-hole mineralization was 25 feet (7.6 metres) or one-half the
distance to the nearest "waste" intercept. Tonnages and grades
were calculated in the same manner as surface resources.
c) Development Resources: This category of mineralization was
calculated before the mining phase commenced. Average grades were
calculated from muck-pile sampling (radiometric and chemical
assaying). "Back-ore" and "floor-ore" were calculated from jackleg
long-hole drilling data (radiometric assays). Pillar
mineralization thickness was based upon the average height of
underground drifts.
GEOLOGICAL SETTING
The Cebolleta project is situated at the eastern end of the prolific Grants
mineral belt, which is located on the southern and south-eastern margins of the
San Juan Basin and the northern margin of the ancestral Mogollan Highland. The
geology of the region is dominated by a thick sequence of sedimentary rocks
ranging from Triassic to Late Cretaceous in age. This sedimentary sequence is
overlain by volcanic rocks (basalt) that were erupted from the Mount Taylor
volcanic center, which is located a short distance to the northwest of the
project area. Additionally, isolated basalt plugs and diabase dikes have been
intruded into Cretaceous-aged rocks immediately north and southwest of the
project area.
STRATIGRAPHY
A thick sequence of sedimentary rocks, ranging in age from Triassic through
upper Cretaceous is present within the immediate project area. Of particular
importance is the Jurassic-aged Morrison Formation, which is the host unit for
nearly all of the significant uranium deposits in the Grants mineral belt. The
Morrison Formation has been subdivided by various workers into three principal
units (in ascending order) in the southern portion of the San Juan Basin: the
Recapture unit, the overlying Westwater Canyon Member, and the upper-most Brushy
Basin Member. The Morrison Formation is unconformably overlain by the
Cretaceous-aged Dakota Sandstone, which in turn is overlain by the Mancos Shale.
Regionally, the Recapture Member of the Morrison Formation ranges from 50 to 600
feet (15 to 183 metres) in thickness, and is about 50 feet (15 metres) thick in
the project area. It is comprised of interbedded mudstones, siltstone,
sandstones, and occasional limestone. Historic reports indicated that the unit
was normally greyish-red on surface exposures, while fresh exposures of the
various lithologies were grey (limestone), greyish-green (mudstone), or
greyish-yellow (sandstone).
The Westwater Canyon Member ranges from 10 to 90 feet (three to 27 metres) in
thickness in the project area. While the Westwater Canyon conformably overlies
the Recapture Member there is evidence, on a local scale, for Westwater Canyon
channels having "scoured" into the uppermost parts of the underlying Recapture
Member. The Westwater Canyon, which is the principal host for uranium
mineralization throughout the Grants mineral belt, is a greyish-yellow to pale
orange sandstone. The sandstones are poorly sorted, range from fine to
coarse-grained, and are sub-arkosic to arkosic in composition. In the Marquez
Canyon area, approximately 15 miles (24 kilometres) north of the project area,
the Westwater is comprised of several sandstone lenses that are separated by
thin lenses of mudstone and siltstone.
The uppermost unit of the Morrison Formation is the Brushy Basin Member, a thick
unit comprised primarily of variegated mudstones and claystones, which range in
thickness from 220 to 300 feet (67 to 91 metres) in the vicinity of the project.
The mudstone and claystone units are greyish-red, greyish-green to greenish-grey
in color and form distinctive rounded outcrops. Several sandstone beds are
27
present within the Brushy Basin throughout the Grants mineral belt, and certain
of these sandstones have economic significance for hosting uranium deposits.
Several of the sandstone units are similar in character to the Westwater Canyon
sandstone.
The Jackpile sandstone is a distinct, yet local, unit that is in the uppermost
part of the Brushy Basin Member. This unit is the host for the significant
uranium deposits at the Jackpile - Paguate, St. Anthony, and L-Bar mines. The
Jackpile sandstone extends in a north-easterly-trending belt that may be as much
as 13 miles (21 kilometres) wide and more than 65 miles (105 kilometres) long.
The unit may achieve a thickness of 200 feet (61 metres). In the St. Anthony
mine complex the Jackpile ranges from 80 to 120 feet (24 to 37 metres), while at
the adjoining L-Bar mine it ranges from 80 to 100 feet (24 to 30 metres) in
thickness.
Thick, essentially uninterrupted, sequences of sandstone are characteristic of
the Jackpile. Shale or mudstone beds are not totally absent but they are
reported to be rare. The unit is a fine to medium-grained feldspathic sandstone,
which is often cemented with clay. It is composed of 60 to 90% quartz, with clay
and feldspar making up the remainder. Rock fragments are present, but are minor
constituents. Clays occur as kaolinite, and more importantly, montmorillonite,
and often serves as cement in the sandstone. Locally, the Jackpile has also been
cemented with calcite.
The Dakota Sandstone, of Cretaceous age, unconformably overlies the Brushy Basin
Member of the Morrison Formation throughout the project area. It is tan, orange,
and white, well cemented sandstone that has minor interbeds of black shale. It
averages about 50 feet (15 metres) in the project area. The Mancos Shale, also
of Cretaceous age conformably overlies the Dakota Sandstone and is the uppermost
sedimentary rock unit in the project area. It attains a thickness of
approximately 400 feet (122 metres) in the area. It is comprised of grey to
black friable shale with various interbedded sandstones that range from five to
30 feet (1.5 to nine metres) in thickness (Schlee and Moench, 1963).
STRUCTURE
Sedimentary rocks in the project area dip gently to the northwest, into the San
Juan Basin, at less than two degrees. Several small scale dip-slip faults,
generally down-dropped to the west, have been mapped on the surface several
miles north of the project, and two similar structures, down-dropped to the
east, have been mapped northeast and southwest of the immediate project area. No
major faulting has been recognized in the area.
Several small-scale high-angle faults were observed in the workings of the JJ #1
underground mine, but these structures do not appear to have disrupted uranium
mineralization in the mine and do not appear to have influenced the localization
of mineralization.
GROUND WATER
Throughout the Grants mineral belt sandstones of the Morrison Formation,
particularly the Westwater Canyon, and the Dakota Sandstone are aquifers.
Various reports for the L-Bar mine, groundwater inflows from the Jackpile
sandstone member of the Morrison Formation range from 25 to 100 gallons per
minute (113 to 454 litres). Water wells capable of producing between 25 and 35
gallons per minute (113 and 159 litres) were completed into the Jackpile
sandstone at L-Bar, and wells capable of producing between 35 and 50 gallons per
minute (159 and 227 litres) from the Westwater Canyon Member of the Morrison
Formation (Geo-Management, 1972). Although pumping data is not available to
determine the ability of either aquifer to provide sustained water supplies
considerable water is known to exist in the Westwater Canyon in the vicinity of
the Cebolleta project.
DEPOSIT TYPES
The mineralization at the Cebolleta project is classified as tabular
sandstone-hosted uranium deposits. The St. Anthony and L-Bar uranium occurrences
were formed by the mobilization of uranium from either granitic rocks of the
ancestral Mogollon Highlands, located south of the Cebolleta project area, or
from the devitrification of tuffaceous rocks and tuffaceous material contained
in the host sandstones and in the Brushy Basin Member. The uranium was
transported from its "source" area to current locations by alkaline ground
waters. Uranium minerals were deposited in the host sandstones, where humic
28
acids derived from decayed vegetal material and transported by ground water
"scavenged" uranium from the active ground water system.
At the L-Bar deposits carbonaceous material, which was the reductant for the
precipitation of uranium occurs in two forms, as detritus, and as humate. No
significant uranium mineralization occurs where carbonaceous material is absent.
As previously noted, the uranium mineralization is hosted (primarily) in porous
and permeable sandstones within the Jackpile unit of the Brushy Basin Member of
the Morrison Formation. This type of uranium deposit generally occurs at several
different levels in the host, and a group of deposits may extend along an
ill-defined "trend", which may reflect channel facies of the host, for a
distance of several miles. This style of uranium deposit is very well known in
the Grants mineral belt where it is the dominant mode of uranium occurrence.
Uranium minerals at the Cebolleta project are reported to be Coffinite
[U(SiO4)1-x(OH04x)], Uraninite [UO2], organo-uranium complexes, and unidentified
oxidized uranium complexes.
MINERALIZATION
There are several uranium prospects located on the Cebolleta project. The L-Bar
portion of the project includes four distinct zones of mineralization, known as
Area I, Area II, Area VI, and Area V. Mining operations undertaken by Sohio were
limited to the Area II and Area III deposits, but based upon historical
resources data prepared by Sohio after the closure of the L-Bar mine substantial
mineralization remains in both deposits. The Area I deposit, located in the
southern part of the L-Bar complex (and was never mined), extends south of the
former property boundary onto the former St. Anthony area, and additional
uranium mineralization is present in the St. Anthony area adjacent to the St.
Anthony open pit and the Willie P. underground mine.
The six known uranium prospects located on the Cebolleta project share a common
set of geological controls;
a) All are hosted in medium to coarse-grained sandstones that exhibit
a high degree of large-scale tabular cross-stratification;
b) Near the margins of the prospects the mineralization thins
appreciably, although halos of low-grade mineralization exist
surrounding the deposits;
c) Higher grade mineralization usually occurs in the core of the
mineralized zones;
d) Strong mineralization appears to be concentrated in the lowermost
portions of the Jackpile, although anomalous concentrations of
uranium are present throughout the vertical extent of the unit;
e) Most of the mineralization appears to be "reduced", with only
isolated small pods, especially in the Willie P area, of
discontinuous mineralization exhibiting oxidation;
f) Extensive chemical and radiometric analyses on core holes by Sohio
demonstrated that the mineralization is generally within
equilibrium;
g) Individual prospects do not show a preferred orientation or trend,
and do not fully reflect the orientation of the main Jackpile
sandstone channel trend;
h) Nearly all of the prospects show a strong spatial relationship
with carbonaceous material; and
i) The prospects range in depth from approximately 200 feet (61
metres) in the south, at the St. Anthony area, to approximately
700 feet (213 metres) in the vicinity of the Area II and Area III
deposits at L-Bar.
At the L-Bar complex, mineralization occurs in tabular bodies that may be more
than 1,000 feet (305 metres) in length, and attain thicknesses of 6 to 12 feet
(1.8 to 3.7 metres). The upper and lower boundaries of these mineralized bodies
are generally quite abrupt. There is some tendency for individual prospects to
develop in clusters. Locally, these clusters may be related to the coalescence
of separate channel sandstone bodies. In this instance, mineralization is often
thicker and higher grade than adjoining areas.
EXPLORATION
Cibola Resources has not undertaken any exploration on the properties covered by
this report, other than a review and analysis of available historical and
published information.
29
DRILLING
Cibola Resources has not carried out any drilling on the subject properties.
The drilling data that served as the basis for the historical mineral resources
for the Cebolleta project includes more than 1,500 conventional (open-hole)
rotary and core holes (totaling in excess of 600,000 feet [182,880 metres]) that
were drilled between the late 1950's and the early 1980's. All drill holes were
logged with truck mounted surface recording gamma/Self-Potential/single point
resistivity logging units, which is a standard method of determining the
presence and magnitude of subsurface uranium mineralization. This method of
"sampling" provided a continuous record of the intensity of uranium
mineralization in each drill hole. Cibola Resources has a significant number of
the gamma/S-P/resistivity logs for holes at the Cebolleta project, and this data
effectively defines the nature and extent not only of the subsurface uranium
mineralization in the project areas, but also the thickness and lateral extent
of the host rocks within the areas of drilling.
Drill holes were generally drilled on a square grid pattern, with holes spaced
at 100 feet (30.48 metres), although some drilling at the "Area III" uranium
deposit was spaced at 200 foot (60.96 metres) intervals. All drill holes were
drilled vertically (-90 degrees) and intersected the generally flat-lying host
rocks in a manner that gave an accurate depiction of the true thicknesses of the
host rocks and the mineralized horizons.
Samples collected from the conventional rotary and core holes have not been
available for examination, and likely no longer exist.
SAMPLE PREPARATION, ANALYSIS, AND SECURITY
All of the historical drill holes drilled at the Cebolleta project were logged
with truck-mounted continuous surface recording natural
gamma-ray/S-P/resistivity probe units. This process provided a continuous
reading of gamma radioactivity through the entire length of the drill hole.
Gamma-ray log values were then used to calculate radiometric grades from all of
the mineralized holes. Most of the gamma logging was done by Dalton Well Logging
and Geoscience Associates, Inc., both of whom were competent, experienced and
independent geophysical logging contractors, on behalf of Reserve Oil and
Minerals, Sohio and United Nuclear/UNC Resources. The gamma logging equipment
was periodically calibrated at "test pits" of the US Atomic Energy Commission
(now US Department of Energy) near Grants, New Mexico and Grand Junction,
Colorado, in accordance with the standard operating procedures utilized in the
industry at the time.
Radiometric assays, calculated from gamma ray logging of the exploration drill
holes at the Cebolleta project, were checked by the then project operators,
Sohio and United Nuclear, by drilling core holes at selected locations. Sohio
collected more than 150 samples that were analyzed by chemical and radiometric
assay methods. Samples were collected from drill holes in several areas of the
project area. Analytical results tabulated by Geo-Management show minor
differences between radiometric and chemical assays, with general pattern of
chemical assays being slightly higher than radiometric assays, especially at
grades in excess of 0.20% U3O8.
Cibola Resources has no information regarding the preparation of samples for
chemical assay, methods of determination of the uranium content of these samples
or the security of those samples. The methods of sampling of the uranium
prospects at the Cebolleta project were standard operating procedures utilized
throughout the US uranium industry during the time that the project was active.
ADJACENT PROPERTIES
The Cebolleta project is situated in the Laguna mining district, and adjoins the
former Jackpile-Paguate open pit and underground uranium operations of Anaconda.
At one time the Jackpile-Paguate mine was the largest uranium mine in the United
States, and is reported to have produced more than 80 million pounds of U3O8
prior to its shut-down in the early 1980's.
We are not aware of any current uranium mining or exploration on properties
adjoining the Cebolleta project.
30
MINERAL PROCESSING AND METALLURGICAL TESTING
Cibola Resources has not carried out any metallurgical test work on the mineral
deposits at the Cebolleta project. An audit of several former uranium mills,
including the former Sohio L-Bar processing facility, outlines the general
process design for the mill. The mill included conventional SAG mill grinding,
CCD liquid/solid separation and an acid leach-solvent extraction process. The
mill operated from late 1976 through mid-1981 and processed approximately 2.5
million short tons of feed material.
Cibola Resources has not examined any metallurgical test work that led to the
development of process design criteria or any mill performance and recovery
data.
MINERAL EXPLORATION PROPERTIES
We are participating in our mineral properties in the States of Arizona, New
Mexico, Utah, Wyoming and Colorado by way of mining claims and mineral leases.
The mining claim properties were staked and claimed by us and registered with
the US Bureau of Land Management ("BLM"). There are claim blocks acquired in
this manner in Arizona, Utah, Wyoming, Colorado and New Mexico. We have surface
access and complete mineral rights to an unlimited depth below surface. The
claims are in effect for an indefinite period provided the claims are kept in
good standing with the BLM and the counties. The claims were entered into
between November 4, 2004 and July 2007. Annual maintenance fees to be paid to
the BLM are relatively nominal. We will also be required to remediate the land
upon release of the claim - bringing the land back into the state it was
originally in prior to the commencement of our exploration activities. These
costs are determined by the BLM and bonded accordingly.
In the States of New Mexico, Utah and Texas we are participating in our mineral
properties by way of property lease directly from the owners of the land/mineral
rights. As of this date we have executed one lease in Utah and further leases in
New Mexico and Texas. These leases give us similar access and privileges as
described above, however with some important differences. Although we will have
access to the surface, the mineral rights below surface are restricted to
uranium and associated fissionable minerals only, with any other minerals and
hydro carbons, including, for example, petroleum, retained by the lessor. The
lease terms are for five years, and include five-year renewal periods. After the
expiration of the second five-year term the leases will be either held by
production or the leases will be terminated. Royalty payments must be made to
the lessor in event that we extract uranium ore from the properties. Royalty
payments vary from 6.25% to 15.25%, or based on a sliding scale tied to the
price of uranium. All royalties are based on the gross sales revenue less
certain charges and fees.
We have the following gross and net acre mineral property interests in states
indicated below under lease:
________________________________________________________________________________
GROSS ACRES NET ACRES(*)
________________________________________________________________________________
Arizona 2,231.28 2,231.28
Colorado 5,041.04 5,041.04
New Mexico *** 25,844.02 18,958.82
Texas 6,279.34 5,468.34
Utah 2,226.94 2,226.94
Wyoming ** 17,278.29 17,278.29
________________________________________________________________________________
58,900.91 51,204.71
================================================================================
(*) Certain of our interests in our mineral properties in New Mexico and Texas
are less than 100%. Accordingly, we have presented the acreage of our mineral
properties on a net acre basis.
(**) Does not include the AB claim Group (847
acres) in the State of Wyoming as the related lease agreement has been
terminated.
31
(***) Does not include the Lola Claims (413.20 acres) in the State of New
Mexico, as this claim block rental was allowed to lapse.
We plan to conduct exploration programs on these properties with the objective
of determining the existence of any economic concentrations of uranium.
Since inception we have not established any proven or probable reserves on our
mineral property interests.
On October 11, 2005, we entered into a Mineral Asset Option Agreement (the
"Option") with Brad A. Moore giving us the option to acquire certain uranium
leases from Mr. Moore in the State of Texas. In consideration for the Option we
have paid Mr. Moore a cash payment of $50,000 and issued 1,000,000 shares of our
restricted common stock. The Option, if exercised, will require the further
issuance of 2,000,000 restricted common shares in varying share installments
over the three, six month intervals following the effective date of the Option
(October 11, 2005). A further payment of $150,000 has been paid under the Option
on February 1, 2006. Title to the properties to be acquired will transfer upon
payment of all remaining stock required under the Option, the timing of which
may be accelerated at our discretion. During the Option term we have the right
as operator to conduct or otherwise direct all the exploration on the properties
to be acquired. As of this date all cash consideration and share issuances
required pursuant to the terms of the Option have been completed.
On May 1, 2007, we entered into a joint venture with NEI, a Wyoming corporation,
in connection with the exploration of a property covering approximately 6,700
acres located in Cibola County, New Mexico, for uranium resources. In connection
with the joint venture, Cibola Resources, a limited liability company under the
laws of the State of Delaware, was formed to undertake the exploration
activities contemplated by the parties. NEI acquired the mining lease to the
property from La Merced del Pueblo de Cebolleta ("Ceboletta"), a private entity
that has the authority over the natural resources of the property, pursuant to a
letter agreement between Cebolleta and NEI dated January 27, 2007, and has
contributed the lease to Cibola Resources. In connection with the acquisition of
the lease, NEI has made cash payments to Cebolleta of $3,000,000 to date. The
Company has reimbursed an aggregate of $1,470,000 to NEI to date. As a result,
NEI and the Company hold a 51% and 49% interest, respectively, in Cibola
Resources.
ARIZONA
All of our Arizona claims were previously the subject of exploration drilling
for the incidence of uranium by companies such as Noranda, Inc., Uranerz Energy
Corp., Homestake Mining Co. and Oklahoma Public Services. We have acquired a
1979 Oklahoma Public Services ("OPS") geologic report contiguous to our claims
(Artillery Peak) that indicates the possibility of incidence of uranium. OPS
drilling continued on to our claims as evidenced by drill holes verified on the
ground, and such drill cuttings were found to be radioactive. Close spaced
developmental drilling is indicated on our claims located at Artillery Peak.
Other claims staked by us (Esther Basin, Crow Canyon and Dry Mountain) in
Arizona were staked on known uranium occurrences as shown on Arizona State
publication, "Occurrences of Uranium in Miscellaneous Sedimentary Formations,
Diatremes and Pipes and Veins". Additionally, these claims were previously
drilled by companies including Homestake Mining Co., Uranerz Energy Corp. and
Noranda, Inc. in the 1970's uranium boom. Our management has confirmed prior
claim ownership as verified with the US Department of Interior - BLM. In
addition, ground surveys completed by us have located various previous drill
locations and radioactive anomalies as evidenced in ground and drill cuttings.
We confirm that as of this date our Arizona located claims contain no uranium
reserves, and require extensive exploration by us.
The following provides information relating to such claims:
________________________________________________________________________________
PROPERTY NUMBER OF CLAIMS GROSS ACRES NET ACRES
OR LEASES HELD
________________________________________________________________________________
Artillery Peak 1 19 claims 392.54 392.54
Artillery Peak 2 31 claims 640.46 640.46
32
Dry Mountain 28 claims 578.48 578.48
Esther Basin 10 claims 206.60 206.60
Gunsight Canyon 1 11 claims 227.26 227.26
Gunsight Canyon 2 9 claims 185.94 185.94
________________________________________________________________________________
COLORADO
Claims acquired by us in Colorado have historical production tonnages and grades
published in the Colorado Geological Survey, Bulletin 40 - "Radioactive Mineral
Occurrences of Colorado". Additionally, a third party consulting miner/engineer
was utilized by us for his first hand knowledge of the Colorado properties
acquired. Also, our Chief Geologist previously evaluated and acquired a portion
of the claims currently owned by us (the Carnotite Mine) while consulting for
another company, International Texas Industries, Inc. We confirm that at the
current date, our Colorado located claims contain no uranium reserves and
require extensive exploration by us.
The following provides information relating to such claims:
________________________________________________________________________________
PROPERTY NUMBER OF CLAIMS GROSS ACRES NET ACRES
OR LEASES HELD
________________________________________________________________________________
Carnotite 18 claims 371.88 371.88
Ambrosia Lake 158 claims 3,264.28 3,264.28
Raven 22 claims 454.52 454.52
Triangulation 12 claims 247.92 247.92
Taco 34 claims 702.44 702.44
________________________________________________________________________________
NEW MEXICO
The West Ranch Project consists of approximately 7,000 acres made up of lode
mining claims and private leases in northwestern New Mexico, on the northwest
end of the historically uraniferous Ambrosia Lake trend of the Grants Uranium
District. The property was drilled by United Nuclear Corporation and, more
recently, by Kerr McGee. Historical wide-spaced drilling across the property
indicates the presence of several northwest-southeast trending uranium
mineralized zones within the Morrison Formation at average depths of 800 feet.
Our Laguna Trend Project consists of approximately 800 acres of lode claims on
Bureau of Land Management land in northwestern New Mexico. The claim block is
on-trend and several miles northeast of the historically-producing St. Anthony,
Jackpile Paguate, and L-Bar uranium deposits, mined by Anaconda Minerals and
Sohio. Northeast of the Company's claim block is Kerr McGee's (now Anadarko
Petroleum's) uranium deposit, Rio Puerco, and Conoco's Bernabe uranium deposit.
Both of these deposits are yet to be developed.
Acquisition of the Laguna Trend claim block by Uranium Energy was driven by
intense analysis of the Morrison Nuclear database, which includes drilling data
indicating significant uranium mineralization in the Westwater Canyon Member of
the Morrison Formation. This property was most recently held by Kerr McGee. We
will initiate exploration permitting during the fourth quarter of 2007.
We have recently signed a letter of intent with Spider Rock Mining Co., of Dove
Creek, Colorado to acquire 479 claims, covering 13 sections within the Ambrosia
Lake Valley. These claims encompass a total 9,896.14 acres, and include such
historic mines as the Ann Lee and Sandstone. These claims are located in
Township 14 North, and Ranges 9 West and 10 West, which encompasses the heart of
33
the Ambrosia Lake Mining District, and is home to the mines of the district
historically operated by Kerr McGee, Homestake, United Nuclear, Phillips and
Dysart. This claim block which may be acquired by our company is contiguous to
the current mineral resource holdings of BHP Billiton.
________________________________________________________________________________
PROPERTY NUMBER OF CLAIMS GROSS ACRES NET ACRES
OR LEASES HELD
________________________________________________________________________________
Laguna Trend 40 claims 826.40 826.40
West Ranch 62 claims, 33 leases 7,040.92 3,181.03
and 6 mineral deeds
San Mateo Mesa 66 claims 1,363.56 1,363.56
Ambrosia Lake 479 claims 9,896.14 9,896.14
Cebolleta 1 federal grant 6,717.00 3,291.33
________________________________________________________________________________
TEXAS
We currently own nine leases located in a South Texas uranium trend that have
been the subject of substantial historical exploration by Wold Nuclear
Corporation ("Wold Nuclear") in the 1970s and 1980s, and constitute some of our
most prospective exploration targets. Wold Nuclear was a private uranium
exploration company based in Casper, Wyoming, and owned by former Wyoming U.S.
Congressman, John S. Wold. Wold Nuclear discovered a number of large uranium
deposits in Wyoming which were later acquired and put into production by major
uranium production companies. Wold Nuclear's Texas operations were a joint
exploration venture with Cotter Corporation. Our Chief Geologist was employed by
Wold Nuclear as district and chief geologist of its Texas based operations.
Wold Nuclear's previous work conducted on and around our exploration targets
located in South Texas (Zavala County) is in a certain formation that was not
the focus of uranium exploration in previous uranium booms (the "New
Formation"). The New Formation represents a new "out of traditional trend" host
rock for possible uranium mineralization. We have acquired a number of drill
hole gamma logs, as well as one drill core, whose chemical analysis supports the
indication of uranium, along with lease and drill hole location maps.
Insufficient drilling in past exploration programs did not quantify any reserves
for Wold Nuclear.
The expected mineralized area comprising the New Formation has been defined in
the geological area by our own work product. The New Formation host rock is up
to 250 feet thick and has the potential for uranium mineralization similar to
Wyoming's Powder River Basin. As of this date we have acquired two leases
(473.06 gross acres) in an area where previous drilling and coring indicated
uranium mineralization.
The following provides information relating to such leases:
________________________________________________________________________________
PROPERTY NUMBER OF CLAIMS GROSS ACRES NET ACRES
OR LEASES HELD
________________________________________________________________________________
Carrizo 11 leases 1,296.70 1,067.12
Goliad 18 leases 2,474.66 2,163.47
Maetze 3 leases 166.83 158.47
Nichols 8 leases 1,347.61 1,345.90
Devillier 5 leases 654.85 394.70
Goehring 4 leases 214.44 214.44
________________________________________________________________________________
34
UTAH
Our Utah properties (Crain Lease) were the subject of prior exploration drilling
conducted by Pioneer-Uravan, Inc. and Truchas Limited in the 1970s to search for
uranium indications. We have acquired gamma drill log interpretation worksheets
from work previously conducted by Pioneer-Uravan, Inc. In addition, drill hole
location maps have been obtained from work conducted for Pioneer-Uravan, Inc.
and Truchas Limited. Further assay reports on core samples from exploration
drilling previously conducted by Pioneer-Uravan, Inc., as verified by that
company's commissioned assay report, have also been obtained, as well as certain
drill indicated uranium findings that provide the basis for preliminary
mineralization information as previously conducted and defined in a Truchas
Limited summary and report (1979). As at this date our Utah located claims
contain no uranium reserves that we have independently verified, and require
extensive exploration by us.
The following provides information relating to such claims and leases:
________________________________________________________________________________
PROPERTY NUMBER OF CLAIMS GROSS ACRES NET ACRES
OR LEASES HELD
________________________________________________________________________________
Crain 1 lease 640.00 640
Monument Canyon 21 claims 1,586.94 1,586.94
________________________________________________________________________________
WYOMING
Our five Wyoming uranium mineral property areas total 17,278.29 acres. Wyoming
led the nation's uranium production in 2006 with 4,100,000 pounds of U3O8.
The Granite Mountain Thrust ("GMT") property includes 4,686 acres of mining
claims north of, and adjacent to, the Rio Tinto (Kennecott) uranium property,
which has been drilled extensively since the 1960s by several entities. Our GMT
property geology host rock is 2,000 to 3,000 feet thick in the early Eocene Age
Battle Springs Formation - partly equivalent to the Wasatch and Wind River
formations in other Wyoming Basins. We have assessed previous seismic
exploration shot line data and confirmed Battle Springs Formation projections to
the GMT area. We plan to drill six uranium exploration drill holes during 2008.
The property is situated approximately eight miles east of the Crooks Gap
uranium mining district, which produced about 10,000,000 pounds of U3O8 from
1953 through 1982 by open pit mining.
The Burnt Wagon project, located 35 miles west of Casper, Wyoming, was acquired
from NAMMCO (Kirkwood) in 2006. The 200 mining claims and 3 state leases total
about 4,000 acres. Current staking work will not be complete until November
2007. Previous operations defined shallow uranium mineralization in the Wind
River formation of early Eocene age, at 50 to 200 foot depths, from 500 drill
holes and 16,000 feet of electric logging data.
Situated in the Lower Eocene Wasatch formation of the southwest Powder River
Basin, our Powder River Basin LO-Herma uranium property exploration data was
acquired from H. Brenniman as a part of the Pioneer Nuclear, Inc., package in
2006. The 305 mining claims total 5,948.76 acres and are contiguous to the
Energy Metals Corp. (Uranium One) property.
Our North Shirley Basin area, "Mud Springs" project, is planned for
approximately 16,000 feet of drilling on the 3,014.48 acre property in 2008, and
we expect to acquire about 700 more acres by the staking of 34 mining claims.
The property, situated in North Shirley Basin, is located 30 miles south of
Casper, along a U3O8 mineralized Wind River Formation trend northwest of the
major Shirley Basin deposits mined in the 1960-70s.
35
Our DL, 1,275 acre, property is being reassessed by using Pioneer Nuclear, Inc.,
1970 uranium exploration data from the H. Brenniman database.
________________________________________________________________________________
WYOMING NUMBER OF CLAIMS GROSS ACRES NET ACRES
PROPERTY OR LEASES HELD
________________________________________________________________________________
Granite Mountain 236 claims 4,686.43 4,686.43
Burnt Wagon 43 claims and 3 leases 2,553.64 2,553.64
LO-Herma 305 claims 5,748.76 5,748.76
Mud Springs 120 claims and 1 lease 3,014.48 3,014.48
DL Prospect 1 lease 1,274.98 1,274.98
________________________________________________________________________________
EXPLORATION WORK PROGRAMS - NEW MEXICO AND COLORADO
Our Chief Exploration Officer, Clyde Yancey, a Certified Professional Geologist,
based on historical data previously outlined and our own work product, has
developed exploration programs unique to each state and claim block with the
intent of proving or disproving the existence of uranium on these prospects. In
order to carry out these exploration programs, $7,500,000 and approximately
twelve months will be required, according to the exploration budget and schedule
recommended by our Chief Exploration Officer. Additional capital for possible
future uranium exploration property related acquisitions will be funded through
additional offerings of debt and equity on an as required basis.
The total cost of expected Phase II exploration on all mineral properties
contemplated at this time is equal to $2,000,000 inclusive of a contingency cost
allowance. Additional costs for Phase II exploration work and for further lease
and land acquisitions are expected to be funded by future financings from debt
and equity sources. See "Management's Discussion and Analysis or Plan of
Operations."
PHASE I WORK PROGRAMS -NEW MEXICO UTAH, ARIZONA AND COLORADO
The work program that has been recommended for the mineral properties is
dependent on the nature of the exploration conducted prior to our acquisition.
The intended Phase I work programs will be on the claims located in both New
Mexico, Utah, Arizonaand Colorado.
During Phase I work programs on these particular mineral claims we plan to
review and analyze all historical exploration data available to us in our
current possession, acquire additional acreage as available, obtain exploration
permits through state and federal agencies and to probe existing drill holes
with gamma probes, with a strategy that attempts to confirm historical drill
results. Costs have been estimated at $14,500 per claim block.
PHASE I WORK PROGRAMS - SOUTH TEXAS LEASES
Based on exploration databases acquired during 2006 we were able to establish
six separate lease positions with the South Texas uranium trend. Four of these
lease positions are within Goliad County and would compliment our existing
Weesatche project. One of the positions was heavily drilled by Mobil Oil during
the 1970s and 1980s. The three remaining Goliad County lease positions are
highly encouraging prospects that we plan to drill during 2008 to prove or
disprove the occurrence of uranium resources. The fifth lease position is within
Duval County and falls within the Catahoula Formation, an historic uranium host
formation of South Texas. The sixth lease position is with Karnes County and
covers a property heavily drilled by Conoco Petroleum in the 1970s. As
previously stated, these lease position were developed by the Company during
2006 from historic databases. Land acquisition costs for these five prospects
total $381,000 excluding the value of any stock based expenditures, and drilling
costs are approximated to be $562,000.
36
The exploration databases used to develop the five lease positions described
above were obtained during the acquisition of the Moore Energy information and
the acquisition of the Knupke database. Both databases consist primarily of
numerous geophysical logs with corresponding maps, field reports and regional
maps. The Moore Energy database was developed over a period of approximately 10
years and consists of a compilation of their exploration projects and prospects
and is quite reliable. This database will be used to guide in the development of
the Weesatche Project and to develop additional projects and prospects. It is
exclusively used by the Company. The Knupke database was developed by an
individual over a period of approximately 20 years and consists of past project
information, map and logs and potential prospects developed through analysis of
regional geology. This database was used exclusively by the Company during 2006.
During the Phase I work program geologic information pertinent to the six lease
positions noted above will be gathered and analyzed by Company geologists in
order to develop additional lease plays, setup drilling programs and develop
exploration drilling permits.
PHASE II WORK PROGRAMS
The purpose of Phase I exploration work in the Colorado Plateau, Uravan mining
district in Colorado and Utah, as well as the Grants uranium district in New
Mexico, and the South Texas trend, on both claim blocks and leases, is chiefly
to determine which areas require new drilling.
The total cost of Phase II exploration on all mineral properties contemplated at
this time is equal to $2,000,000 including contingency cost allowance.
Additional costs for Phase II exploration work and for further lease and land
acquisitions are expected to be funded by future financings from debt and equity
sources. We expect minimal effect on our ability to proceed with Phase II
exploration should they be required in conjunction with further lease and land
acquisitions as the amounts projected for Phase II exploration costs are not
substantial in relation to budgeted total annual capital and operating expense
expenditures. If, however, additional land and lease expenditures during the
next twelve months create a lack of capital for Phase II exploration costs
beyond that anticipated in relation to available capital, we may not be in a
financial position to conduct Phase II exploration if required.
In all cases, results from Phase I of exploration on our properties will
determine whether we proceed to Phase II of the exploration program or
discontinue exploration on a particular property. Phase II costs, if any, will
be incurred in the subsequent 12-month period, and would require additional
financing.
We have acquired a dual wheel truck on which we have installed logging
equipment.. We further expect to purchase a PFN assay tool for the logging
truck. Total aggregate cost of approximately $294,000, net of taxes and
applicable fees is budgeted for the aforementioned. A PFN logging truck will
enable Company geologists to directly read uranium values in a borehole under
"real time" conditions. A standard logging truck, running a gamma ray probe,
reads all radioactive emitting elements in the hole and does not discriminate
uranium. In the past a core sample would need to be collected and sent to a
laboratory for analysis of uranium before a geologist would know the exact
uranium concentration in a bore hole. A PFN logging truck provides this
information in the field and saves considerable time and money. We expect
completion and delivery of this equipment in December 2007.
Our operational business plan calls for the acquisition of further uranium
exploration properties in Arizona, Colorado, New Mexico, Texas, Utah and
Wyoming. We have developed detailed exploration programs for each claim block
area of interest based on historical data derived from past uranium exploration
by other companies with a mandate to prove or disprove the existence of uranium
resources.
COMPETITION
We operate in a highly competitive industry, competing with other mining and
exploration companies, and institutional and individual investors, which are
actively seeking uranium minerals exploration properties throughout the world
together with the equipment, labour and materials required to exploit such
properties. Many of our competitors have financial resources, staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime minerals
exploration prospects and then exploit such prospects. Competition for the
acquisition of uranium minerals exploration properties is intense, with many
37
properties available in a competitive bidding process in which we may lack
technological information or expertise available to other bidders. Therefore, we
may not be successful in acquiring and developing profitable properties in the
face of this competition. No assurance can be given that a sufficient number of
suitable uranium mineral exploration properties will be available for
acquisition and development.
MATERIAL AGREEMENTS
BRAD MOORE MINERAL ASSET OPTION AGREEMENT
On October 11, 2005, we entered into an Option agreement with Brad A. Moore
giving us the option to acquire certain uranium leases from Mr. Moore in the
State of Texas. In consideration for the Option, to date, we have paid Mr. Moore
cash payments totaling $200,000 and issued 3,000,000 post-forward split shares
of our restricted common stock. On April 11, 2007, we issued the remaining
750,000 post-forward split shares of our restricted common stock under the terms
of the agreement. Title to the properties to be acquired transfered upon payment
of all remaining stock required under the Option.
ANTHONY EMPLOYMENT AGREEMENT
On February 15, 2006, our Board of Directors authorized and approved the
execution of the "Anthony Employment Agreement". On July 1, 2006, our Board of
Directors approved an amendment to the Anthony Employment Agreement extending
the initial term to July 1, 2008. Pursuant to the terms and provisions of the
Anthony Employment Agreement, as amended: (i) Mr. Anthony shall provide duties
to us commensurate with his executive position as our Chief Operating Officer
and he will also become a member of our Board of Directors; (ii) we shall pay to
Mr. Anthony a monthly fee of $10,000 to October 1, 2006, when the monthly fee
paid to Mr. Anthony increased to $12,500 through February 28, 2007, when an
additional increase to $13,750 was approved by our Board of Directors; (iii) we
granted an aggregate of 250,000 pre-forward split stock options to Mr. Anthony
to purchase shares of our restricted common stock at $0.50 per share for a
ten-year term; and (iv) the Anthony Employment Agreement may be terminated
without cause by either of us by providing prior written notice of the intention
to terminate at least 90 days (in the case of our company after the initial
term) or 30 days (in the case of Mr. Anthony) prior to the effective date of
such termination. See "Item 9. Directors, Executive Officers, Promoters, Control
Person and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act", "Item 10. Executive Compensation" and "Item 12 Certain Relationships and
Related Transactions and Director Independence."
ADNANI EXECUTIVE SERVICES AGREEMENT
On July 1, 2006, our Board of Directors authorized and approved the execution of
the "Adnani Executive Services Agreement", which was extended by way of letter
agreement dated July 1, 2007. The initial term of the agreement is now two years
expiring on July 1, 2009. Pursuant to the terms and provisions of the Adnani
Executive Services Agreement: (i) Mr. Adnani shall continue to provide duties to
us commensurate with his current executive positions as our President and Chief
Executive Officer; (ii) we shall pay to Mr. Adnani a monthly fee of $10,000 to
December 31, 2006, when the monthly fee paid to Mr. Adnani increased to $12,500
through June 30, 2007, when an additional increase to $13,750 was approved by
our Board of Directors; (iii) we confirmed the previous granting of his existing
pre-forward split stock options; and (iv) the Adnani Executive Services
Agreement may be terminated without cause by either of us by providing prior
written notice of the intention to terminate at least 90 days (in the case of
our company after the initial term) or 30 days (in the case of Mr. Adnani) prior
to the effective date of such termination. See "Item 9. Directors, Executive
Officers, Promoters, Control Person and Corporate Governance; Compliance with
Section 16(a) of the Exchange Act", "Item 10. Executive Compensation" and "Item
12 Certain Relationships and Related Transactions and Director Independence."
OPTION TO PURCHASE ASSETS AGREEMENT
On July 27, 2006, we entered into an option to purchase assets (the "Option")
with High Plains Uranium Inc. ("High Plains"), pursuant to which we agreed to
sell a portion of our unencumbered database which consisted of 813 mobile drill
logs (e-logs and lithlogs), 242 Moore Energy logs and certain drill hole
location maps, reserve calculations, survey data and core analyses
(collectively, the "Cadena Database"). In accordance with the terms and
provisions of the Option: (i) High Plains shall within 30 calendar days (the
"Option Period") pay us a non-refundable cash payment in the aggregate amount of
38
$150,000, with an initial option payment of $25,000 which was received on the
date of execution of the Option and the final option payment of $125,000 on or
before the end of the Option Period, which $125,000 we have received as of the
date of this Annual Report; (ii) High Plains shall issue to us 333,333 shares of
their common stock; and (iii) High Plains shall pay a 1.0% royalty to the
Company of the gross proceeds from the sale of uranium or substance derived from
a specified area within the Option.
On January 19, 2007, High Plains Uranium Inc. ("HPU") completed a business
combination agreement with Energy Metals Corp. ("EMC"), a listed Canadian
reporting company. As a result, the 333,333 shares of HPU were exchanged for
53,763 shares of EMC. On August 10, 2007 Uranium One Inc. ("UOI"), a Canadian
based public company listed on the Toronto Stock Exchange, completed an
acquisition of all of the issued and outstanding shares of Energy Metals
Corporation ("EMC"). As a result, the 53,763 shares of EMC were exchanged on a
1.15:1 basis and the Company received 61,827 shares of UOI. As of the date of
this report the 61,827 shares of UOI had a fair market value of $690,608.
EPOCH FINANCIAL CONSULTING AGREEMENT
On February 1, 2007, we entered into a financial consulting agreement with Epoch
Financial Group, Inc. ("Epoch") for a twelve-month term (the "Epoch Financial
Consulting Agreement"). In accordance with the terms and provisions of the Epoch
Financial Consulting Agreement: (i) Epoch will disseminate our news releases,
investor packages, research reports and corporate and industry sector materials;
(ii) Epoch will promote investor awareness to the investment community; (iii)
Epoch will arrange meetings with industry sector analysts, stock brokers and
portfolio managers; and (iv) we will pay Epoch a monthly fee of $6,500 and issue
to Epoch an aggregate of 2,500 restricted common shares per month.
HOLLEY OPTION AGREEMENT
On March 28, 2007, we entered into the Holley Option granting us the option to
acquire certain mineral property leases, which are located in the States of
Colorado, New Mexico, and Utah, together with certain historical database
records for total consideration of $1,594,690. Under the terms of the Holley
Option, and in order to maintain our option to acquire the assets, we are
required to make the following option price payments totaling $1,500,000 to the
order and direction of the Holley Option holders in the following manner:
a) an initial payment of $25,000 on the execution date (paid);
b) a payment of $100,000 on March 28, 2007 (paid);
c) a payment of $475,000 on or before April 27, 2007 (paid);
d) a further payment of $500,000 on or before April 27, 2008; and
e) a final payment of $400,000 on or before April 27, 2009.
Upon execution of the Holley Option we also reimbursed the Holley Option holders
approximately $95,000 for prior regulatory property payments having been made to
the New Mexico Bureau of Land Management. In addition, we will be required to
pay a royalty of 2% or 3% of the gross proceeds received from the sale of any
uranium or vanadium produced in relation to any mineral claim covered under the
Holley Option and, at any time during the option period or thereafter, we may
elect to purchase the royalty interest at a base cost of $300,000 for each 1%
royalty interest we wish to acquire.
CIBOLA RESOURCES LLC
On April 27, 2007, with a reference date of April 26, 2007, the Company entered
into a joint venture with NEI, a Wyoming corporation, in connection with the
exploration of a property covering 6,717 acres located in Cibola County, New
Mexico (the "Property"), for uranium resources. In connection with the joint
venture, Cibola Resources, a limited liability company under the laws of the
State of Delaware, was formed to undertake the exploration activities as
contemplated by the parties.
NEI acquired a ten year mining lease (the "Lease") to the Property from La
Merced del Pueblo de Cebolleta, a private entity that has the authority over the
natural resources of the Property, pursuant to a Mining Lease and Agreement
39
between Cebolleta and NEI effective April 6, 2007 (the "Mining Lease
Agreement"), and has contributed the Lease to Cibola Resources. Terms of the
Lease provide for:
a) $2,000,000 six months from April 14, 2007, the effective date of
the original agreement ($980,000, representing our 49% interest
was paid on October 4, 2007);
b) $500,000 representing an advanced royalty, every 12 months from
the effective date of the original agreement until uranium
production begins (to be deducted from any royalties paid in that
same year);
c) $1.00 per pound upon an independent mining engineering firm's
completion of a feasibility study and all prior payments made to
Cebolleta will be credited to the recoverable reserve payment;
d) 4.50% to 8.00% production royalty payments depending upon the
uranium sale price; and
e) $30,000 per year towards a scholarship fund.
We are required to contribute 49% of the aforementioned payments in order to
retain our interest in the joint venture.
OBARA BUILDERS CONSULTING SERVICES AGREEMENT
On August 15 2007, with an effective date of July 1, 2007, our Board of
Directors authorized and approved the execution of the "Obara Builders Executive
Services Agreement". The initial term of the agreement is two years expiring on
July 1, 2009. Pursuant to the terms and provisions of the Obara Builders Ltd.
Consulting Services Agreement: (i) Mr. Obara shall continue to provide duties to
us commensurate with his current executive positions as our Secretary,
Treasurer, Chief Financial Officer and Principal Accounting Officer; (ii) we
shall pay to Obara Builders Ltd., a private company controlled by Pat Obara, a
monthly fee of CAD $10,000; (iii) we approved the granting of stock options from
time to time at such fair market exercise price or prices per Option Share as
may be determined by our Board of Directors; and (iv) the Obara Builders Ltd.
Consulting Services Agreement may be terminated without cause by either of us by
providing prior written notice of the intention to terminate at least 90 days
(in the case of our company after the initial term) or 30 days (in the case of
Mr. Obara) prior to the effective date of such termination. See "Item 9.
Directors, Executive Officers, Promoters, Control Person and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act", "Item 10.
Executive Compensation" and "Item 12 Certain Relationships and Related
Transactions and Director Independence."
CONSULTING AGREEMENTS
On March 29, 2007, we entered into a consulting services agreement for a period
of six months (the "Consulting Agreement"). In accordance with the terms and
provisions of the Consulting Agreement: (i) the consultant will provide advice
on public and investor relations related matters and will arrange to generate a
substantial interest for the Company in major European equity markets,
specifically in Germany and Switzerland as well as provide introductions to the
consultant's investor's network, potential private investors and investment
advisors and various journalists of leading press agencies in Germany; (ii) we
paid a retainer of approximately (euro)209,000 ($286,644 US); and (iii) we will
pay a final installment of approximately (euro)91,178 ($125,050 US) due 90 days
from the date of execution of the Consulting Agreement.
On April 6, 2007, we entered into a 12-month consulting services agreement
valued at $10,000 per month. The consultant will provide representation before
the executive and legislative branches of the federal government and state
governments in addition to providing consulting services on political matters.
On September 15, 2007, we entered into a three month consulting services
agreement valued at approximately (euro)84,000 ($116,633 US). Under the terms of
the agreement we paid a retainer of approximately (euro)55,000 ($76,367 US) and
will pay two additional installments of approximately (euro)10,000 ($13,885 US)
each 30 and 60 days from the date of the agreement, respectively. Additionally,
we will pay a service fee of approximately (euro)3,000 ($4,165 US) per month
during the three month term. The consultant's duties are to: (a) consult with
and assist the Company in developing and implementing appropriate plans and
means for presenting the Company and its business plans, strategy and personnel
to the financial community, establishing an image for the Company in the
financial community and creating the foundation for subsequent financial public
relations efforts; (b) introduce the Company to the financial community and
including, but not limited to, retail brokers, buy side and sell side
institutional managers, portfolio managers, analysts and financial public
relations professionals; (c) with the cooperation of the Company, maintain an
40
awareness during the continuance of the agreement of the Company's plans,
strategy and personnel, as they may evolve during such period, and consult and
assist the Company in communicating appropriate information regarding such
plans, strategy and personnel to the financial community; (d) assist and consult
with the Company with respect to its (i) relations with stockholders, (ii)
relations with brokers, dealers, analysts and other investment professionals and
(iii) financial public relations generally; (e) perform the functions generally
assigned to stockholder relations and public relations departments in major
corporations and including, without limitation, responding to telephone and
written inquiries; (f) upon and with the Company's direction and written
approval, disseminate information regarding the Company to shareholders,
brokers, dealers, other investment community professionals and the general
investing public; (g) upon and with the Company's direction, conduct meetings,
in person or by telephone, with brokers, dealers, analysts and other investment
professionals to communicate with them regarding the Company's plans, goals and
activities, and assist the Company in preparing for press conferences and other
forums involving the media, investment professionals and the general investment
public; (h) at the Company's request, review business plans, strategies, mission
statements budgets, proposed transactions and other plans for the purpose of
advising the Company of the public relations implications thereof; and (i)
otherwise perform as the Company's consultant for public relations and relations
with financial professionals as may be directed by the Company from time to time
during the continuance of the agreement throughout the Continent of Europe.
KEY EMPLOYEES
Amir Adnani is our President and Chief Executive Officer, Pat Obara is our Chief
Financial Officer and Harry L. Anthony is our Chief Operating Officer. These
individuals are primarily responsible for all our day-to-day operations. Other
services are provided by outsourcing to consultants with special purpose
contracts. We currently employee 23 persons on a full time basis and contract
with approximately twelve individuals on a full time basis for ongoing services
provided to us.
RISK FACTORS
An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in evaluating our company and its business before
purchasing shares of our common stock. Our business, operating results and
financial condition could be seriously harmed due to any of the following risks.
The risks described below are all of the material risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also impair our business operations. You could lose all or part of your
investment due to any of these risks.
RISKS RELATED TO OUR BUSINESS
WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.
We will require significant additional financing in order to continue our
exploration activities and our assessment of the commercial viability of our
mineral properties. Furthermore, if the costs of our planned exploration
programs are greater than anticipated, we may have to seek additional funds
through public or private share offerings or arrangements with corporate
partners. There can be no assurance that we will be successful in our efforts to
raise these require funds, or on terms satisfactory to us. The continued
exploration of our mineral properties and the development of our business will
depend upon our ability to establish the commercial viability of our mineral
properties and to ultimately develop cash flow from operations and reach
profitable operations. We currently are in the exploration stage and we have no
revenue from operations and we are experiencing significant negative cash flow.
Accordingly, the only other sources of funds presently available to us are
through the sale of equity. We presently believe that debt financing will not be
an alternative to us as all of our properties are in the exploration stage.
Alternatively, we may finance our business by offering an interest in our
mineral properties to be earned by another party or parties carrying out further
exploration and development thereof or to obtain project or operating financing
from financial institutions, neither of which is presently intended. If we are
unable to obtain this additional financing, we will not be able to continue our
exploration activities and our assessment of the commercial viability of our
mineral properties. Further, if we are able to establish that development of our
mineral properties is commercially viable, our inability to raise additional
financing at this stage would result in our inability to place our mineral
properties into production and recover our investment.
41
As our mineral properties do not contain any reserves or any known body of
economic mineralization, we may not discover commercially exploitable quantities
of ore on our mineral properties that would enable us to enter into commercial
production, achieve revenues and recover the money we spends on exploration.
Our properties do not contain reserves in accordance with the definitions
adopted by the US Securities and Exchange Commission (the "SEC") and there is no
assurance that any exploration programs that we out will establish reserves. All
of our mineral properties are in the exploration stage as opposed to the
development stage and has no known body of economic mineralization. The known
mineralization at these projects has not yet been determined to be economic ore,
and may never be determined to be economic. We plan to conduct further
exploration activities on our mineral properties, which future exploration may
include the completion of feasibility studies necessary to evaluate whether a
commercial mineable orebody exists on any of our mineral properties. There is a
substantial risk that these exploration activities will not result in
discoveries of commercially recoverable quantities of ore. Any determination
that our properties contain commercially recoverable quantities of ore may not
be reached until such time that final comprehensive feasibility studies have
been concluded that establish that a potential mine is likely to be economic.
There is a substantial risk that any preliminary or final feasibility studies
carried out by us will not result in a positive determination that our mineral
properties can be commercially developed.
OUR EXPLORATION ACTIVITIES ON OUR MINERAL PROPERTIES MAY NOT BE COMMERCIALLY
SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO DEVELOP THE PROPERTY AND
ITS INVESTMENTS IN EXPLORATION.
Our long-term success depends on its ability to establish commercially
recoverable quantities of ore on our mineral properties that can then be
developed into commercially viable mining operations. Mineral exploration is
highly speculative in nature, involves many risks and is frequently
non-productive. These risks include unusual or unexpected geologic formations,
and the inability to obtain suitable or adequate machinery, equipment or labor.
The success of uranium exploration is determined in part by the following
factors:
a) identification of potential uranium mineralization based on
superficial analysis;
b) availability of government-granted exploration permits;
c) the quality of management and geological and technical expertise;
and
d) the capital available for exploration.
Substantial expenditures are required to establish proven and probable reserves
through drilling and analysis, to develop metallurgical processes to extract
metal, and to develop the mining and processing facilities and infrastructure at
any site chosen for mining. Whether a mineral deposit will be commercially
viable depends on a number of factors, which include, without limitation, the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure; metal prices, which fluctuate widely; and government
regulations, including, without limitation, regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of minerals and
environmental protection. We may invest significant capital and resources in
exploration activities and abandon such investments if it is unable to identify
commercially exploitable mineral reserves. The decision to abandon a project may
reduce the trading price of our common stock and impair our ability to raise
future financing. We cannot provide any assurance to investors that we will
discover or acquire any mineralized material in sufficient quantities on any of
our properties to justify commercial operations. Further, we will not be able to
recover the funds that we spend on exploration if we are not able to establish
commercially recoverable quantities of ore on our mineral properties.
OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY.
In considering whether to invest in our common stock, you should consider that
our inception was May 16, 2003 and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance.
WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE WILL BE
PROFITABLE IN THE FUTURE.
42
We have a history of operating losses, expect to continue to incur losses, and
may never be profitable, and we must be considered to be in the exploration
stage. Further, we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements. As of July 31, 2007, we had an
accumulated deficit of $33,163,154 and had incurred losses of approximately
$16,193,375 during the seven months ended July 31, 2007. Further, we do not
expect positive cash flow from operations in the near term. There is no
assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that: (i) the costs
to acquire additional uranium exploration claims are more than we currently
anticipate; (ii) exploration and or future potential mining costs for additional
claims increase beyond our expectations; or (iii) we encounter greater costs
associated with general and administrative expenses or offering costs.
OUR PARTICIPATION IN AN INCREASINGLY LARGER NUMBER OF URANIUM MINERALS
EXPLORATION PROSPECTS HAS REQUIRED AND WILL CONTINUE TO REQUIRE SUBSTANTIAL
CAPITAL EXPENDITURES.
The uncertainty and factors described throughout this section may impede our
ability to economically discover, acquire, develop and/or exploit uranium
prospects. As a result, we may not be able to achieve or sustain profitability
or positive cash flows from operating activities in the future.
The financial statements for seven months ended July 31, 2007 have been prepared
"assuming that the Company will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business. Our ability to continue as a going concern is
dependent on raising additional capital to fund our operations and ultimately on
generating future profitable operations. There can be no assurance that we will
be able to raise sufficient additional capital or eventually have positive cash
flow from operations to address all of our cash flow needs. If we are not able
to find alternative sources of cash or generate positive cash flow from
operations, our business and shareholders will be materially and adversely
affected. See "Item 6. Management's Discussion And Analysis or Plan of Operation
- Going Concern."
WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.
Based upon our historical losses from operations, we will require additional
funding in the future. If we cannot obtain capital through financings or
otherwise, our ability to execute our exploration programs will be greatly
limited. Our current plans require us to make capital expenditures for the
exploration of our minerals exploration properties. Historically, we have funded
our operations through the issuance of equity and short-term debt financing
arrangements. We may not be able to obtain additional financing on favorable
terms, if at all. Our future cash flows and the availability of financing will
be subject to a number of variables, including potential production and the
market prices of uranium. Further, debt financing could lead to a diversion of
cash flow to satisfy debt-servicing obligations and create restrictions on
business operations. If we are unable to raise additional funds, it would have a
material adverse effect upon our operations.
AS PART OF OUR GROWTH STRATEGY, WE INTEND TO ACQUIRE ADDITIONAL MINERALS
EXPLORATION PROPERTIES.
Such acquisitions may pose substantial risks to our business, financial
condition, and results of operations. In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties. Even if we are successful in acquiring
additional properties, some of the properties may not produce positive results
of exploration, or we may not complete exploration of such prospects within
specified time periods which may cause the forfeiture of the lease of that
prospect. There can be no assurance that we will be able to successfully
integrate acquired properties, which could result in substantial costs and
delays or other operational, technical, or financial problems. Further,
acquisitions could disrupt ongoing business operations. If any of these events
occur, it would have a material adverse effect upon our operations and results
from operations.
WE ARE A NEW ENTRANT INTO THE URANIUM MINERALS EXPLORATION AND DEVELOPMENT
INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY.
Since inception, our activities have been limited to organizational efforts,
obtaining working capital and acquiring and developing a very limited number of
properties. As a result, there is limited information regarding production or
revenue generation. As a result, our future revenues may be limited. The
business of minerals exploration and development is subject to many risks and if
43
uranium is found in economic quantities, the potential profitability of future
possible uranium mining ventures depends upon factors beyond our control. The
potential profitability of mining uranium properties if economic quantities of
uranium are found is dependent upon many factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights; (ii) geological problems; (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) accidents; (vii) delays in the receipt of or failure to receive
necessary government permits; (viii) delays in transportation; (ix) labor
disputes; (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.
THE RISKS ASSOCIATED WITH EXPLORATION AND DEVELOPMENT AND, IF APPLICABLE, MINING
COULD CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL DAMAGE, DELAYS IN MINING,
MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.
We are not currently engaged in mining operations because we are in the
exploration phase and have not yet any proved uranium reserves. We carry
property and liability insurance, but cost effective insurance contains
exclusions and limitations on coverage and may be unavailable in some
circumstances.
THE URANIUM EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS
NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE LEASES.
The uranium exploration and mining industry is intensely competitive, and we
compete with other companies that have greater resources. Many of these
companies not only explore for and produce uranium, but also market uranium and
other products on a regional, national or worldwide basis. These companies may
be able to pay more for productive uranium properties and exploratory prospects
or define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, these
companies may have a greater ability to continue exploration activities during
periods of low uranium market prices. Our larger competitors may be able to
absorb the burden of present and future federal, state, local and other laws and
regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties and to
discover productive prospects in the future will be dependent upon our ability
to evaluate and select suitable properties and to consummate transactions in a
highly competitive environment. In addition, because we have fewer financial and
human resources than many companies in our industry, we may be at a disadvantage
in bidding for exploratory prospects and producing uranium properties.
THE MARKETABILITY OF NATURAL RESOURCES MAY BE AFFECTED BY NUMEROUS FACTORS
BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON
INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.
The marketability of natural resources which may be acquired or discovered by us
may be affected by numerous factors beyond our control. These factors include
macroeconomic factors, market fluctuations in commodity pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of uranium and environmental protection regulations. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.
URANIUM MINING OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION, WHICH MAY
CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS OPERATIONS.
If economic quantities of uranium are found on any lease owned by us in
sufficient quantities to warrant uranium mining operations, such mining
operations are subject to federal, state, and local laws relating to the
protection of the environment, including laws regulating removal of natural
resources from the ground and the discharge of materials into the environment.
Uranium mining operations are also subject to federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of mining methods and equipment. Various permits from government
bodies are required for mining operations to be conducted; no assurance can be
given that such permits will be received. Environmental standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
44
those anticipated, thus resulting in an adverse effect on us. Additionally, we
may be subject to liability for pollution or other environmental damages which
we may elect not to insure against due to prohibitive premium costs and other
reasons. To date we have not been required to spend material amounts on
compliance with environmental regulations. However, we may be required to do so
in future and this may affect our ability to expand or maintain our operations.
URANIUM MINERALS EXPLORATION AND DEVELOPMENT AND MINING ACTIVITIES ARE SUBJECT
TO CERTAIN ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE
COMMENCEMENT OR CONTINUANCE OF OUR OPERATIONS.
Uranium minerals exploration and development and future potential uranium mining
operations are or will be subject to stringent federal, state, provincial, and
local laws and regulations relating to improving or maintaining environmental
quality. Our global operations are also subject to many environmental protection
laws. Environmental laws often require parties to pay for remedial action or to
pay damages regardless of fault. Environmental laws also often impose liability
with respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.
Future potential uranium mining operations and current exploration activities
are or will be subject to extensive laws and regulations governing prospecting,
development, production, exports, taxes, labour standards, occupational health,
waste disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Uranium mining is also subject to risks and liabilities associated with
pollution of the environment and disposal of waste products occurring as a
result of mineral exploration and production. Compliance with these laws and
regulations will impose substantial costs on us and will subject us to
significant potential liabilities.
COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE ARE EXPECTED TO
INCREASE WITH THE INCREASING SCALE AND SCOPE OF OPERATIONS AND WE EXPECT THESE
COSTS MAY INCREASE IN THE FUTURE.
We believe that our operations comply, in all material respects, with all
applicable environmental regulations. However, we are not fully insured at the
current date against possible environmental risks.
ANY CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.
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 be changed, applied or interpreted in a
manner which will fundamentally alter our ability to carry on business. The
actions, policies or regulations, or changes thereto, of any government body or
regulatory agency, or other special interest groups, may have a detrimental
effect on us. Any or all of these situations may have a negative impact on our
ability to operate and/or our profitably.
WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR CONSULTANTS OR RECRUIT ADDITIONAL
QUALIFIED PERSONNEL.
Our extremely limited personnel means that we would be required to spend
significant sums of money to locate and train new employees in the event any of
our employees resign or terminate their employment with us for any reason. Due
to our limited operating history and financial resources, we are entirely
dependent on the continued service of Amir Adnani, our President, Chief
Executive Officer, Principal Executive Officer and a director, Pat Obara, our
Secretary, Treasurer, Chief Financial Officer, and Principal Accounting Officer,
and Harry L. Anthony, our Chief Operating Officer and a director. Further, we do
not have key man life insurance on any of these individuals. We may not have the
financial resources to hire a replacement if any of our officers were to die.
The loss of service of any of these employees could therefore significantly and
adversely affect our operations.
OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.
Some of our directors serve only part time and are subject to conflicts of
interest. Some directors may devote part of his working time to other business
endeavors, including consulting relationships with other corporate entities, and
has responsibilities to these other entities. Such conflicts include deciding
how much time to devote to our affairs, as well as what business opportunities
45
should be presented to us. Because of these relationships, our directors may be
subject to conflicts of interest.
NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM
CERTAIN TYPES OF LAWSUITS.
Nevada law provides that our officers and directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other circumstances.
RISKS RELATED TO OUR COMMON STOCK
Sales of a substantial number of shares of our common stock into the public
market by certain stockholders may result in significant downward pressure on
the price of our common stock and could affect your ability to realize the
current trading price of our common stock.
SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC MARKET
BY CERTAIN STOCKHOLDERS COULD CAUSE A REDUCTION IN THE MARKET PRICE OF OUR
COMMON STOCK.
As of the date of this Annual Report, we have 37,612,088 shares of common stock
issued and outstanding. Of the total number of issued and outstanding shares of
common stock, certain stockholders are able to resell up to 3,653,583, 5,091,000
and 8,160,000 shares of our common stock pursuant to three separate SB-2
registration statements declared effective on December 5, 2005, October 20,
2006, and June 15, 2007, respectively. As a result of these registration
statements, an aggregate of 16,904,583 shares of our common stock were issued
and are available for immediate resale which could have an adverse effect on the
price of our common stock.
As of the date of this Annual Report, there are 17,539,087 outstanding shares of
our common stock that are restricted securities as that term is defined in Rule
144 under the Securities Act. Although the Securities Act and Rule 144 place
certain prohibitions on the sale of restricted securities, restricted securities
may be sold into the public market under certain conditions. Further, as of the
date of this Annual Report, there are an aggregate of 3,832,500 stock options
outstanding and an aggregate of 4,009,998 share purchase warrants outstanding.
See "Item 5. Market for Common Equity and Related Stockholder Matters."
Any significant downward pressure on the price of our common stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock.
THE TRADING PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD HAS BEEN AND MAY
CONTINUE TO FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY
RESELLING THEIR SHARES.
Our common stock commenced trading on December 5, 2005 on the OTC Bulletin Board
and the trading price has fluctuated. In addition to volatility associated with
Bulletin Board securities in general, the value of your investment could decline
due to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our discovery or development
efforts; (ii) failure to meet our revenue or profit goals or operating budget;
(iii) decline in demand for our common stock; (iv) downward revisions in
securities analysts' estimates or changes in general market conditions; (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations; (vii) investor perception of our industry
or our prospects; and (viii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.
46
ADDITIONAL ISSUANCES OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR EXISTING
STOCKHOLDERS.
Our Articles of Incorporation authorize the issuance of 750,000,000 shares of
common stock. The Board of Directors has the authority to issue additional
shares of our capital stock to provide additional financing in the future and
the issuance of any such shares may result in a reduction of the book value or
market price of the outstanding shares of our common stock. If we do issue any
such additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other stockholders. As a result
of such dilution, if you acquire shares of our common stock, your proportionate
ownership interest and voting power could be decreased. Further, any such
issuances could result in a change of control.
OUR COMMON STOCK IS CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES WHICH LIMITS
THE MARKET FOR OUR COMMON STOCK.
Because the market price of our common stock has fluctuated and may trade at
times at less than $5 per share, the common stock may be classified as a "penny
stock." SEC Rule 15g-9 under the Exchange Act imposes additional sales practice
requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as an "established customer" or
an "accredited investor." This includes the requirement that a broker-dealer
must make a determination that investments in penny stocks are suitable for the
customer and must make special disclosures to the customers concerning the risk
of penny stocks. Many broker-dealers decline to participate in penny stock
transactions because of the extra requirements imposed on penny stock
transactions. Application of the penny stock rules to our common stock reduces
the market liquidity of our shares, which in turn affects the ability of holders
of our common stock to resell the shares they purchase, and they may not be able
to resell at prices at or above the prices they paid.
A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.
A decline in the price of our common stock could result in a reduction in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations. Because our operations to date have been principally
financed through the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and our continued
operations. A reduction in our ability to raise equity capital in the future
would have a material adverse effect upon our business plan and operations,
including our ability to continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.
A MAJORITY OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES, WITH THE
RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE WITHIN THE UNITED
STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS OR OFFICERS.
A majority 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 the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian court predicated upon the
civil liability provisions of the securities laws of the United States.
ITEM 2. DESCRIPTION OF PROPERTY
We own 15.19 acres of real estate located in Goliad county, Texas. Our
registered office is located at 9801 Anderson Mill Road, Suite 230, Austin Texas
78750. We have entered into office rental and service agreements as follows:
a) We have a one year lease at $2,948 per month for our Texas
corporate office at 9801 Anderson Mill Road, Suite 230, Austin,
Texas 78750, which expires on April 30, 2008;
47
b) We have a one year lease at $450 per month for our Goliad project
office at 104 East Franklin, Suite 142, Goliad, Texas 77963, which
expires on June 1, 2008;
c) We have a one year lease at $1,500 per month for our Texas
exploration office at 100 East Kleberg Street, Suite 210,
Kingsville, Texas 78364, which expires on June 14, 2008;
d) We have a two year lease at $2,446 per month for our New Mexico
exploration office at 6100 Indian School NE, Suite 225,
Albuquerque, New Mexico 87110, which expires on February 28, 2009;
e) We have a two year lease at $946 per month for our Wyoming
exploration office at 232 East 2nd Street, Suite 203, Casper,
Wyoming 82601, which expires on May 31, 2009;
f) We have a two year lease at $1,154 per month for our Texas
district office at 400 Mann Street, Suite 900, Corpus Christi,
Texas 78401, which expires on July 31, 2009; and
g) We rent office space at 1111 West Hasting Street, Suite 320,
Vancouver, B.C., Canada V6E 2J3, for our corporate administration
office. There is no lease commitment and rent and expenses are
paid on a month to month basis.
ITEM 3. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Annual Report, no director, officer or affiliate is: (i) a
party adverse to us in any legal proceeding; or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During seven months ended July 31, 2007, and through the date of this Annual
Report, no matters were submitted to our shareholders for approval.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET FOR COMMON EQUITY
Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "URME:OB" on December 5, 2005. On September 28, 2007 shares of our common
stock commenced trading on the American Stock Exchange under the symbol "UEC".
The market for our common stock is limited, and can be volatile. The following
table sets forth the high and low bid prices relating to our common stock on a
quarterly basis for the periods indicated as quoted by the OTC Bulletin Board
stock market. These quotations reflect inter-dealer prices without retail
mark-up, mark-down, or commissions, and may not reflect actual transactions.
________________________________________________________________________________
PERIOD ENDED HIGH BID LOW BID
________________________________________________________________________________
July 31, 2007 $4.20 $3.11
June 30, 2007 $7.54 $3.71
March 31, 2007 $9.35 $2.80
December 31, 2006 $3.58 $2.67
September 30, 2006 $3.25 $1.72
June 30, 2006 $4.85 $2.00
March 31, 2006 $7.33 $0.83
December 31, 2005 $Nil $Nil
________________________________________________________________________________
As of .the date of this Annual Report we had 64 registered shareholders.
DIVIDEND POLICY
No dividends have been declared or paid on our common stock. We have incurred
recurring losses and do not currently intend to pay any cash dividends in the
foreseeable future.
48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS
We have one equity compensation plan, the Uranium Energy Corp. 2006 Stock
Incentive Plan (the "2006 Plan"). The table set forth below presents information
relating to our equity compensation plans as of the date of this Annual Report:
______________________________________________________________________________________________________________________
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE FOR
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND EQUITY COMPENSATION PLANS
PLAN CATEGORY WARRANTS AND RIGHTS (A) RIGHTS (B) (EXCLUDING (A))
______________________________________________________________________________________________________________________
Equity Compensation Plans 3,832,500 $ 1.44 1,760,000
Approved by Security Holders
(2006 Stock Incentive Plan)
Equity Compensation Plans Not
Approved by Security Holders
(*) 4,009,998 $ 2.66 Nil
______________________________________________________________________________________________________________________
2006 STOCK INCENTIVE PLAN
On December 19, 2005, our Board of Directors authorized and approved the
adoption of the 2005 Stock Option Plan effective December 19, 2005. On October
10, 2006, we adopted the 2006 Stock Incentive Plan (the "2006 Plan") in place of
the 2005 Stock Option Plan, under which an aggregate of 10,000,000 of our shares
may be issued. All securities issued under the 2005 Stock Option Plan are
covered by the 2006 Plan.
The purpose of the 2006 Plan is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and eligible
consultants to acquire and maintain stock ownership in order to give these
persons the opportunity to participate in our growth and success, and to
encourage them to remain in our service.
The 2006 Plan is to be administered by our Board of Directors or a committee
appointed by and consisting of two or more members of the Board of Directors,
which shall determine, among other things: (i) the persons to be granted awards
under the 2006 Plan; (ii) the number of shares or amount of other awards to be
granted; and (iii) the terms and conditions of the awards granted. We may issue
restricted shares, options, stock appreciation rights, deferred stock rights,
dividend equivalent rights, among others, under the 2006 Plan.
An award may not be exercised after the termination date of the award and may be
exercised following the termination of an eligible participant's continuous
service only to the extent provided by the administrator under the 2006 Plan. If
the administrator under the 2006 Plan permits a participant to exercise an award
following the termination of continuous service for a specified period, the
award terminates to the extent not exercised on the last day of the specified
period or the last day of the original term of the award, whichever occurs
first. In the event an eligible participant's service has been terminated for
"cause", he or she shall immediately forfeit all rights to any of the awards
outstanding. The 2006 Plan is subjective to approval by our shareholders within
12 months from the date of adoption of the 2006 Plan by our Board of Directors.
During seven months ended July 31, 2007 and through the date of this Annual
Report, we granted an aggregate of 1,030,000 stock options at exercise prices
ranging from $3.30 per share to $5.70 per share. During the same period, a total
of 995,000 stock options were exercised at varying exercise prices resulting in
the receipt of aggregate proceeds of $745,000.
COMMON STOCK PURCHASE WARRANTS
As of the date of this Annual Report, there are an aggregate of 4,009,998 common
stock purchase warrants issued and outstanding. During the seven months ended
July 31, 2007, and through the date of this Annual Report, we issued an
aggregate 159,998 common stock purchase warrants. The warrants to purchase
shares of common stock and the shares of common stock underlying the warrants
49
were issued in private placements, and related to private placements as follows:
(i) on January 3, 2007, we issued 100,000 warrants to acquire up to 100,000
shares at an exercise price of $3.00 per share until the latter of (a) 18 months
from the date of issuance or (b) nine months commencing from the effective date
of the pending Registration Statement (the "January 2007 Warrants"), and (ii) on
June 15, 2007, we issued to certain investors an aggregate of 59,998
non-transferable common share purchase warrants to acquire an equivalent number
of common shares of the Company pursuant to the investors' respective December
22, 2006 private placement subscription agreements with the Company. See " --
Recent Sales of Unregistered Securities."
Pursuant to the terms of a registration statement filed on Form SB-2, SEC File
No. 333-127185 (the "Registration Statement), under the Securities Act, an
aggregate of 2,700,000 shares of common stock underlying certain common stock
purchase warrants, some of which are described above, were registered with an
effective date of June 15, 2007.
During the seven months ended July 31, 2007, a total of 1,283,500 share purchase
warrants have been exercised for aggregate proceeds of $2,908,750.
RECENT SALES OF UNREGISTERED SECURITIES
During the seven months ended July 31, 2007, and through the date of this Annual
Report, to provide capital, we sold stock in private placement offerings, issued
stock in exchange for our debts or pursuant to contractual agreements as set
forth below.
JANUARY 2007 PRIVATE PLACEMENT OFFERING
On January 3, 2007, we closed a private placement offering (the "January 2007
Private Placement Offering"), whereby we issued an aggregate of 200,000 units at
a price of $2.50 per unit (the "January 2007 Units"). Each January 2007 Unit
consists of one share of common stock and one-half of one warrant (the "January
2007 Warrant"). We agreed to file a registration statement with the SEC in
accordance with the requirements of the Securities Act in order to register the
resale by the investors of the shares issued and the shares issuable upon
exercise of the January 2007 Warrants. Each whole January 2007 Warrant entitles
the holder to purchase one share of common stock at an exercise price of $3.00
per share during the period commencing on the date of issuance and ending on the
day which is the latter of: (i) 18 months from the date of issuance; or (ii)
nine months commencing from the effective date of the registration statement.
The January 2007 Private Placement Offering was completed in reliance of Rule
506 of Regulation D of the Securities Act, with respect to investors in the
United States, and in reliance of Rule 903 of Regulation S of the Securities
Act, with respect to those investors who were not "U.S. Persons", within the
meaning of Regulation S, and who were otherwise outside of the United States.
Sales to United States investors pursuant to Rule 506 of Regulation D were
limited to investors who qualified as "accredited investors" within the meaning
of Rule 501(a) of Regulation D.
The per share price of these offerings was arbitrarily determined by our Board
of Directors based upon analysis of certain factors including, but not limited
to, stage of development, industry status, investment climate, perceived
investment risks, our assets and net estimated worth. We issued Units to
investors who are non-U.S. residents. The investors executed subscription
agreements and acknowledged that the securities to be issued have not been
registered under the Securities Act, that they understood the economic risk of
an investment in the securities, and that they had the opportunity to ask
questions of and receive answers from our management concerning any and all
matters related to acquisition of the securities.
We have filed a Registration Statement on Form SB-2 under the Securities Act to
register an aggregate of 8,100,000 shares of our common stock, of which
2,700,000 are shares underlying the respective warrants. The Registration
Statement was declared effective by the SEC on June 15, 2007.
MINERAL ASSET OPTION AGREEMENT
50
On April 11, 2007, we issued an aggregate of 750,000 shares of our restricted
common stock in accordance with the terms and provisions of a mineral asset
Option agreement with Brad Moore dated October 11, 2005. The 750,000 shares
represented the final obligation due towards the completion of the Option
agreement. In accordance with the terms and provisions of the Option agreement,
title to the properties to be acquired was transfer upon payment of all
remaining stock required under the Option. During the Option term we had the
right as operator to conduct or otherwise direct all exploration on the
properties to be acquired.
CONSULTING SERVICES AGREEMENT
On February 1, 2007, we entered into a consulting services agreement which
included an obligation to issue 2,500 shares of our restricted common stock per
month. In accordance with the terms and provisions of the agreement, to date we
have issued a total of 12,500 shares of our restricted common stock. The
issuance of the shares represents the commitment from February 2007 through June
2007.
WARRANTS
On June 15, 2007, we issued to certain investors an aggregate of 59,998
non-transferable common share purchase warrants to acquire an equivalent number
of common shares of the Company pursuant to the investors' respective December
22, 2006 private placement subscription agreements with us. These warrants were
issued as liquidated damages resulting from the Company's delay in not having a
registration statement respecting the investors' securities within the Company
declared effective by the SEC within four months from the original date of
issuance by the Company of the securities underlying the original subscription
agreements. This additional warrant issuance was provided for under the terms of
the original subscription agreements whereby 1/100 of an additional warrant was
issuable to each such investor for each $1.00 in aggregate subscription price
funds paid by the investor to the Company under the private placement and in
respect of each 30 day period (or partial period thereof) of delay of the
aforementioned registration statement effectiveness. Each resulting warrant now
entitles the holder thereof to purchase an additional share of our restricted
common stock under the same terms as the original warrants issued at the closing
of the private placement of December 22, 2006.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with our audited
financial statements as at and for the seven months ended July 31, 2007 and for
the fiscal year ended December 31, 2006 and the related notes. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed above and elsewhere
in this Annual Report, particularly in the section entitled "Risk Factors". Our
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.
We are an exploration stage company and have not generated any revenue and
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
SEVEN MONTHS ENDED JULY 31, 2007 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2006
We are an exploration stage company and net revenues during the seven months
ended July 31, 2007, and fiscal year ended December 31, 2006, were $Nil. Our net
loss for the seven months ended July 31, 2007, was $16,193,375, compared to a
net loss of $14,818,318 during fiscal year ended December 31, 2006.
Operating expenses incurred during the seven months ended July 31, 2007,
increased to $16,719,832 from $14,924,525 incurred during the fiscal year ended
December 31, 2006. The increase is primarily due to the expansion of current
51
operations and the corresponding change in exploration costs associated with the
increased acquisition and development of our uranium properties and related
infrastructure. Significant expenditures and changes are outlined as follows:
a) Consulting fees decreased to $253,026 during the seven months
ended July 31, 2007, from $708,555 during the fiscal year ended
December 31, 2006, due primarily to the shorter reporting period
and decreases in costs relating to investor relations from
unrelated service providers;
b) Consulting fees - stock-based decreased to $704,058 during the
seven months ended July 31, 2007, from $4,665,967 during the
fiscal year ended December 31, 2006, due primarily to a reduction
in the number of stock options issued as compensation to
consultants during the current period;
c) Depreciation increased to $49,562 during the seven months ended
July 31, 2007, from $19,737 during the fiscal year ended December
31, 2006, due to significant investments in property and equipment
during the current fiscal period and the last half of the prior
fiscal year;
d) General and administrative costs decreased to $2,246,054 during
the seven months ended July 31, 2007, from $2,496,900 during the
fiscal year ended December 31, 2006, due to the expansion in
operations and personnel during the current fiscal period which is
offset by the shorter reporting period;
e) Impairment loss on mineral properties increased to $8,267,100
during the seven months ended July 31, 2007, from $3,022,311
during the fiscal year ended December 31, 2006. Current year
acquisition costs that have been written off to impairment include
approximately $1,500,000 relating to Cibola Resources, and
approximately $5,400,000 in stock-based acquisition costs due to
the high valuation of the remaining shares issued pursuant to the
Brad Moore Option agreement;
f) Interest and finance charges increased to $116,396 during the
seven months ended July 31, 2007, from $Nil during the fiscal year
ended December 31, 2006, due to a current period expense realized
on the issuance of warrants resulting from delays in an SB-2
Registration Statement becoming effective;
g) Management fees decreased to $302,697 during the seven months
ended July 31, 2007, from $647,248 during the fiscal year ended
December 31, 2006, due primarily to bonuses paid in the prior year
and the shorter reporting period;
h) Management fees - stock-based increased to $1,774,500 during the
seven months ended July 31, 2007, from $923,253 during the fiscal
year ended December 31, 2006, due to the higher valuation of
options issued as compensation to management during the current
period;
i) Mineral property expenditures increased to $2,453,001 during the
seven months ended July 31, 2007, from $1,693,912 during the
fiscal year ended December 31, 2006, due to the expansion of
exploration activities over the prior period, where exploration
was carried out primarily in the later stages of the year;
j) Professional fees increased to $317,347 during the seven months
ended July 31, 2007, from $315,564 during the fiscal year ended
December 31, 2006, due primarily to increases in audit and review
costs in addition to increases in counsel fees associated with the
growth in the Company's operations, which are offset by the
shorter reporting period; and
k) Wages and benefits - stock-based decreased to $236,213 during the
seven months ended July 31, 2007, from $431,078 during the fiscal
year ended December 31, 2006, due primarily to a reduction in the
number of options issued as compensation to employees during the
current period.
Of the $16,719,832 incurred as operating expenses during the seven months ended
July 31, 2007, an aggregate of $302,697 was incurred payable to certain officers
and directors in management and consulting fees. Of the $302,697: (i) we
incurred to our President and Chief Executive Officer an aggregate of $88,750 in
connection with performance of managerial, administrative and business
development services; (ii) we incurred to our Chief Operating Officer an
aggregate of $93,750 in connection with performance of managerial and
operational services; and (iii) we incurred to our Chief Financial Officer an
aggregate of $51,707 in connection with performance of administrative and
financial services. As of the date of this Annual Report there were no amounts
due and owing to our directors and officers. We also paid $20,745 in consulting
fees and $11,980 in media and website development and hosting fees to private
companies controlled by direct family members of two directors. See "Item 10.
Executive Compensation" and "Item 12. Certain Relationships and Related
Transactions and Director Independence."
52
Interest and other income increased to $331,286 during the seven months ended
July 31, 2007, from $106,207 during the fiscal year ended December 31, 2006, due
to significantly higher cash balances maintained throughout the current period.
Deferred tax benefit increased to $195,171 during the seven months ended July
31, 2007 from $Nil during the fiscal year ended December 31, 2006. The deferred
tax benefit is calculated on the estimated unrealized gain on available-for-sale
securities in the current fiscal period which is reflected in other
comprehensive income.
Our net loss during the seven months ended July 31, 2007, was $16,193,375 or
($0.45) per share, compared to a net loss of $14,818,318 or ($0.56) per share
during the fiscal year ended December 31, 2006. The weighted average number of
shares outstanding was 36,389,384 for the seven months ended July 31, 2007,
compared to 26,342,512 for the fiscal year ended December 31, 2006.
LIQUIDITY AND CAPITAL RESOURCES
SEVEN MONTHS ENDED JULY 31, 2007
At July 31, 2007, we had $9,083,453 in cash and cash equivalents. Generally, we
have financed operations to date through the proceeds of private placements in
addition to stock option and warrant exercises.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
seven months ended July 31, 2007, net cash flows used in operating activities
was $5,295,863, compared to $5,838,523 for the fiscal year ended December 31,
2006. The current period balance consisting primarily of the net loss of
$16,193,375 adjusted by $8,267,100 to eliminate the impairment loss on mineral
properties and by $2,714,771 to eliminate non-cash stock compensation expense.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from the issuance of equity. For the
seven months ended July 31, 2007, net cash flows from financing activities was
$3,712,919, compared to $19,912,749 for the fiscal year ended December 31, 2006.
The current period balance consists of proceeds received from the sale of our
common stock. We completed a private placement financing in January 2007 whereby
we sold an aggregate of 200,000 units at a price of $2.50 per unit for gross
proceeds of $500,000. Additionally, during the seven months ended July 31, 2007,
a total of 995,000 shares of our common stock were issued pursuant to stock
option exercises for aggregate proceeds of $745,000, and a total of 1,297,400
shares of our common stock were issued pursuant to warrant exercises for
aggregate proceeds of $2,943,500.
CASH FLOWS FROM INVESTING ACTIVITIES
For the seven months ended July 31, 2007, our net cash flows used in investing
activities was $2,914,980, compared to $600,009 for the fiscal year ended
December 31, 2006. Investing activities consisted primarily of the acquisition
of mineral properties, including approximately $1,500,000 for our share of
Cibola Resources and approximately $700,000 for the Holley acquisition.
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
PLAN OF OPERATIONS AND FUNDING
Our existing working capital is expected to be adequate to fund our operations
over the next twelve months. We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the
proceeds of the private placement of equity and debt instruments. In connection
with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) uranium exploration operating
53
activities; (ii) possible future reserve definition; (iii) possible future
mining initiatives on current and future properties; and (iv) future possible
property acquisitions. We intend to finance these expenses with further
issuances of securities and debt issuances. We expect we will need to raise
additional capital to meet long-term operating requirements. Additional
issuances of equity or convertible debt securities will result in dilution to
our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing may
not be available upon acceptable terms, or at all. If adequate funds are not
available or are not available on acceptable terms, we may not be able to take
advantage of prospective new business endeavors or opportunities, which could
significantly and materially restrict our business operations.
During the seven months ended July 31, 2007, we engaged in a private placement
offering under Regulation D and Regulation S of the Securities Act. Pursuant to
the terms of the private placements, we issued aggregate amounts of our
restricted common stock at subscription prices and under terms as follows:
a) During January 2007, we closed the January 2007 Private Placement
Offering in the aggregate amount of 200,000 January 2007 Units at
a subscription price of $2.50 per January 2007 Unit for aggregate
gross proceeds of $500,000. The aggregate January 2007 Units
comprised 200,000 shares of our restricted common stock and
100,000 January 2007 Warrants with piggyback registration rights
for all securities underlying the January 2007 Units issued. The
January 2007 Units are exercisable at $3.00 per share for a term
commencing on the date of issuance and ending on the latter of:
(i) 18 months from the date of issuance, or (ii) nine months
commencing from the effective date of the proposed registration
statement; and
b) There were no fees due or payable in connection with the January
2007 private Placement Offering.
We filed a Form SB-2 Registration Statement under the Securities Act to register
an aggregate of 8,100,000 shares, inclusive of the 5,400,000 common shares
issued in the respective private placement offerings and the 2,700,000 common
shares underlying the respective warrants. The Registration Statement was
declared effective by the SEC on June 15, 2007.
GOING CONCERN
We commenced operations on May 16, 2003, and have not realized any significant
revenues since inception. As at July 31, 2007, we have working capital of
$9,593,650 and an accumulated deficit of $33,163,154 (December 31, 2006 -
$16,969,779). Although the existing cash resources are currently expected to
provide sufficient funds through the upcoming year, the capital expenditures
required to achieve planned principal operations may be substantial. The
continuation of the Company as a going concern for a period of longer than the
upcoming year is dependent upon the ability of the Company to obtain necessary
financing to continue operations. We are in the exploration stage of our mineral
property development and to date have not yet established any known mineral
reserves on any of our existing properties. Our continued operations and the
recoverability of the carrying value of our assets is ultimately dependent upon
our ability to achieve profitable operations. To date we have completed private
placements and exercised stock options for net proceeds of $24,805,196 from the
issuance of shares of the our common stock.
MATERIAL COMMITMENTS
On February 1, 2007, we entered into a financial consulting agreement for a 12
month term. Under the terms of the agreement, the consultant will: (i)
disseminate the Company's news releases, investor packages, research reports and
corporate and industry sector materials; (ii) promote investor awareness and
manage financial public relations to the investment community; and (iii) arrange
meetings with industry sector analysts, stock brokers and portfolio managers. We
will pay the consultant $6,500 and 2,500 restricted common shares per month.
On March 29, 2007, we entered into a six month consulting services agreement
valued at approximately (euro)300,178 ($411,694 US). The consultant will provide
advice on public and investor relations related matters and will arrange to
generate a substantial interest for the Company in major European equity
markets, specifically in Germany and Switzerland as well as provide
introductions to the consultant's investor's network, potential private
investors and investment advisors and various journalists of leading press
agencies in Germany. Under the terms of the agreement we paid a retainer of
54
approximately (euro)209,000 ($286,644 US) and will pay a final installment of
approximately (euro)91,178 ($125,050 US) which was due 90 days from the date of
the agreement.
On April 6, 2007, we entered into a twelve month consulting services agreement
at $10,000 per month. The consultant will provide representation before the
executive and legislative branches of the federal government and state
governments in addition to providing consulting services on political matters.
We are currently leasing office premises in New Mexico, Texas and Wyoming with
total monthly payments of $9,444, with all agreements having a maximum term of
no more than three years.
We are also committed to pay our key executives a total of approximately
$305,500 per year. See "Item 10. Executive Compensation" and "Item. 13. Certain
Relationships and Related Transaction and Director Independence."
PURCHASE OF SIGNIFICANT EQUIPMENT
Effective May 29, 2007, we committed to spend approximately $140,000 to acquire
a PFN assay tool and $120,000 to build a second logging truck which is currently
under construction. As of the date of this Annual Report a total of $65,000 has
been paid towards these commitments and has been included with vehicles.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements and accompanying notes have been prepared
in accordance with United States generally accepted accounting principles
applied on a consistent basis. The preparation of financial statements in
conformity with US generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our consolidated financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances.
Actual results could differ from those estimates made by management.
MINERAL PROPERTY COSTS
We are primarily engaged in the acquisition, exploration and development of
mineral properties.
Mineral property acquisition costs are initially capitalized when incurred in
accordance with EITF 04-2, "Whether Mineral Rights are Tangible or Intangible
Assets". At the end of each fiscal quarter end, the Company assesses the
carrying costs for impairment under SFAS 144, "Accounting for Impairment or
Disposal of Long Lived Assets". If proven and probable reserves are established
for a property and it has been determined that a mineral property can be
economically developed, costs will be amortized using the units-of-production
method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards. Any charge is included
55
in exploration expense or the provision for depletion and depreciation during
the period and the actual restoration expenditures are charged to the
accumulated provision amounts as incurred.
As of July 31, 2007, we have not established any proven or probable reserves on
its mineral properties and incurred only acquisition and exploration costs.
RESTORATION AND REMEDIATION COSTS (ASSET RETIREMENT OBLIGATIONS)
Various federal and state mining laws and regulations require us to reclaim the
surface areas and restore underground water quality for its mine projects to the
pre-existing mine area average quality after the completion of mining. In August
2001, the FASB issued Statement of Financial Accounting Standards ("SFAS") No.
143, "Accounting for Asset Retirement Obligations," which established a uniform
methodology for accounting for estimated reclamation and abandonment costs.
In March 2005, the FASB issued Interpretation 47 ("FIN 47"), "Accounting for
Conditional Asset Retirement Obligations"--an interpretation of FASB No. 143.
FIN 47 clarifies that the term "conditional asset retirement obligation" as used
in SFAS No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even though
uncertainty exists about the timing and/or method of settlement. FIN 47 requires
a liability to be recognized for the fair value of a conditional asset
retirement obligation if the fair value of the liability can be reasonably
estimated.
Future reclamation and remediation costs are accrued based on management's best
estimate at the end of each period of the costs expected to be incurred at each
project. Such estimates would be determined by our engineering studies
calculating the cost of future of surface and groundwater activities.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of these assets is measured by comparison of its carrying amount
to future undiscounted cash flows the assets are expected to generate.
FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, restricted cash, other current
monetary assets, accounts payable and accrued liabilities were estimated to
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments. Our operations and financing activities are
conducted primarily in United States dollars, and as a result we are not subject
to significant exposure to market risks from changes in foreign currency rates.
Management has determined that we are not exposed to significant credit risk.
STOCK-BASED COMPENSATION
On January 1, 2006, the we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R),
Share-Based Payment, which addresses the accounting for stock-based payment
transactions in which an enterprise receives employee services in exchange for
(a) equity instruments of the enterprise or (b) liabilities that are based on
the fair value of the enterprise's equity instruments or that may be settled by
the issuance of such equity instruments. In January 2005, the SEC issued Staff
Accounting Bulletin (SAB) No. 107, which provides supplemental implementation
guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for
stock-based compensation transactions using the intrinsic value method under
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and instead generally requires that such transactions be accounted
for using a fair-value-based method. We use the Black-Scholes-Merton ("BSM")
option-pricing model to determine the fair-value of stock-based awards under
SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS
No. 123, Accounting for Stock-Based Compensation. We have elected the modified
prospective transition method as permitted by SFAS No. 123R and, accordingly,
prior periods have not been restated to reflect the impact of SFAS No. 123R. The
modified prospective transition method requires that stock-based compensation
expense be recorded for all new and unvested stock options, restricted stock,
56
restricted stock units, and employee stock purchase plan shares that are
ultimately expected to vest as the requisite service is rendered beginning on
January 1, 2006 the first day of our 2006 fiscal year. Stock-based compensation
expense for awards granted prior to January 1, 2006 is based on the grant date
fair-value as determined under the pro forma provisions of SFAS No. 123.
Prior to the adoption of SFAS No. 123R, we measured compensation expense for its
employee stock-based compensation plans using the intrinsic value method
prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS
No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure, as if the fair-value-based method had been applied in
measuring compensation expense. Under APB Opinion No. 25, when the exercise
price of our employee stock options was equal to the market price of the
underlying stock on the date of the grant, no compensation expense was
recognized.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006 the FASB issued Interpretation No. 48, "Accounting for Uncertain
Tax Positions". This Interpretation clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in accordance
with SFAS Statement No. 109, "Accounting for Income Taxes". This Interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This Interpretation also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. We have adopted this Interpretation on
January 1, 2007. There is no impact to our financial position as a result of
this adoption.
In December 2006 the FASB issued FSP EITF 00-19-02, "Accounting for Registration
Payment Arrangements" ("FSP 00-19-2") which addresses accounting for
registration payment arrangements. FSP 00-19-2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with FASB Statement No. 5,
"Accounting for Contingencies". FSP 00-19-2 further clarifies that a financial
instrument subject to a registration payment arrangement should be accounted for
in accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. We have adopted this Interpretation on
January 1, 2007. The impact to our financial position and results of operations
as a result of this adoption is disclosed in the Notes to our July 31, 2007
Financial Statements.
In February 2007 the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. We are currently assessing the impact of SFAS
No. 159 on our financial position and results of operations.
57
ITEM 7. FINANCIAL STATEMENTS
URANIUM ENERGY CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JULY 31, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
58
[LOGO] ERNST & YOUNG
ERNST & YOUNG LLP
CHARTERED ACCOUNTANTS
Pacific Centre
700 West Georgia Street
P.O. Box 10101
Vancouver, British Columbia V7Y 1C7
Phone: 604 891-8200
Fax: 604 643-5422
AUDITORS' REPORT
To the Stockholders of
URANIUM ENERGY CORP.
(an exploration stage enterprise)
We have audited the accompanying balance sheet of Uranium Energy Corp. (the
"Company"), an exploration stage enterprise as of July 31, 2007, and the related
statements of operations, stockholders' equity, and cash flows for the period
then ended, and for the period May 16, 2003 (inception) through July 31, 2007.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. The financial statements as of December 31, 2006, and for the
period May 16, 2003 (inception) through December 31, 2006, were audited by other
auditors whose report dated February 26, 2007 expressed an unqualified opinion
on those statements. The financial statements for the period May 16, 2003
(inception) through December 31, 2006 include total net loss of $16,969,779. Our
opinion on the statements of operations, stockholders' equity, and cash flows
for the period May 16, 2003 (inception) through July 31, 2007, insofar as it
relates to amounts for prior periods through December 31, 2006, is based solely
on the report of other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. We were not engaged to perform an audit of the
Company's internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of the Company, at July 31, 2007, and the results of its
operations and its cash flows for the period then ended and the period from May
16, 2003 (inception) through July 31, 2007, in conformity with U.S. generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Vancouver, Canada,
September 28, 2007 Chartered Accountants
A MEMBER FIRM OF ERNST & YOUNG GLOBAL LIMITED
F-1
URANIUM ENERGY CORP.
(An Exploration Stage Company)
BALANCE SHEETS
______________________________________________________________________________________________________________________________
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
CURRENT ASSETS
Cash and cash equivalents $ 9,083,453 $ 13,581,377
Restricted cash (Note 3) 4,500 136,458
Available-for-sale securities (Note 4) 717,198 235,040
Accounts and interest receivable 4,415 20,020
Prepaid expenses and deposits 163,240 19,796
______________________________________________________________________________________________________________________________
9,972,806 13,992,691
PROPERTY AND EQUIPMENT (Notes 5 and 6) 553,530 205,004
______________________________________________________________________________________________________________________________
$ 10,526,336 $ 14,197,695
==============================================================================================================================
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 379,156 $ 306,462
Due to related parties (Note 7) - 225,581
______________________________________________________________________________________________________________________________
379,156 532,043
______________________________________________________________________________________________________________________________
STOCKHOLDERS' EQUITY
Capital stock (Note 8)
Common stock $0.001 par value: 750,000,000 shares authorized
37,612,088 shares issued and outstanding
(December 31, 2006 - 34,371,088) 37,612 34,371
Additional paid-in capital 42,950,985 30,597,518
Common share and warrant proceeds 34,750 250,000
Deferred compensation - (246,458)
Deficit accumulated during the exploration stage (33,163,154) (16,969,779)
Accumulated other comprehensive income 286,987 -
______________________________________________________________________________________________________________________________
10,147,180 13,665,652
______________________________________________________________________________________________________________________________
$ 10,526,336 $ 14,197,695
==============================================================================================================================
COMMITMENTS (Notes 5, 6 and 10)
The accompanying notes are an integral part of these financial statements.
F-2
URANIUM ENERGY CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
______________________________________________________________________________________________________________________________
For the Period
Seven Months from May 16, 2003
Ended Year Ended (inception) to
July 31, 2007 December 31, 2006 July 31, 2007
______________________________________________________________________________________________________________________________
EXPENSES
Consulting fees $ 253,026 $ 708,555 $ 961,581
Consulting fees - stock based (Note 8) 704,058 4,665,967 6,054,033
Depreciation 49,562 19,737 69,299
General and administrative 2,246,054 2,496,900 4,893,227
Impairment loss on mineral properties (Note 5) 8,267,100 3,022,311 11,934,236
Interest and finance charges (Note 8) 116,396 - 116,396
Management fees 302,697 647,248 1,123,406
Management fees - stock based (Note 8) 1,774,500 923,253 2,697,753
Mineral property expenditures (Note 5) 2,453,001 1,693,912 4,535,767
Professional fees 317,225 315,564 742,829
Wages and benefits - stock based (Note 8) 236,213 431,078 667,291
______________________________________________________________________________________________________________________________
16,719,832 14,924,525 33,795,818
______________________________________________________________________________________________________________________________
LOSS BEFORE OTHER ITEMS (16,719,832) (14,924,525) (33,795,818)
______________________________________________________________________________________________________________________________
OTHER ITEMS
Interest income 319,824 76,494 396,318
Other income 11,462 29,713 41,175
______________________________________________________________________________________________________________________________
331,286 106,207 437,493
______________________________________________________________________________________________________________________________
LOSS BEFORE INCOME TAXES (16,388,546) (14,818,318) (33,358,325)
INCOME TAXES
Deferred income tax benefit 195,171 - 195,171
______________________________________________________________________________________________________________________________
NET LOSS FOR THE PERIOD (16,193,375) (14,818,318) (33,163,154)
OTHER COMPREHENSIVE INCOME
(NET OF INCOME TAXES) 286,987 - 286,987
______________________________________________________________________________________________________________________________
TOTAL COMPREHENSIVE LOSS $ (15,906,388) $ (14,818,318) $ (32,876,167)
FOR THE PERIOD
==============================================================================================================================
BASIC AND DILUTED NET
LOSS PER SHARE $ (0.45) $ (0.56)
========================================================================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING,
BASIC AND DILUTED 36,389,384 26,342,512
========================================================================================================
The accompanying notes are an integral part of these financial statements.
F-3
URANIUM ENERGY, CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM MAY 16, 2003 (INCEPTION) TO JULY 31, 2007
____________________________________________________________________________________________________________________________
Common Stock Additional Subscriptions Deferred
Shares Amount Paid-in Capital Received Compensation
____________________________________________________________________________________________________________________________
Balance, May 16, 2003 - $ - $ - $ - $ -
Net loss for the period - - - - -
____________________________________________________________________________________________________________________________
Balance, December 31, 2003 - - - - -
Common stock
Issued for cash at $0.0013 per share 11,550,000 7,700 7,700 - -
Issued for cash at $0.20 per share 2,413,936 1,610 481,186 - -
Issued on the conversion of debenture
at $0.0013 per share 2,250,000 1,500 1,500 - -
Issued on the conversion of debenture
at $0.20 per share 35,000 23 6,977 - -
Issued on settlement of debts 79,647 53 15,876 - -
Net loss for the year - - - - -
____________________________________________________________________________________________________________________________
Balance, December 31, 2004 16,328,583 10,886 513,239 - -
Common stock
Issued for cash at $0.333 per share 1,357,500 905 451,595 - -
Issued pursuant to mineral property
expenditures 825,000 550 274,450 - -
Issued pursuant to service agreements 1,950,000 1,300 648,700 - (650,000)
Stock based compensation - - 684,008 - -
Reclassification for stock split - 6,820 (6,820) - -
Net loss for the year - - - - -
____________________________________________________________________________________________________________________________
Balance, December 31, 2005 20,461,083 $ 20,461 $ 2,565,172 $ - $ (650,000)
____________________________________________________________________________________________________________________________
______________________________________________________________________________________________
Accumulated
Accumulated Other Stockholders'
Comprehensive
Deficit Income Equity
______________________________________________________________________________________________
Balance, May 16, 2003 $ - $ - $ -
Net loss for the period (24,486) - (24,486)
______________________________________________________________________________________________
Balance, December 31, 2003 (24,486) - (24,486)
Common stock
Issued for cash at $0.0013 per share - - 15,400
Issued for cash at $0.20 per share - - 482,796
Issued on the conversion of debenture
at $0.0013 per share - - 3,000
Issued on the conversion of debenture
at $0.20 per share - - 7,000
Issued on settlement of debts - - 15,929
Net loss for the year (128,170) - (128,170)
______________________________________________________________________________________________
Balance, December 31, 2004 (152,656) - 371,469
Common stock
Issued for cash at $0.333 per share - - 452,500
Issued pursuant to mineral property
expenditures - - 275,000
Issued pursuant to service agreements - - -
Stock based compensation - - 684,008
Reclassification for stock split - - -
Net loss for the year (1,998,805) - (1,998,805)
______________________________________________________________________________________________
Balance, December 31, 2005 $ (2,151,461) $ - $ (215,828)
______________________________________________________________________________________________
F-4
URANIUM ENERGY, CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM MAY 16, 2003 (INCEPTION) TO JULY 31, 2007
____________________________________________________________________________________________________________________________
Common Stock Additional Subscriptions Deferred
Shares Amount Paid-in Capital Received Compensation
____________________________________________________________________________________________________________________________
Balance, December 31, 2005 20,461,083 $ 20,461 $ 2,565,172 $ - $ (650,000)
Common stock
Issued for cash at $1.00 per share 300,000 300 299,700 - -
Issued for cash at $2.00 per share 2,525,000 2,525 5,047,475 - -
Issued for cash at $2.50 per share 5,200,000 5,200 12,994,800 250,000 -
Issued on the exercise of options 3,137,505 3,137 1,622,563 - -
Issued pursuant to mineral property
expenditures 1,518,750 1,519 2,592,231 - -
Issued pursuant to service agreements
- consulting services 1,172,500 1,173 1,156,327 - (246,458)
- property expenditures 56,250 56 138,694 - -
Share issuance costs - - (329,700) - -
Stock based compensation
- options issued for consulting services - - 2,130,149 - -
- options issued for management fees - - 273,253 - -
- options issued for property
expenditures - - 57,250 - -
- options issued for wages and benefits - - 431,078 - -
- warrants issued for consulting
services - - 1,618,526 - -
Amortization of deferred compensation - - - - 650,000
Net loss for the year - - - - -
____________________________________________________________________________________________________________________________
Balance, December 31, 2006 34,371,088 $ 34,371 $ 30,597,518 $ 250,000 $ (246,458)
____________________________________________________________________________________________________________________________
______________________________________________________________________________________________
Accumulated
Accumulated Other Stockholders'
Comprehensive
Deficit Income Equity
______________________________________________________________________________________________
Balance, December 31, 2005 $ (2,151,461) $ - $ (215,828)
Common stock
Issued for cash at $1.00 per share - - 300,000
Issued for cash at $2.00 per share - - 5,050,000
Issued for cash at $2.50 per share - - 13,250,000
Issued on the exercise of options - - 1,625,700
Issued pursuant to mineral property
expenditures - - 2,593,750
Issued pursuant to service agreements
- consulting services - - 911,042
- property expenditures - - 138,750
Share issuance costs - - (329,700)
Stock based compensation
- options issued for consulting services - - 2,130,149
- options issued for management fees - - 273,253
- options issued for property
expenditures - - 57,250
- options issued for wages and benefits - - 431,078
- warrants issued for consulting
services - - 1,618,526
Amortization of deferred compensation - - 650,000
Net loss for the year (14,818,318) - (14,818,318)
______________________________________________________________________________________________
Balance, December 31, 2006 $(16,969,779) $ - $ 13,665,652
______________________________________________________________________________________________
F-5
URANIUM ENERGY, CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM MAY 16, 2003 (INCEPTION) TO JULY 31, 2007
____________________________________________________________________________________________________________________________
Common Stock Additional Subscriptions Deferred
Shares Amount Paid-in Capital Received Compensation
____________________________________________________________________________________________________________________________
Balance, December 31, 2006 34,371,088 $ 34,371 $ 30,597,518 $ 250,000 $ (246,458)
Common stock
Issued for cash at $2.50 per share 200,000 200 499,800 (250,000) -
Issued on the exercise of options 995,000 995 744,004 - -
Issued on the exercise of warrants 1,283,500 1,284 2,907,467 34,750 -
Issued pursuant to mineral property
acquisitions 750,000 750 5,369,250 - -
Issued pursuant to consulting service
agreements 12,500 12 74,713 - -
Stock based compensation
- options issued for consulting services - - 382,875 - -
- options issued for management fees - - 1,774,500 - -
- options issued for property
expenditures - - 248,250 - -
- options issued wages and benefits - - 236,212 - -
Warrants issued as penalties pursuant
to private placement agreements - - 116,396 - -
Amortization of deferred compensation - - - - 246,458
Net loss for the period - - - - -
Unrealized gain on available-for-sale
securities - - - - -
____________________________________________________________________________________________________________________________
Balance, July 31, 2007 37,612,088 $ 37,612 $ 42,950,985 $ 34,750 $ -
============================================================================================================================
______________________________________________________________________________________________
Accumulated
Accumulated Other Stockholders'
Comprehensive
Deficit Income Equity
______________________________________________________________________________________________
Balance, December 31, 2006 $(16,969,779) $ - $ 13,665,652
Common stock
Issued for cash at $2.50 per share - - 250,000
Issued on the exercise of options - - 744,999
Issued on the exercise of warrants - - 2,943,501
Issued pursuant to mineral property
acquisitions - - 5,370,000
Issued pursuant to consulting service
agreements - - 74,725
Stock based compensation
- options issued for consulting services - - 382,875
- options issued for management fees - - 1,774,500
- options issued for property
expenditures - - 248,250
- options issued wages and benefits - - 236,212
Warrants issued as penalties pursuant
to private placement agreements - - 116,396
Amortization of deferred compensation - - 246,458
Net loss for the period (16,193,375) - (16,193,375)
Unrealized gain on available-for-sale
securities - 286,987 286,987
______________________________________________________________________________________________
Balance, July 31, 2007 $(33,163,154) $ 286,987 $ 10,147,180
==============================================================================================
All share amounts have been restated to reflect the 2:1 reverse share
consolidation in January 2005 and the 1.5:1 forward share split as of the date
of record, February 28, 2006.
The accompanying notes are an integral part of these financial statements.
F-6
URANIUM ENERGY CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
______________________________________________________________________________________________________________________________
Seven Months Year Ended For the Period
From May 16, 2003
Ended (inception) to
July 31, 2007 December 31, 2006 July 31, 2007
______________________________________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (16,193,375) $ (14,818,318) $ (33,163,154)
Adjustments to reconcile net loss to net cash
from operating activities:
Stock based compensation 2,714,771 6,020,298 9,419,077
Impairment loss on mineral properties 8,267,100 3,022,311 11,934,236
Non-cash interest and finance charges 116,396 - 116,396
Non-cash reduction of mineral property expenditures - (235,040) (235,040)
Depreciation 49,562 19,736 69,298
Deferred income tax benefit (195,171) - (195,171)
Changes in operating assets and liabilities:
Accounts and interest receivable 15,605 (20,020) (4,415)
Prepaid expenses and deposits (143,444) (19,496) (142,713)
Accounts payable and accrued liabilities 72,693 192,006 367,628
______________________________________________________________________________________________________________________________
NET CASH FLOWS USED IN OPERATING ACTIVITIES (5,295,863) (5,838,523) (11,833,858)
______________________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares for cash 3,938,500 20,225,700 25,114,896
Convertible debenture proceeds - - 20,000
Share issuance costs - (329,700) (329,700)
Advances from related parties - 16,749 225,581
Repayments to related parties (225,581) - (225,581)
______________________________________________________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES 3,712,919 19,912,749 24,805,196
______________________________________________________________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral properties (2,648,850) (238,811) (3,260,557)
Purchase of property and equipment (398,088) (224,740) (622,828)
Restricted cash 131,958 (136,458) (4,500)
______________________________________________________________________________________________________________________________
NET CASH FLOWS USED IN INVESTING ACTIVITIES (2,914,980) (600,009) (3,887,885)
______________________________________________________________________________________________________________________________
(DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (4,497,924) 13,474,217 9,083,453
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 13,581,377 107,160 -
______________________________________________________________________________________________________________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,083,453 $ 13,581,377 $ 9,083,453
==============================================================================================================================
CASH AND CASH EQUIVALENTS CONSIST OF:
Cash in bank $ 90,564 $ 579,535 $ 90,564
Term deposits 8,992,889 13,001,842 8,992,889
______________________________________________________________________________________________________________________________
$ 9,083,453 $ 13,581,377 $ 9,083,453
==============================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION AND
NONCASH INVESTING AND FINANCING ACTIVITIES (Note 11)
The accompanying notes are an integral part of these financial statements.
F-7
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
NOTE 1: NATURE OF OPERATIONS
________________________________________________________________________________
Uranium Energy Corp. (the "Company") was incorporated on May 16, 2003 in the
State of Nevada. Since November 1, 2004, the Company has acquired mineral leases
and entered into joint venture agreements, directly and under options, for the
purposes of exploring for economic deposits of uranium in the States of Arizona,
Colorado, New Mexico, Texas, Utah, and Wyoming. To July 31, 2007, interests in
approximately 47,693 net acres of mineral properties have been staked or leased
by the Company, including 3,291 net acres (6,717 gross acres) leased by Cibola
Resources LLC of which the Company holds a 49% interest.
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America.
The Company commenced operations on May 16, 2003 and has not realized any
significant revenues since inception. As at July 31, 2007, the Company has
working capital of $9,593,650 and an accumulated deficit of $33,163,154.
Although existing cash resources are currently expected to provide sufficient
funds through the upcoming year, the capital expenditures required to achieve
planned principal operations may be substantial. The continuation of the Company
as a going concern for a period of longer than the upcoming year is dependent
upon the ability of the Company to obtain necessary financing to continue
operations. The Company is in the exploration stage of its mineral property
development and to date has not yet established any proven mineral reserves on
its existing properties. The continued operations of the Company and the
recoverability of the carrying value of its assets is ultimately dependent upon
the ability of the Company to achieve profitable operations. To date, the
Company has completed private placements and received funding through the
exercise of stock options and share purchase warrants for net proceeds of
$24,805,196 from the issuance of shares of the Company's common stock.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
ORGANIZATION
The Company was incorporated on May 16, 2003 in the State of Nevada.
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with an original maturity of
three months or less at the time of issuance to be cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities at the
date of the financial statements and revenues and expenses during the period
reported. By their nature, these estimates are subject to measurement
uncertainty and the effect on the financial statements of changes in such
estimates in future periods could be significant. Significant areas requiring
management's estimates and assumptions are determining the fair value of
transactions involving common stock, valuation and impairment losses on mineral
property acquisitions, valuation of stock-based compensation, and valuation of
available-for-sale securities. Other areas requiring estimates include
allocations of expenditures to resource property interests and depreciation of
property and equipment. Actual results could differ from those estimates.
MINERAL PROPERTY COSTS
The Company is primarily engaged in the acquisition, exploration and development
of mineral properties.
F-8
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
Mineral property acquisition costs are initially capitalized as tangible assets
when purchased. At the end of each fiscal quarter end, the Company assesses the
carrying costs for impairment. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be
economically developed, costs will be amortized using the units-of-production
method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards. Any charge is included
in exploration expense or the provision for depletion and depreciation during
the period and the actual restoration expenditures are charged to the
accumulated provision amounts as incurred.
As of the date of these financial statements, the Company has not established
any proven or probable reserves on its mineral properties and incurred only
acquisition and exploration costs.
RESTORATION AND REMEDIATION COSTS (ASSET RETIREMENT OBLIGATIONS)
Various federal and state mining laws and regulations require the Company to
reclaim the surface areas and restore underground water quality for its mine
projects to the pre-existing mine area average quality after the completion of
mining. In August 2001, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations," which
established a uniform methodology for accounting for estimated reclamation and
abandonment costs.
In March 2005, the FASB issued Interpretation 47 ("FIN 47"), "Accounting for
Conditional Asset Retirement Obligations"--an interpretation of FASB No. 143.
FIN 47 clarifies that the term "conditional asset retirement obligation" as used
in SFAS No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even though
uncertainty exists about the timing and/or method of settlement. FIN 47 requires
a liability to be recognized for the fair value of a conditional asset
retirement obligation if the fair value of the liability can be reasonably
estimated.
Future reclamation and remediation costs are accrued based on management's best
estimate at the end of each period of the costs expected to be incurred at each
project. Such estimates would be determined by the Company's engineering studies
calculating the cost of future surface and groundwater activities.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of these assets is measured by comparison of its carrying amount
to future undiscounted cash flows the assets are expected to generate.
FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, restricted cash, other current
monetary assets, accounts payable and accrued liabilities were estimated to
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments. The Company's operations and financing activities
are conducted primarily in United States dollars, and as a result the Company is
not subject to significant exposure to market risks from changes in foreign
currency rates. Management has determined that the Company is not exposed to
significant credit risk.
LOSS PER COMMON SHARE
Basic loss per share includes no dilution and is computed by dividing loss
attributable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings (loss) of the
Company. The common shares potentially issuable on conversion of outstanding
convertible debentures and exercise of stock options were not included in the
calculation of weighted average number of shares outstanding because the effect
would be anti-dilutive.
F-9
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the year.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.
INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment. As at July 31, 2007 the Company had net operating loss
carry forwards; however, due to the uncertainty of realization, the Company has
provided a full valuation allowance for the potential deferred tax assets
resulting from these losses carry forwards.
STOCK-BASED COMPENSATION
On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No.
123R), Share-Based Payment, which addresses the accounting for stock-based
payment transactions in which an enterprise receives employee services in
exchange for (a) equity instruments of the enterprise or (b) liabilities that
are based on the fair value of the enterprise's equity instruments or that may
be settled by the issuance of such equity instruments. In January 2005, the
Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB)
No. 107, which provides supplemental implementation guidance for SFAS No. 123R.
SFAS No. 123R eliminates the ability to account for stock-based compensation
transactions using the intrinsic value method under Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead
generally requires that such transactions be accounted for using a
fair-value-based method. The Company uses the Black-Scholes-Merton ("BSM")
option-pricing model to determine the fair-value of stock-based awards under
SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS
No. 123, Accounting for Stock-Based Compensation. The Company has elected the
modified prospective transition method as permitted by SFAS No. 123R and
accordingly prior periods have not been restated to reflect the impact of SFAS
No. 123R. The modified prospective transition method requires that stock-based
compensation expense be recorded for all new and unvested stock options,
restricted stock, restricted stock units, and employee stock purchase plan
shares that are ultimately expected to vest as the requisite service is rendered
beginning on January 1, 2006 the first day of the Company's fiscal year 2006.
Stock-based compensation expense for awards granted prior to January 1, 2006 is
based on the grant date fair-value as determined under the pro forma provisions
of SFAS No. 123. On a quarerly basis, the Company estimates expected forfeitures
and updates the valuation accordingly.
Prior to the adoption of SFAS No. 123R, the Company measured compensation
expense for its employee stock-based compensation plans using the intrinsic
value method prescribed by APB Opinion No. 25. The Company applied the
disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, as if the fair-value-based
method had been applied in measuring compensation expense. Under APB Opinion No.
25, when the exercise price of the Company's employee stock options was equal to
the market price of the underlying stock on the date of the grant, no
compensation expense was recognized.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and are amortized using the
straight-line method over their estimated useful lives at the following rates:
Computer Equipment 3 years
Exploration Equipment 5 years
Furniture and Fixtures 5 years
Leasehold Improvements term of lease
Vehicles 5 years
F-10
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertain
Tax Positions". This Interpretation clarifies the accounting for uncertainty in
income taxes recognized in an enterprise's financial statements in accordance
with SFAS Statement No. 109, "Accounting for Income Taxes". This Interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This Interpretation also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Company has adopted this Interpretation
on January 1, 2007. There is no impact to the Company's financial position as a
result of this adoption.
In December 2006, the FASB issued FSP EITF 00-19-02, "Accounting for
Registration Payment Arrangements" ("FSP 00-19-2") which addresses accounting
for registration payment arrangements. FSP 00-19-2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with FASB Statement No. 5,
"Accounting for Contingencies". FSP 00-19-2 further clarifies that a financial
instrument subject to a registration payment arrangement should be accounted for
in accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. The Company has adopted this
Interpretation on January 1, 2007. The impact to the Company's financial
position and results of operations as a result of this adoption is disclosed in
Note 8.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.
NOTE 3: RESTRICTED CASH
________________________________________________________________________________
Restricted cash included certificates of deposit issued to the Wyoming
Department of Environmental Quality, Land Quality Division, in lieu of a surety
bond. The certificates of deposit accrue interest at 3.5% per annum, are
automatically renewable and are protected by federal insurance up to $100,000.
In December 2006 the Company ceased exploration on the applicable property and
applied for the release of the certificates of deposit and on May 8, 2007, the
reclamation bond requirement was reduced to $4,500.
NOTE 4: AVAILABLE-FOR-SALE SECURITIES
________________________________________________________________________________
Available-for-sale securities consist of shares in a publicly traded company
listed on the NYSE Arca and Toronto Stock Exchanges. As of July 31, 2007 the
Company reported the available-for-sale securities at market value and
accordingly, recorded a $482,158 unrealized gain which has been reported as
other comprehensive income, net of income taxes.
NOTE 5: MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________
URANIUM EXPLORATION
Since November 1, 2004, the Company has been acquiring mineral leases for the
purpose of exploring for economic deposits of uranium in the states of Arizona,
Colorado, New Mexico, Texas, Utah, and Wyoming.
F-11
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
As of July 31, 2007, a total of 54,996 gross acres (47,693 net mineral acres) of
mineral properties have been staked or leased pursuant to option agreements by
the Company in the States of Arizona, Colorado, New Mexico, Texas, Utah, and
Wyoming for the purposes of uranium exploration for a total cost of $2,648,850,
excluding the fair value of non-cash compensation. The totals include 3,291 net
acres (6,717 gross acres leased by Cibola Resources LLC of which the Company
holds a 49% interest). These leases are subject to varying royalty interests,
some of which are indexed to the sale price of uranium. As of July 31, 2007,
total yearly recurring maintenance payments of $224,020 are required to maintain
existing mineral leases.
WEESATCHE PROPERTY
On October 11, 2005, the Company entered into a mineral asset option agreement
(the "Moore Option") granting the Company the option to acquire certain mineral
property leases in the State of Texas for total consideration of $200,000 and
3,000,000 post-split restricted common shares at a fair value of $0.33 per
share. In consideration for the Moore Option and its partial exercise over the
option term, the Company has made cash payments totaling $200,000 and issued
3,000,000 post-split shares of restricted common stock, of which the final
750,000 post-split shares of restricted common stock were issued on April 11,
2007 (refer to Note 8). Upon completion of the terms of the Moore Option title
to the leases were transferred to the Company.
HOLLEY OPTION
On March 28, 2007 the Company entered into a letter option agreement (the
"Holley Option") granting the Company the option to acquire certain mineral
property leases, which are located in the States of Colorado, New Mexico, and
Utah, together with certain historical database records for total consideration
of $1,594,690. Under the terms of the Holley Option, and in order to maintain
its option to acquire the assets, the Company is required to make the following
option payments totaling $1,500,000 to the order and direction of the Holley
Option holders in the following manner:
(a) an initial payment of $25,000 on the execution date (paid);
(b) a payment of $100,000 on March 28, 2007 (paid);
(c) a payment of $475,000 on or before April 27, 2007 (paid);
(d) a further payment of $500,000 on or before April 27, 2008; and
(e) a final payment of $400,000 on or before April 27, 2009.
Upon execution of the Holley Option the Company also reimbursed the Holley
Option holders with approximately $95,000 in prior regulatory fees and property
payments. In addition, the Company will be required to pay a royalty of 2% or 3%
of the gross proceeds received from the sale of any uranium or vanadium produced
in relation to any mineral claim covered under the Holley Option and, at any
time during the option period or thereafter, the Company may elect to purchase
the royalty interest at a base cost of $300,000 for each 1% interest it wishes
to acquire.
CIBOLA RESOURCES LLC
On April 27, 2007, with a reference date of April 26, 2007, the Company entered
into a joint venture with Neutron Energy Inc. ("NEI"), a Wyoming corporation, in
connection with the exploration of a property covering 6,717 acres located in
Cibola County, New Mexico (the "Property") for uranium resources. In connection
with the joint venture, Cibola Resources LLC ("Cibola"), a limited liability
company under the laws of the State of Delaware, was formed to undertake the
exploration activities as contemplated by the parties.
NEI acquired a ten year mining lease (the "Lease") to the Property from La
Merced del Pueblo de Cebolleta ("Cebolleta"), a private entity that has the
authority over the natural resources of the Property, pursuant to a Mining Lease
and Agreement between Cebolleta and NEI effective April 6, 2007 (the "Mining
Lease Agreement"), and has contributed the Lease to Cibola. Terms of the Lease
provide for:
(a) initial payments of $3,000,000 (paid by NEI);
(b) an additional cash payment of $2,000,000 six months from the
effective date of the Lease (due October 14, 2007) ($980,000,
being the Company's portion was paid subsequently);
(c) every year after April 6, 2007 until uranium production begins, an
advance royalty of $500,000 (to be deducted from any royalties
paid in that same year);
F-12
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
(d) a recoverable reserve payment of $1 per pound of recoverable
uranium reserves upon the completion of a feasibility study by an
independent mining engineering firm, which will be reduced by all
prior payments as described in clause (a) through (c) above;
(e) a production royalty of between 4.50% and 8.0% depending upon the
sale price of uranium; and (f) the funding of a $30,000 per year
scholarship program.
The Company has reimbursed an aggregate of $1,470,000 to NEI (49%) of the
capital invested to date. As a result, NEI and the Company hold a 51% and 49%
interest, respectively, in Cibola and the Company is obligated to pay 49% of all
future commitments under the terms of the Lease. Additionally, the Company has
paid $117,729 in exploration costs on behalf of Cibola for a cumulative
contribution of $1,578,729. As an exploration stage company, Cibola has no
assets or liabilities as of July 31, 2007 and accordingly, $1,506,750 in
acquisition costs were capitalized while other contributions of exploration
costs have been charged to mineral property expenditures.
In December 2003, FASB issued FIN 46(R) "Consolidation of Variable Interest
Entities" which requires investors to consolidate the financial information of
investees in which they are the primary beneficiary. The Company is not the
primary beneficiary in Cibola and accordingly, no consolidated financial
information is required.
HISTORICAL MINING DATABASES
On November 28, 2006 the Company entered into an option agreement to purchase a
database covering prospects primarily in Wyoming and New Mexico. The agreement
called for a $25,000 payment at the date of execution (paid) and an additional
$25,000 prior to the end of the six month option period (paid). Additionally,
the Company issued 50,000 stock options with an estimated fair value of
$114,500, of which 25,000 options vested upon execution and the remaining 25,000
options vested at the end of the six month term. The agreement also calls for a
1% royalty on any mined substance produced on any mineral interest or claim
covered by the database. The $101,750 fair value of the remaining options
vesting on May 28, 2007 was recorded as mineral property acquisition costs
during the period. The fair value of these options was estimated using the
Black-Scholes option pricing model with an expected life of 5 years, a risk free
interest rate of 5.24%, a dividend yield of 0%, and an expected volatility of
95%.
On January 2, 2007 the Company entered into an agreement to purchase a database
consisting of drilling, mapping and logging reports covering uranium and
associated metals prospects located primarily in New Mexico. Consideration for
the asset purchase was a one time cash payment of $20,000 (paid) and 50,000
stock options vesting as to 25,000 option shares upon the effective date of the
agreement and the final 25,000 option shares vesting six months from the
effective date of the agreement. Should the Company or any party related to the
Company acquire any mineral property interest within the prospects covered by
the database, the Company will be obligated to pay an overriding royalty of 1%
or 2% on lands with and without an underlying royalty interest respectively. The
$146,500 fair value of the options at the date of grant was recorded as mineral
property acquisition costs during the period. The fair value of these options
was estimated using the Black-Scholes option pricing model with an expected life
of 5 years, a risk free interest rate of 5.22%, a dividend yield of 0%, and an
expected volatility of 113%.
Mineral property acquisition costs on a regional basis are as follows:
______________________________________________________________________________________________________________________________
For the Period
Seven Months From May 16, 2006
Ended Year Ended (inception) to
July 31, 2006 December 31, 2006 July 31, 2007
______________________________________________________________________________________________________________________________
CAPITALIZED ACQUISITION COSTS
Arizona $ - $ - $ 18,667
Colorado 162,445 - 170,151
Nevada - - 4,250
New Mexico 2,269,784 111,077 2,380,861
Texas 5,563,056 2,663,904 8,784,372
Utah 64,562 - 90,204
Wyoming 207,253 247,330 485,731
______________________________________________________________________________________________________________________________
8,267,100 3,022,311 11,934,236
Write Down for Loss on Impairment (8,267,100) (3,022,311) (11,934,236)
______________________________________________________________________________________________________________________________
$ - $ - $ -
==============================================================================================================================
F-13
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
Mineral property exploration costs on a regional basis are as follows:
______________________________________________________________________________________________________________________________
For the Period
Seven Months From May 16, 2006
Ended Year Ended (inception) to
July 31, 2006 December 31, 2006 July 31, 2007
______________________________________________________________________________________________________________________________
EXPLORATION COSTS
Arizona $ - $ 13,528 $ 76,940
Colorado 13,504 6,500 51,025
Nevada - - 963
New Mexico 182,089 53,261 235,350
Texas 2,113,050 1,364,643 3,611,959
Utah - - 7,357
Wyoming 144,358 255,980 552,173
______________________________________________________________________________________________________________________________
$ 2,453,001 $ 1,693,912 $ 4,535,767
==============================================================================================================================
NOTE 6: PROPERTY AND EQUIPMENT
________________________________________________________________________________
______________________________________________________________________________________________________________________________
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
Computer Equipment $ 98,897 $ 35,963
Exploration Equipment 126,951 60,690
Furniture and Fixtures 43,723 14,373
Leasehold Improvements 8,728 -
Vehicles 344,529 113,714
______________________________________________________________________________________________________________________________
622,828 224,740
Less: accumulated depreciation (69,298) (19,736)
______________________________________________________________________________________________________________________________
$ 553,530 $ 205,004
==============================================================================================================================
Effective May 29, 2007, the Company committed to spend approximately $140,000 to
acquire a PFN assay tool, and $120,000 to build a second logging truck which is
currently under construction. As of July 31, 2007, a total of $65,000 has been
paid towards these commitments and has been included with vehicles.
NOTE 7: DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
________________________________________________________________________________
During the seven months ended July 31, 2007, the Company had transactions with
certain officers and directors of the Company as follows:
(a) incurred $302,697 in management fees and recorded an additional
$1,774,500 in stock based compensation expense (refer to Note 8);
(b) incurred $20,745 in consulting fees paid to a company controlled
by a direct family member of a current director;
(c) incurred $11,980 in media and website development fees paid to a
company controlled by a direct family member of a current officer;
(d) paid management bonuses of $225,581 accrued in the prior fiscal
year.
F-14
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
All related party transactions involving provision of services or tangible
assets were recorded at the exchange amount, which is the value established and
agreed to by the related parties reflecting arms length consideration payable
for similar services or transfers.
NOTE 8: CAPITAL STOCK
________________________________________________________________________________
SHARE CAPITAL
The Company's capital stock as at July 31, 2007 was 750,000,000 authorized
common shares with a par value of $0.001 per share. On January 9, 2006, a
majority of shareholders voted to amend the Company's Articles of Incorporation
to increase the authorized capital from 75,000,000 shares of common stock to
750,000,000 shares of common stock. The increase in authorized capital was
effective on February 1, 2006.
On February 14, 2006, the Company's Board of Directors, pursuant to minutes of
written consent in lieu of a special meeting, authorized and approved a forward
stock split on a 1.5 new for one old basis of the Company's total issued and
outstanding shares of common stock (the "Forward Stock Split"). The Forward
Stock Split was effectuated with a record date of February 28, 2006, upon filing
the appropriate documentation with the NASD. The Forward Stock Split increased
the Company's issued and outstanding shares of common stock from 14,968,222 to
approximately 22,452,338 shares of common stock. The common stock continued to
have a $0.001 par value after the Forward Stock Split.
2007 SHARE TRANSACTIONS
On January 3, 2007 the Company completed a private placement in the amount of
200,000 Units at a subscription price of $2.50 for gross proceeds to the Company
of $500,000, of which $250,000 was received in the prior fiscal year. Each Unit
is comprised of one common share and one-half warrant of one non-transferable
share purchase warrant of the Company. Each whole warrant entitles the holder to
purchase an additional common share of the Company until the later of 18 months
from the date of issuance of the Units or nine months from the effective date of
the Company's proposed registration statement and are exercisable at $3.00 per
share during this period.
In February 2007 the Company filed a Form SB-2 Registration Statement under the
Securities Act to register an aggregate of 8,100,000 shares, including the
5,400,000 common shares issued in the respective private placement offerings and
the 2,700,000 common shares underlying the respective warrants. Each of the
5,400,000 Units at a subscription price of $2.50 per Unit is comprised of one
common share and one-half warrant of one non-transferable share purchase warrant
of the Company. Each whole warrant entitles the holder to purchase an additional
common share of the Company until the later of 18 months from the date of
issuance of the Units or nine months from the effective date of the Company's
proposed registration statement and are exercisable at $3.00 per share during
this period. The Registration Statement was declared effective on June 15, 2007.
On April 3, 2007 the Company issued 7,500 restricted common shares pursuant to a
financial consulting agreement (refer to Note 10). At the time of issuance, the
shares had a value of $7.35 per share and $55,125 was recorded as stock-based
consulting fees.
On April 11, 2007 the Company issued the final 750,000 post-split restricted
common shares pursuant to the Moore Option (refer to Note 5). At the time of
issuance, the shares had a value of $7.16 per share and $5,370,000 was recorded
in mineral property acquisition costs.
On June 14, 2007 the Company issued 5,000 restricted common shares pursuant to a
financial consulting agreement (refer to Note 10). At the time of issuance, the
shares had a value of $3.92 per share and $19,600 was recorded as stock-based
consulting fees.
F-15
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
SHARE PURCHASE WARRANTS
On June 15, 2007 the Company issued to certain investors an aggregate of 59,998
non-transferable common share purchase warrants to acquire an equivalent number
of common shares of the Company pursuant to the investors' respective December
22, 2006 private placement subscription agreements with the Company. These
warrants were issued as liquidated damages resulting from the Company's delay in
not having a registration statement respecting the investors' securities within
the Company declared effective by the SEC within four months from the original
date of issuance by the Company of the securities underlying the original
subscription agreements. This additional warrant issuance was provided for under
the terms of the original subscription agreements whereby 1/100 of an additional
warrant was issuable to each such investor for each $1.00 in aggregate
subscription price funds paid by the investor to the Company under the private
placement and in respect of each 30 day period (or partial period thereof) of
delay of the aforementioned registration statement effectiveness. Each resulting
warrant now entitles the holder thereof to purchase an additional share of the
Company's restricted common stock under the same terms as the original warrants
issued at the closing of the private placement in December of 2006. Under the
terms of the subscription agreements, the Company shall use its reasonable best
efforts to maintain the effectiveness of the registration statement for a period
of not less than nine months from the June 15, 2007 effective date. If the
Company fails to maintain the effectiveness of the registration statement for a
period of eight months from the initial deadline of April 22, 2007, additional
warrants may be issuable. As of July 31, 2007 the maximum number of warrants
issuable as liquidated damages through the eight month period expiring December
22, 2007 would be 300,000. The $116,396 fair value of the common share purchase
warrants was recorded as interest and finance charges during the period. The
fair value of these warrants was estimated using the Black-Scholes option
pricing model with an expected life of 1 year, a risk free interest rate of
5.25%, a dividend yield of 0%, and an expected volatility of 98%.
During the seven months ended July 31, 2007, 1,283,500 common share purchase
warrants were exercised for total aggregate proceeds of $2,908,750. Additional
proceeds of $34,750 were received prior to July 31, 2007 and have been disclosed
on the Balance Sheets as Common share and warrant proceeds.
A summary of the Company's common share purchase warrants as of July 31, 2007
and changes during the period is presented below:
______________________________________________________________________________________________________________________________
Weighted average
Number of Weighted average Remaining
warrants exercise price life (years)
______________________________________________________________________________________________________________________________
Balance, December 31, 2005 - $ - -
Issued 5,133,500 2.55 1.76
Exercised - - -
______________________________________________________________________________________________________________________________
Balance, December 31, 2006 5,133,500 2.55 1.76
Issued 159,998 3.00 1.00
Exercised (1,283,500) (2.27) (0.09)
______________________________________________________________________________________________________________________________
Balance, July 31, 2007 4,009,998 $ 2.66 1.70
==============================================================================================================================
The aggregate intrinsic value ("AIV") under the provisions of SFAS No. 123R of
the 500,000 compensation warrants previously issued to consultants as at July
31, 2007 was estimated at $1,225,000.
STOCK OPTIONS
On December 19, 2005 the Board of Directors of the Company ratified, approved
and adopted a Stock Option Plan for the Company in the amount of 5,250,000
shares at $0.333 per share. On April 10, 2006 the Company amended its 2005 Stock
Option Plan whereby, subject to adjustment from time to time as provided in
Article 11.1, whereby the number of common shares available for issuance under
the Plan was increased from 3,500,000 shares to 7,500,000 shares. On October 10,
2006 the Company ratified the 2006 Stock Incentive Plan whereby, subject to
adjustment from time to time as provided in Article 18.1, the number of common
shares available for issuance under the Plan was increased to 10,000,000 shares.
F-16
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
On January 2, 2007, a total of 565,000 stock options were granted to employees,
consultants, and officers at an exercise price of $3.30 per share. The term of
these options is ten years. The fair value of these options at the date of grant
of $1,548,100 was estimated using the Black-Scholes option pricing model with an
expected life of 5 years, a risk free interest rate of 5.22%, a dividend yield
of 0%, and an expected volatility of 113% and has been recorded as stock based
consulting fees, management fees, and wages and benefits in the period. All of
the options vested completely at the date of grant.
On January 2, 2007 the Company entered into an agreement to purchase a database
consisting of drilling, mapping and logging reports covering uranium and
associated metals prospects located primarily in New Mexico. Consideration for
the asset purchase was a one time cash payment of $20,000 (paid) and 50,000
stock options vesting as to 25,000 option shares upon the effective date of the
agreement and the final 25,000 option shares vesting six months from the
effective date of the agreement. The stock options have an exercise price of
$3.30 and are exercisable for a period of two years from the date of grant.
Should the Company or any party related to the Company acquire any mineral
property interest within the prospects covered by the database, the Company will
be obligated to pay an overriding royalty of 1% or 2% on lands with and without
an underlying royalty interest respectively. The fair value of these options at
the date of grant of $146,500 has been recorded as mineral property acquisition
costs in the period and was estimated using the Black-Scholes option pricing
model with an expected life of 5 years, a risk free interest rate of 5.22%, a
dividend yield of 0%, and an expected volatility of 113%.
On March 30, 2007, a total of 415,000 stock options were granted to employees,
consultants, and officers at an exercise price of $5.70 per share. The term of
these options is ten years. The fair value of these options at the date of grant
of $1,962,950 was estimated using the Black-Scholes option pricing model with an
expected life of 5 years, a risk free interest rate of 5.26%, a dividend yield
of 0%, and an expected volatility of 116%. The vested portion of the value of
these options, being $845,488, has been recorded as stock based consulting fees,
management fees, and wages and benefits in the period.
During the seven months ended July 31, 2007, 995,000 stock options were
exercised for cumulative net proceeds of $745,000.
A summary of the Company's stock options as of July 31, 2007 and changes during
the period is presented below:
______________________________________________________________________________________________________________________________
Weighted average
Number of Weighted average Remaining
options exercise price life (years)
______________________________________________________________________________________________________________________________
Balance, December 31, 2005 4,725,000 $ 0.33 9.23
Issued 2,485,000 0.72 10.00
Exercised (3,137,500) (0.52) (9.81)
______________________________________________________________________________________________________________________________
Balance, December 31, 2006 4,072,500 0.61 9.17
Issued 1,030,000 4.27 9.61
Exercised (995,000) (0.75) (8.93)
Cancelled (275,000) (0.64) (9.05)
______________________________________________________________________________________________________________________________
Balance, July 31, 2007 3,832,500 $ 1.44 8.82
==============================================================================================================================
The AIV under the provisions of SFAS No. 123R of all outstanding options at July
31, 2007 was estimated at $8,403,708. Additionally, the AIV of options exercised
during the seven months ended July 31, 2007 was estimated at $4,676,250.
DEFERRED COMPENSATION
On February 1, 2006, the Company issued 772,500 restricted common shares at a
price of $0.3333 per share for a value of $257,500 to a consultant in connection
with a one year corporate finance consulting services agreement of the same
date. The consultant provided among other things, assistance in the initiation,
coordination, implementation and management of all aspects of any program or
project in connection with the corporate finance development and maintenance of
the Company's various business interests. The $257,500 charge was recorded as
deferred compensation and expensed over a one year term. Accordingly, the
remaining $21,458 at December 31, 2006 has been expensed as stock based
consulting fees during the period.
F-17
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
On April 1, 2006 the Company entered into a twelve month consulting agreement to
provide services including financial and investor public relations and related
matters in the Federal Republic of Germany. The Company paid approximately
$370,000 (290,000 EUR) in cash for current contract expenditures and issued
400,000 restricted common shares of the Company at a price of $2.25 per share
for a value of $900,000. The $900,000 charge was recorded as deferred
compensation and expensed over a one year period. Accordingly, the unamortized
balance of $225,000 at December 31, 2006 has been expensed as stock based
consulting fees during the period.
STOCK BASED COMPENSATION
A summary of stock based compensation expense as of July 31, 2007:
______________________________________________________________________________________________________________________________
For the Period
Seven Months From May 16, 2003
Ended Year Ended (inception) to
July 31, 2007 December 31, 2006 July 31, 2007
______________________________________________________________________________________________________________________________
Stock Based Consulting
Amortization of deferred compensation $ 246,458 $ 911,042 $ 1,157,500
Common stock issued for consulting services 74,725 6,250 80,975
Options issued to consultants 382,875 2,130,149 3,197,032
Warrants issued for consulting services - 1,618,526 1,618,526
______________________________________________________________________________________________________________________________
704,058 4,665,967 6,054,033
______________________________________________________________________________________________________________________________
Stock Based Management Fees
Amortization of deferred compensation - 650,000 650,000
Options issued to management 1,774,500 273,253 2,047,753
______________________________________________________________________________________________________________________________
1,774,500 923,253 2,697,753
______________________________________________________________________________________________________________________________
Stock Based Wages and Benefits
Options issued to employees 236,213 431,078 667,291
______________________________________________________________________________________________________________________________
$ 2,714,771 $ 6,020,298 $ 9,419,077
==============================================================================================================================
NOTE 9: INCOME TAXES
________________________________________________________________________________
The Company has adopted FASB No. 109 for reporting purposes. As of July 31,
2007, the Company had net operating loss carry forwards of approximately
$21,533,269 that may be available to reduce future years' taxable income. These
carry forwards will begin to expire, if not utilized, commencing in 2023. Future
tax benefits which may arise as a result of these losses have not been
recognized in these financial statements, as their realization is determined not
likely to occur and accordingly, the Company has recorded a valuation allowance
for the deferred tax asset relating to these tax loss carry forwards.
The Company reviews its valuation allowance requirements on an annual basis
based on projected future operations. When circumstances change and this causes
a change in management's judgment about the recoverability of future tax assets,
the impact of the change on the valuation allowance is generally reflected in
current income.
A reconciliation of income tax computed at the federal and state statutory tax
rates and the Company's effective tax rate is as follows:
______________________________________________________________________________________________________________________________
Seven Months
Ended Year Ended
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
Federal income tax provision at statutory rate (35.00)% (35.00)%
States income tax provision at statutory rates,
net of federal income tax effect (5.48)% (5.48)%
______________________________________________________________________________________________________________________________
Total income tax provision (40.48)% (40.48)%
==============================================================================================================================
F-18
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
The actual income tax provisions differ from the expected amounts calculated by
applying the combined federal and state corporate income tax rates to the
Company's loss before income taxes. The components of these differences are as
follows:
______________________________________________________________________________________________________________________________
Seven Months Year Ended
Ended
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
Loss before income taxes $ (16,388,546) $ (14,818,318)
Corporate tax rate 40.48% 40.48%
______________________________________________________________________________________________________________________________
Expected tax expense (recovery) (6,634,083) (5,998,455)
Increase (decrease) resulting from:
Permanent differences 715,623 264,757
True-up adjustment 103,653 -
Non-qualified stock options (1,359,095) (2,444,959)
Change in valuation allowance 6,978,731 8,178,657
______________________________________________________________________________________________________________________________
From Operations (195,171) -
Unrecognized gain, other comprehensive income 195,171 -
______________________________________________________________________________________________________________________________
Future income tax provision (recovery) $ - $ -
==============================================================================================================================
The Company's deferred tax assets are as follows:
______________________________________________________________________________________________________________________________
Seven Months Year Ended
Ended
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
Deferred tax assets
Mineral property acquisitions $ 4,782,209 $ 1,551,376
Exploration costs 1,398,264 747,711
Permitting fees and expenditures 87,655 -
Stock option expense 1,195,355 1,205,561
Depreciable property 7,230 1,784
Charitable donations 7,475 3,022
Loss carry forwards 8,716,371 5,511,203
______________________________________________________________________________________________________________________________
16,194,559 9,020,657
Valuation allowance (15,999,388) (9,020,657)
______________________________________________________________________________________________________________________________
Net Deferred Tax Assets 195,171 -
Deferred tax liability, other comprehensive income (195,171) -
______________________________________________________________________________________________________________________________
Net Deferred Income Tax Assets $ - $ -
==============================================================================================================================
As the criteria for recognizing future income tax assets have not been met due
to the uncertainty of realization, a valuation allowance of 100% has been
recorded for the current and prior year.
The Company's net operating loss carryforwards expire as follows:
______________________________________________________________________________________________________________________________
July 31, 2023 $ 24,132
July 31, 2024 74,499
July 31, 2025 403,227
July 31, 2026 13,113,235
July 31, 2027 7,918,175
______________________________________________________________________________________________________________________________
$ 21,533,269
==============================================================================================================================
For U.S. federal income tax purposes a change in ownership under IRC Section 382
may have occurred in a prior year. If an ownership change has occurred, the
utilization of these losses against future income would be subject to an annual
limitation. The annual limitation would be equal to the value of the Company
immediately prior to the change in ownership multiplied by the IRC Section 382
rate in effect during the month of the change.
F-19
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
NOTE 10 COMMITMENTS
________________________________________________________________________________
On February 1, 2007 the Company entered into a financial consulting agreement
for a 12 month term. The Consultant will: i) disseminate the Company's news
releases, investor packages, research reports and corporate and industry sector
materials; ii) promote investor awareness and manage financial public relations
to the investment community; and iii) arrange meetings with industry sector
analysts, stock brokers and portfolio managers. The Company will pay the
Consultant $6,500 and 2,500 restricted common shares per month. As of July 31,
2007 share issuances of 2,500 for February through June have been issued, and
accordingly, a total expense of $74,725 has been included in stock-based
consulting fees based on the fair value of the 12,500 shares issued.
On March 29, 2007 the Company entered into a six month consulting services
agreement valued at approximately (euro)300,178 ($411,694 US). The Consultant
will provide advice on public and investor relations related matters. Under the
terms of the agreement, the Company paid a retainer of approximately
(euro)209,000 ($286,644 US), and will pay a final installment of approximately
(euro)91,178 ($125,050 US) which was due 90 days from the date of the agreement.
On April 6, 2007 the Company entered into a twelve month consulting services
agreement at $10,000 per month. The consultant will provide representation
before the executive and legislative branches of the federal government and
state governments in addition to providing consulting services on political
matters.
The Company is committed to pay its key executives a total of approximately
$457,000 per year for management services.
The Company is currently leasing office premises in New Mexico, Texas, and
Wyoming with total monthly payments of $9,444, with all agreements having a
maximum term of no more than three years.
The aggregate minimum payments over the next five years are as follows:
______________________________________________________________________________________________________________________________
July 31, 2008 $ 706,585
July 31, 2009 150,431
______________________________________________________________________________________________________________________________
$ 857,016
==============================================================================================================================
NOTE 11 SUPPLEMENTAL CASH FLOW INFORMATION AND
________________________________________________________________________________
NONCASH INVESTING AND FINANCING ACTIVITIES
During the seven month period ended July 31, 2007, the Company received the
333,333 High Plains Uranium ("HPU") shares pursuant to the July 27, 2006 option
agreement to sell its Cadena historical mining database. The HPU shares had a
recorded value of $235,040 based on the fair value on the date of the agreement,
and were reported as an agreement receivable as of December 31, 2006. On January
19, 2007 HPU completed a business combination agreement with Energy Metals Corp.
("EMC"), a Canadian based public company listed on the NYSE Arca and Toronto
Stock Exchanges. As a result, the 333,333 shares of HPU were exchanged on a
1:6.2 basis and the Company received 53,763 shares of EMC. (Refer to Note 12)
______________________________________________________________________________________________________________________________
Seven Months Year Ended
Ended
July 31, 2007 December 31, 2006
______________________________________________________________________________________________________________________________
Interest paid $ - $ -
Income taxes paid $ - $ -
==============================================================================================================================
F-20
URANIUM ENERGY CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2007
________________________________________________________________________________
NOTE 12: CHANGE IN FISCAL YEAR
________________________________________________________________________________
Comparative figures for seven months ended July 31, 2006 are outlined as
follows:
______________________________________________________________________________________________________________________________
Seven Months
Ended
July 31, 2006
______________________________________________________________________________________________________________________________
Revenue $ -
Gross Profit -
Income Taxes -
______________________________________________________________________________________________________________________________
Loss from Continuing Operations (7,991,544)
______________________________________________________________________________________________________________________________
Net Loss $ (7,991,544)
==============================================================================================================================
Basic and Diluted Loss per Share $ (0.33)
==============================================================================================================================
Weighted Average Number of Shares Outstanding, Basic and Diluted 24,501,731
==============================================================================================================================
NOTE 13: SUBSEQUENT EVENTS
________________________________________________________________________________
(a) On August 10, 2007 Uranium One Inc. ("UOI"), a Canadian based
public company listed on the Toronto Stock Exchange, completed an
acquisition of all of the issued and outstanding shares of Energy
Metals Corporation ("EMC"). As a result, 53,763 shares of EMC were
exchanged on a 1.15:1 basis and the Company received 61,827 shares
of UOI.
(b) On September 15, 2007 the Company entered into a three month
consulting services agreement valued at approximately (euro)84,000
($116,633 US). The Consultant will provide advice on public and
investor relations related matters. Under the terms of the
agreement, the Company paid a retainer of approximately
(euro)55,000 ($76,367 US), and will pay two additional
installments of approximately (euro)10,000 ($13,885 US) each 30
and 60 days from the date of the agreement respectively.
Additionally, the Company will pay a service fee of approximately
(euro)3,000 ($4,165 US) per month during the three month term.
(c) On September 25, 2007 the Company entered into an agreement to
purchase a database consisting of drilling, mapping and logging
reports covering uranium and associated metals prospects located
primarily in New Mexicoa and Wyoming. Consideration for the asset
purchase was $100,000, consisting of (i) a $50,000 cash payment
upon acceptance (paid); and a final $50,000 installment prior to
January 11, 2008.
F-21
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our principal independent accountant is Ernst & Young LLP, Chartered
Accountants, of 700 West Georgia Street, P.O. Box 10101, Vancouver, British
Columbia, Canada, V7Y 1C7.
ITEM 8A. CONTROLS AND PROCEDURES
FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was conducted under the supervision and with the participation of
our management, including Amir Adnani, our President and Chief Executive Officer
("CEO") and Pat Obara, our Chief Financial Officer ("CFO"), of the effectiveness
of the design and operation of our disclosure controls and procedures as of July
31, 2007. Based on that evaluation, Messrs. Adnani and Obara concluded that our
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms. Such officers also confirm that
there was no change in our internal control over financial reporting during the
seven months ended July 31, 2007, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
AUDIT COMMITTEE REPORT
Our Board of Directors has established an audit committee. The members of the
audit committee are Messrs. Erik Essiger, Ivan Obolensky and Vincent Della
Volpe. All of the members of the audit committee are "independent" within the
meaning of Rule 10A-3 under the Exchange Act and are financial experts. The
audit committee operates under a written charter adopted by the Board of
Directors.
The audit committee has reviewed and discussed with management our audited
financial statements as of and for seven months ended July 31, 2007. The audit
committee has also discussed with Ernst & Young LLP the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants. The audit committee has received and
reviewed the written disclosures and the letter from Ernst & Young LLP required
by Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as amended, and has discussed with Ernst & Young LLP their
independence.
Based on the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the audited financial statements
referred to above be included in our Annual Report on Form 10-KSB for seven
months ended July 31, 2007 filed with the SEC.
ITEM 8B. OTHER INFORMATION
Not applicable.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
All of our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal. Our directors and executive officers
and their respective ages as of the date of this Annual Report are as follows:
59
________________________________________________________________________________
NAME AGE POSITION WITH THE COMPANY
________________________________________________________________________________
Amir Adnani 29 President, Chief Executive Officer, Principal
Executive Officer and a director
Alan P. Lindsay 57 Chairman and a director
Harry Anthony 60 Chief Exploration Officer and a director
Secretary, Treasurer, Chief Financial Officer
and Principal
Pat Obara 51 Accounting Officer
Erik Essiger 42 Director
Ivan Obolensky 82 Director
Vincent Della Volpe 65 Director
________________________________________________________________________________
BIOGRAPHIES
The following describes the business experience of each of our directors and
executive officers, including other directorships held in reporting companies:
AMIR ADNANI
Mr. Amir Adnani is a founder of the Company and has been our President, Chief
Executive Officer, Principal Executive Officer and a director since January 24,
2005. Mr. Adnani is an entrepreneur with an extensive background in business
development and marketing. He founded Blender Media Inc., a Vancouver based
company that provides strategic marketing and financial communications services
to public companies and investors in the mineral exploration, mining, and energy
sectors. Mr. Adnani holds a Bachelor of Science degree from the University of
British Columbia. Mr. Adnani is not a director or officer of any other U.S.
reporting company.
ALAN P. LINDSAY
Mr. Alan P. Lindsay is a founder of the Company and has been our Chairman and a
director since May 16, 2003. Mr. Lindsay has extensive experience and expertise
in the mining and biomedical fields. From 2000 to the present, he has been the
Chairman, President and CEO of MIV Therapeutics, Inc., a publicly-listed
biomedical company focused on biocompatible coating technology for stents and
medical devices. Mr. Lindsay was the founder of AZCO Mining Inc. and served as
Chairman, President and CEO of AZCO from 1992 to 2000. During his term, AZCO
obtained listings on both the Toronto and American Stock Exchanges. AZCO
developed the Sanchez copper deposit and Piedras Verdes copper deposits. Mr.
Lindsay negotiated a business transaction with Phelps Dodge Corporation that led
to the sale of the Sanchez deposit for $55 million and a joint venture on the
Piedras Verdes deposit. Mr. Lindsay is also a director of TapImmune Inc., a US
reporting company, and a director of Hana Mining Ltd., a TSX Venture Exchange
reporting company.
HARRY L. ANTHONY IV P.E.
Mr. Harry L. Anthony has been our Chief Operating Officer and a director since
February 2006. Mr. Anthony has 38 years of experience in hydrometallurgical
processing of which, 32 years have been in the ISR uranium mining industry.
From approximately 1997 to early 2006, Mr. Anthony had been a consultant
through Anthony Engineering Services to several major uranium companies and
international agencies, which duties generally include project evaluation,
operations "trouble shooter" and technical and financial expert. From
approximately 1990 through 1997, Mr. Anthony was a Senior Vice President of
Uranium Resources, Inc., where he managed all facets of operations and technical
support to achieve production goals, drilling, ion exchange, reverse osmosis,
software development and equipment design. His duties also included oversight of
construction, technical aspects, and daily operations of plants and wellfields,
budget planning and forecasting, property evaluations and reserve estimations.
Mr. Anthony also previously served as the vice-president of
engineering/engineering manager and director of Uranium Resources, Inc., and a
project superintendent and project engineer for Union Carbide Corp. Mr. Anthony
was on the board of directors of Uranium Resources, Inc. from 1984 through 1994.
He is the author of several publications and the recipient of the awards
"Distinguished Member of the South Texas Mineral Section of AIME -1987" and
"1999 Outstanding Citizen of the Year - Kingsville Chamber of Commerce". Mr.
60
Anthony received an M.S. in Engineering Mechanics in 1973 and a B.S. in
Engineering Mechanics in 1969 from Pennsylvania State University. Mr. Anthony is
not a director or officer of any other US reporting company.
PAT OBARA
Mr. Obara became our Secretary, Treasurer, Chief Financial Officer and Principal
Accounting Officer on August 23, 2006. During the past five years Mr. Obara has
worked as a consultant to several private and publicly listed companies
providing various consulting services in the areas of corporate finance and
administration. From March of 2003 to present Mr. Obara has provided various
administrative consulting services to private companies involved in business
activities in Asia and North America. Prior to April of 2004 Mr. Obara served as
the Chief Financial Officer and a director of two public companies listed on the
TSX Venture Exchange. Mr. Obara was involved in the restructuring, organizing
and management of these development stage companies which were involved in the
resource and technology sectors. Mr. Obara is not a director or officer of any
other US reporting company.
ERIK ESSIGER
Mr. Essiger became one of our directors and a member of our Audit Committee on
August 23, 2006. During the past five years Mr. Essiger has been: the Managing
Director and the founder of SWISS Capital Partners AG (previuously Precisetech
GmbH), a corporate finance advisory company focused on international M&A
transactions (from October 2004 to present); a member of the Supervisory Board
of Corix Capital AG (from December 2003 to December 2006); the Senior Manager,
Transaction Services Strategy Group, with PricewaterhouseCoopers AG, heading up
the commercial and due diligence practice of that group in Germany which
provided services mainly to private equity clients of the firm (from April 2003
to September 2004); and a member of the Executive Board (Vorstand) of MultiMedia
Technologies AG, a producer of set-top-boxes and a company operating in the
fields of interactive digital television and the streaming media market (from
July 2000 to July 2002). Mr. Essiger also has extensive international experience
in corporate restructuring; especially in Germany, Russia, Hong Kong and
Switzerland; and he was a member of the German-Russian co-operation council. Mr.
Essiger is not a director or officer of any other US reporting company.
IVAN OBOLENSKY
Mr. Obolensky has 40 years experience in the investment banking business as a
financial analyst, with specific expertise in the areas of defense aerospace,
oil and gas, nuclear power, metals and mining, publishing and high technology
industries. He has been an executive of several investment banks, including
Sterling Grace & Co., Jesup, Josephthal & Co., Dominick and Dominick, Inc.,
Middendorf Colgate, and CB Richard Ellis Mosley Hallgarten. Currently, Mr.
Obolensky is a Senior Vice President of Shields & Company, an Investment Bank
and Member of the New York Stock Exchange. Ivan Obolensky is a Registered
Investment Advisor, Supervisory Financial Analyst and a member of the New York
Society of Security Analysts. He has made frequent appearances as a guest on
CNBC, CNNfn, and Bloomberg TV. Mr. Obolensky is also a member of various
foundations and philanthropic organizations, and serves as Chairman and CEO of
the Soldiers' Sailors' Marines' Coast Guard and Airmen's Club in New York and as
a Director and President Emeritus of the Children's Cancer and Blood Foundation
at New York Presbyterian Hospital; President and Director of Masonic Toys For
Tots Foundation . He is a graduate of Yale University and a retired Lieutenant
(Junior Grade) in the U.S. Naval Air Corps. Mr. Obolensky is a director of Gold
Canyon Resources, Inc., a junior natural resources company incorporated in
British Columbia, Canada that, is listed on the TSX Venture Exchange.
VINCENT DELLA VOLPE
Mr. Della Volpe has served as a professional money manager for over 35 years,
including as a senior portfolio manager of pension funds for Honeywell
Corporation and senior vice president of the YMCA Retirement fund in New York.
Throughout his career Mr. Della Volpe has particularly focused on the management
of energy and utility equity portfolios, and he also has experience managing
venture capital investments. Mr. Della Volpe holds a Bachelor of Arts in
Accounting and an MBA in finance, both from Seton Hall University. Since
September 2006, Mr. Della Volpe has served as a director of Gold Canyon
Resources, Inc., a junior natural resources company incorporated in British
Columbia, Canada, that is listed on the TSX Venture Exchange.
61
FAMILY RELATIONSHIPS
Alan P. Lindsay is the father-in-law of Amir Adnani.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers or control persons have been involved
in any of the following events during the past five years: (i) any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time; (ii) any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses); (iii) being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or (iv) being found by a court of competent jurisdiction (in
a civil action), the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
As of the date of this Annual Report Messrs. Essiger, Obolensky and Della Volpe
have been appointed as members to our audit committee. All of the three members
are "independent" within the meaning of Rule 10A-3 under the Exchange Act and
are financial experts. The audit committee operates under a written charter
adopted by the Board of Directors.
The audit committee's primary function is to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling its
oversight responsibilities regarding finance, accounting, and legal compliance.
The audit committee's primary duties and responsibilities will be to: (i) serve
as an independent and objective party to monitor our financial reporting process
and internal control system; (ii) review and appraise the audit efforts of our
independent accountants; (iii) evaluate our quarterly financial performance as
well as our compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide an open avenue of communication among the independent accountants,
management and the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than 10% of our common stock, to file reports
of ownership and changes in ownership with the SEC. Copies of all filed reports
are required to be furnished to us pursuant to Rule 16a-3 promulgated under the
Exchange Act. Based solely on the reports received by us and on the
representations of the reporting persons, we believe that these persons have
complied with all applicable filing requirements during the seven months ended
July 31, 2007.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to our Chief Executive
Officer and those executive officers that earned in excess of $100,000 during
the seven month period ended July 31, 2007 (collectively, the "Named Executive
Officers"):
62
_______________________________________________________________________________________________________________________________
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) STOCK OPTION TOTAL ($)((3))
AWARDS ($) AWARDS ($)
_______________________________________________________________________________________________________________________________
Amir Adnani, President 2007 88,750((1)) - - 616,500(2) 705,250
and Chief Executive Officer
Harry L. Anthony, Chief
Operating Officer 2007 93,750(1) - - 616,500(2) 710,250
Pat Obara, Secretary, Treasurer
and Chief Financial Officer 2007 51,707(1) - - 68,500(2) 120,207
_______________________________________________________________________________________________________________________________
(1) These amounts represent fees paid by us to the Named Executive
Officers during the past year pursuant to various employment and
consulting services agreements, as between us and the Named
Executive Officers, which are more particularly described in this
Annual Report. See "Item 10. Executive Compensation - Employment
and Consulting Agreements.
(2) These amounts represent the fair value of these options at the
date of grant which was estimated using the Black-Scholes option
pricing model.
(3) The Company did not record any non-equity incentive compensation
plan expense, non-qualified deferred compensation expense or other
compensation expense for the Named Executive Officers.
STOCK OPTIONS/SAW GRANTS IN SEVEN MONTHS ENDED JULY 31, 2007
The following table sets forth information as at July 31, 2007, relating to
options that have been granted to the Named Executive Officers:
______________________________________________________________________________________________________________________________
OPTION AWARDS
EQUITY INCENTIVE
PLAN AWARDS:
NUMBER OF NUMBER OF NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED UNEXERCISED OPTION OPTION
OPTIONS OPTIONS UNEARNED EXERCISE EXPIRATION
NAME EXERCISABLE (#) UNEXERCISABLE (#) OPTIONS (#)(1) PRICE ($) DATE
______________________________________________________________________________________________________________________________
Amir Adnani, President 202,500 - - 0.33 12/20/15
and CEO 225,000 - - 3.30 01/01/17
202,500 - - 0.33 12/20/15
Harry L. Anthony, 172,500 - - 0.33 02/01/16
Chief Operating Officer 225,000 - - 3.30 01/01/17
Pat Obara, 200,000 - - 1.30 10/10/16
Chief Financial Officer 25,000 - - 3.30 01/01/17
______________________________________________________________________________________________________________________________
(1) There are no outstanding stock awards for the Named Executive Officers.
DIRECTORS COMPENSATION TABLE
The following table sets forth information relating to compensation paid to our
directors in 2007:
______________________________________________________________________________________________________________________________
FEES EARNED
OR PAID STOCK OPTION
NAME IN CASH ($) AWARDS ($) AWARDS ($) TOTAL ($)((3))
______________________________________________________________________________________________________________________________
Alan P. Lindsay, Chairman 9,540(1) - - 9,540
Amir Adnani 88,750 - 616,500 705,250
Harry L. Anthony 93,750 - 616,500 710,250
63
Erik Essiger - - - -
Ivan Obolensky - - 473,000(2) 473,000-
Vincent Della Volpe - - - -
______________________________________________________________________________________________________________________________
(1) Alan Lindsay received $3,000 per month through March 31, 2007, for
the provision of various management consulting services provided
by Mr. Lindsay to us on a monthly basis and from time to time.
(2) This amount represents the fair value of these options at the date
of grant which was estimated using the Black-Scholes option
pricing model.
(3) The Company did not record any non-equity incentive compensation
plan expense, non-qualified deferred compensation expense or other
compensation expense for the Directors.
EMPLOYMENT AND CONSULTING AGREEMENT
ANTHONY EMPLOYMENT AGREEMENT
On February 15, 2006, our Board of Directors authorized and approved the
execution of an employment agreement between us and Harry L. Anthony (the
"Anthony Employment Agreement"). On July 1, 2006, our Board of Directors
approved an amendment to the Anthony Employment Agreement extending the initial
term thereunder to July 1, 2008. Pursuant to the terms and provisions of the
Anthony Employment Agreement, as amended: (i) Mr. Anthony shall provide duties
to us commensurate with his executive position as our Chief Operating Officer
and he will also become a member of our Board of Directors; (ii) we shall pay to
Mr. Anthony a monthly fee of $10,000 to October 1, 2006 when the monthly fee
paid to Mr. Anthony increased to $12,500 through February 28, 2007, when an
additional increase to $13,750 is currently being paid; (iii) we granted an
aggregate of 250,000 pre-forward split stock options to Mr. Anthony to purchase
shares of our restricted common stock at $0.50 per share for a ten-year term;
and (iv) the Anthony Employment Agreement may be terminated without cause by
either of us by providing prior written notice of the intention to terminate at
least 90 days (in the case of our company after the initial term) or 30 days (in
the case of Mr. Anthony) prior to the effective date of such termination.
During the seven months ended July 31, 2007, an aggregate of $93,750 was
incurred by us to Mr. Anthony under the terms and provisions of the Anthony
Employment Agreement. As of the date of this Annual Report no balance remains
due and owing to Mr. Anthony as compensation under the Anthony Employment
Agreement.
ADNANI EXECUTIVE SERVICES AGREEMENT
On July 1, 2006, our Board of Directors authorized and approved an executive
services agreement between us and Amir Adnani, as amended by letter agreement
dated July 1, 2007 (the "Adnani Executive Services Agreement"). The current
initial term of the agreement is two years expiring on July 1, 2009. Pursuant to
the terms and provisions of the Adnani Executive Services Agreement: (i) Mr.
Adnani shall continue to provide duties to us commensurate with his current
executive positions as our President and Chief Executive Officer; (ii) we shall
pay to Mr. Adnani a monthly fee of $10,000.00 to December 31, 2006, when the
monthly fee paid to Mr. Adnani increased to $12,500 through June 30, 2007, when
an additional increase to $13,750 is currently being paid; (iii) we confirmed
the previous granting of his existing pre-forward split stock options; and (iv)
the Adnani Executive Services Agreement may be terminated without cause by
either of us by providing prior written notice of the intention to terminate at
least 90 days (in the case of our company after the initial term) or 30 days (in
the case of Mr. Adnani) prior to the effective date of such termination.
During the seven months ended July 31, 2007, an aggregate of $88,750 was
incurred by us to Mr. Adnani under the terms and provisions of the Adnani
Executive Services Agreement. As of the date of this Annual Report no balance
remains due and owing to Mr. Adnani as compensation under the Adnani Executive
Services Agreement.
OBARA BUILDERS LTD. CONSULTING SERVICES AGREEMENT
64
On August 15, 2007, with an effective date of July 1, 2007, our Board of
Directors authorized and approved the "Obara Builders Consulting Services
Agreement". The initial term of the agreement is two years expiring on July 1,
2009. Pursuant to the terms and provisions of the Obara Builders Consulting
Services Agreement: (i) Mr. Obara shall continue to provide duties to us
commensurate with his current executive positions as our Secretary, Treasurer,
Chief Financial Officer and Principal Accounting Officer; (ii) we shall pay to
Obara Builders Ltd., a private company controlled by Pat Obara, a monthly fee of
CAD $10,000; (iii) we approved the granting of stock options from time to time
at such fair market exercise price or prices per Option Share as may be
determined by our Board of Directors; and (iv) the Obara Builders Ltd.
Consulting Services Agreement may be terminated without cause by either of us by
providing prior written notice of the intention to terminate at least 90 days
(in the case of our company after the initial term) or 30 days (in the case of
Mr. Obara) prior to the effective date of such termination. See "Item 9.
Directors, Executive Officers, Promoters, Control Person and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act", "Item 10.
Executive Compensation" and "Item 12 Certain Relationships and Related
Transactions and Director Independence."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
As of the date of this Annual Report the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report there are 37,612,088 shares of common stock issued
and outstanding.
______________________________________________________________________________________________________________________
NAME AND ADDRESS OF BENEFICIAL OWNER(1) AMOUNT AND NATURE OF PERCENTAGE OF BENEFICIAL
BENEFICIAL OWNERSHIP(1) OWNERSHIP
______________________________________________________________________________________________________________________
DIRECTORS AND OFFICERS:
Amir Adnani
320 - 1111 West Hastings Street
Vancouver, B. C., Canada, V6E 2J3 2,160,701(2) 5.74%
Alan P. Lindsay
2701 - 1500 Hornby Street
Vancouver, B. C., Canada, V6Z 2R1 2,881,287(3) 7.66%
Harry L. Anthony
P.O. Box 1328
Kingsville, TX, U.S.A., 78364 1,372,500(4) 3.65%
Pat Obara
2791 West 35th Avenue
Vancouver, B. C., Canada, V6N 2M1 225,000((5)) *
Erik Essiger
P.O. Box 37491, Dubai, UAE 100,000((6)) *
Ivan Obolensky
425 East 79th Street
New York, NY, U.S.A., 10021 116,000(7) *
Vincent Della Volpe
32 Evergreen Drive
Lincoln Park, NJ, U.S.A., 07035 Nil(8) *
______________________________________________________________________________________________________________________
All executive officers and directors 6,855,488((9)) 18.23%
as a group (7 persons)
______________________________________________________________________________________________________________________
MAJOR SHAREHOLDERS:
Isaiah Capital Trust
28 - 30 The Parade
St. Heller, Jersey, Channel Islands, JE4 8XY 2,735,000((10)) 7.27%
65
______________________________________________________________________________________________________________________
NAME AND ADDRESS OF BENEFICIAL OWNER(1) AMOUNT AND NATURE OF PERCENTAGE OF BENEFICIAL
BENEFICIAL OWNERSHIP(1) OWNERSHIP
______________________________________________________________________________________________________________________
Morgan Stanley & Co. fbo Passport Global Master Fund
SPC Ltd. And Passport Materials Master Fund, LP
402 Jackson Street
San Francisco, CA, U.S.A., 94111 4,200,000(1(1)) 11.17%
Westcliff Capital Management, LLC
200 - 7th Avenue, Suite 105
Santa Cruz, CA, U.S.A., 95062 3,660,000(1(2)) 9.73%
* Less than one percent.
(1) Under Rule 13d-3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to
direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the
right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the
amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power
with respect to the number of shares of common stock actually
outstanding as of the date of this Annual Report. As of the date
of this Annual Report, there were 37,612,088 shares issued and
outstanding. Beneficial ownership amounts reflect the forward
stock split effective February 28, 2006.
(2) This figure includes (i) 1,730,201 shares of common stock, (ii)
3,000 shares of common stock held of record by Amir Adnani's wife,
(iii) stock options to purchase 202,500 shares of our common stock
at an exercise price of $0.33 per share expiring on December 20,
2015, and (iv) stock options to purchase 225,000 shares of our
common stock at $3.30 per share expiring on January 2, 2017.
(3) This figure includes (i) 2,093,787 shares of common stock, (ii)
187,500 shares of common stock held of record by Alan P. Lindsay's
wife, and (iii) stock options to purchase 600,000 shares of our
common stock at an exercise price of $0.33 per share expiring on
December 20, 2015. Mr. Lindsay is the father-in-law of Amir
Adnani.
(4) This figure includes (i) 772,500 shares of common stock, (ii)
stock options to purchase 202,500 shares of our common stock at an
exercise price of $0.33 per share expiring on December 20, 2015,
(iii) stock options to purchase 172,500 shares of our common stock
at $0.33 per share expiring on February 14, 2016, and (iii) stock
options to purchase 225,000 shares of our common stock at $3.30
per share expiring on January 3, 2017.
(5) This figure includes (i) stock options to purchase 200,000 shares
of our common stock at $1.30 per share expiring on October 10,
2016; and (ii) stock options to purchase 25,000 shares of our
common stock at $3.30 per share expiring on January 2, 2017.
(6) This figure includes stock options to purchase 100,000 shares of
our common stock at $1.30 per share expiring on October 10, 2016.
(7) This figure includes (i) 16,000 shares of common stock, and (ii)
stock options to purchase 100,000 shares of our common stock at an
exercise price of $5.70 per share expiring on March 30, 2017.
(8) This individual became a director of the Company on July 23, 2007.
(9) This figure includes (i) 4,802,988 shares of common stock and (ii)
stock options to purchase 2,052,500 shares of our common stock at
exercise prices ranging from $0.33 to $5.70 per share.
(10) Isaiah Capital Trust is a trust organized under the laws of
Jersey, Channel Islands. The trustee of Isaiah Capital Trust is
Equity Trust (Jersey) Limited.
(11) This figure includes (i) 2,800,000 shares of common stock and (ii)
warrants to purchase 1,400,000 shares of our common stock at a
price of $3.00 per share. We are not aware who presently exercises
dispositive and voting power with respect to the shares of common
stock owned by Passport Global Master Fund SPC Ltd. & Passport
66
Materials Master Fund, LP; and these shareholders have no known
relationship with our company. We are also informed that Passport
Management, LLC acquired our securities as a portfolio manager in
the ordinary course of business for their own account without any
view or intention to distribute their securities and that, at the
time of purchase, they had no agreements or understandings,
directly or indirectly, with the Company or with any other party
to distribute the securities.
(12) This figure includes (i) 2,400,000 shares of common stock and (ii)
warrants to purchase 1,260,000 shares of our common stock at a
price of $3.00 per share. We are not aware who presently exercises
dispositive and voting power with respect to the shares of common
stock owned by Westcliff Capital Management, LLC; and this
shareholder has no known relationship with our company. We are
also informed that Westcliff Capital Management, LLC acquired our
securities as a portfolio manager in the ordinary course of
business for their own account without any view or intention to
distribute their securities and that, at the time of purchase,
they had no agreements or understandings, directly or indirectly,
with the Company or with any other party to distribute the
securities.
CHANGES IN CONTROL
We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Except for the transactions described below, none of our directors, officers or
principal stockholders, nor any associate or affiliate of the foregoing, have
any interest, direct or indirect, in any transaction or in any proposed
transactions, which has materially affected or will materially affect us during
seven months ended July 31, 2007.
EMPLOYMENT AND CONSULTING AGREEMENTS
During the seven months ended July 31, 2007, we had transactions with certain of
our officers and directors as follows: (i) we incurred an aggregate of $302,697
in management and/or consulting fees to Amir Adnani, Alan P. Lindsay, Harry L.
Anthony, Pat Obara, and Randall Reneau in the amounts of $88,750, $9,540,
$93,750, $51,707 and $58,950, respectively; and (ii) we recorded an additional
aggregate $1,774,500 in stock-based compensation expense.
During the seven months ended July 31, 2007, we paid $20,745 for consulting
services to a private company controller by a direct family member of our
Chairman.
During the seven months ended July 31, 2007, we paid $11,980 for marketing,
media and web hosting and maintenance services to a private company controller
by a direct family member of our President.
Amounts owing to related parties are unsecured, non-interest bearing and without
specific terms of repayment.
ITEM 13. EXHIBITS
The following exhibits are filed with this Annual Report on Form 10-KSB:
________________________________________________________________________________
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
________________________________________________________________________________
3.1 Articles of Incorporation, as amended(1)
3.1.1 Certificate of Amendment to Articles of Incorporation(2)
3.2 Bylaws(1)
3.3 Audit Committee Charter(1)
3.4 Ethics Charter(1)
4.1 Consulting Agreement between Uranium Energy Corp. and
Randall Reneau(3)
67
4.2 Mineral Asset Option Agreement(3)
4.3 Agreement and Addendum between Harry A. Moore Trust and
Uranium Energy Corp.(4)
4.4 Financial Consulting Services Agreement between Uranium
Energy Corp. and International Market Trend AG(5)
4.5 Harry A. Moore Trust Agreement(5)
4.6 Amending Agreement to Employment Agreement between Uranium
Energy Corp. and Harry Anthony(6)
4.7 Consulting Services and Right of First Refusal Agreement
between Uranium Energy Corp. and Jim Knupke(5)
4.8 Corporate Relations Consulting Services Agreement between
Uranium Energy Corp. and Michael Baybak and Corp. Inc.(5)
4.9 Corporate Finance Consulting Services Agreement between
Uranium Energy Corp. and Eurotrade Management Group Ltd.(5)
4.10 Executive Services Agreement between Uranium Energy Corp.
and Amir Adnani as amended by letter agreement(14)
4.11 Reneau Services Agreement between Uranium Energy Corp. and
Randall Reneau(6)
4.12 Uranium Mining Lease among Uranium Energy Corp., John G.
Jebsen and John Triantis(7)
4.13 Mineral Assets Letter Option Agreement between Uranium
Energy Corp., Fred Holley, Marty Holley and Betty Holley(8)
4.14 Cibola Resources LLC Members and Operating Agreements
between Uranium Energy Corp. and Neutron Energy, Inc.(9)
4.15 Obara Builders Executive Services Agreement between Uranium
Energy Corp. and Obara Builders Ltd.(10)
10.1 2005 Stock Option Plan of Uranium Energy Corp.(11)
10.2 Amended 2005 Stock Option Plan(12)
10.3 2006 Stock Incentive Plan of Uranium Energy Corp.(13)
31.1 CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a)
31.2 CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a)
32.1 CEO and CFO Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act
(1) Incorporated by reference to our Registration Statement on Form
SB-2 filed with the SEC on August 4, 2005.
(2) Incorporated by reference to our Current Report on Form 8-K filed
with the SEC on February 9, 2006.
(3) Incorporated by reference to the amendment to our Registration
Statement on Form SB-2 filed with the SEC on November 9, 2005.
(4) Incorporated by reference to our Current Report on Form 8-K as
filed with the SEC on December 21, 2005.
(5) Incorporated by reference to our Annual Report on Form 10-KSB for
the year ended December 31, 2005 filed with the SEC on April 13,
2006.
(6) Incorporated by reference to our Registration Statement on Form
SB-2 filed with the SEC on October 4, 2006.
(7) Incorporated by reference to our Quarterly Report on Form 10-QSB
filed with the SEC on August 21, 2006.
(8) Incorporated by reference to our Current Report on Form 8-K as
filed with the SEC on April 12, 2007.
(9) Incorporated by reference to our Current Report on Form 8-K as
filed with the SEC on May 4, 2006.
(10) Incorporated by reference to our Current Report on Form 8-K filed
with the SEC on October 6, 2007.
(11) Incorporated by reference to our Current Report on Form 8-K filed
with the SEC on December 21, 2005.
(12) Incorporated by reference to our Quarterly Report on Form 10-QSB
filed with the SEC on May 15, 2006.
(13) Incorporated by reference to our Quarterly Report on Form 10-QSB
filed with the SEC on November 20, 2006.
(14) Filed herewith.
68
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
During the seven months ended July 31, 2007, we incurred approximately $98,500
in fees to our principal independent accountants for professional services
rendered in connection with the audit of our financial statements for the seven
months ended July 31, 2007, and for the review of our financial statements for
the quarters ended March 31, 2007 and June 30, 2006.
During fiscal year ended December 31, 2006, we incurred approximately $70,000 in
fees to our principal independent accountant for professional services rendered
in connection with the audit of our financial statements for fiscal year ended
December 31, 2006, and for the review of our financial statements for the
quarters ended March 31, 2006, June 30, 2006 and September 30, 2006.
During fiscal year ended December 31, 2006, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.
____________
69
SIGNATURES
In accordance with Section 13 and 15 (d) of the Exchange Act, 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
and a director
Date: October 29, 2007.
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ AMIR ADNANI
__________________________________
Amir Adnani
President, Chief Executive Officer
and a director
Date: October 29, 2007.
By: /s/ ALAN P. LINDSAY
__________________________________
Alan P. Lindsay
Chairman and a director
Date: October 29, 2007.
By: /s/ HARRY L. ANTHONY
__________________________________
Harry L. Anthony
Chief Operating Officer and a
director
Date: October 29, 2007.
By: /s/ IVAN OBOLENSKY
__________________________________
Ivan Obolensky
A director
Date: October 29, 2007.
By: /s/ ERIK ESSIGER
__________________________________
Erik Essiger
A director
Date: October 29, 2007.
By: /s/ VINCENT DELLA VOLPE
__________________________________
Vincent Della Volpe
A director
Date: October 29, 2007.
_____________
70