Form S-1/A Uranium Trading Corp
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As filed with the U.S. Securities and Exchange Commission on December 4, 2018
Registration No. 333-227723
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
URANIUM TRADING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 6917 | 83-0762817 | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
2321
Rosecrans Avenue, Suite 3245, El Segundo, CA 90245
(310) 906-2050
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
Joe Huber
2321
Rosecrans Avenue, Suite 3245, El Segundo, CA 90245
Telephone: (310) 906-2050
Email: [email protected]
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| Joseph
P. Galda, Esq. J.P. Galda & Co. 40 E. Montgomery Avenue, LTW 220 Ardmore, PA 19003 Tel: (215) 815-1534 Email: [email protected] |
Christopher J. Lange, Esq. Jonathan A. Jones, Esq. LeClairRyan
PLLC Email: [email protected] |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |||
| Non-accelerated filer [ ] | (Do not check if a smaller reporting company) | Smaller reporting company [X] | ||
| Emerging growth company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||||
| Class A common stock, par value $0.0001 per share | $ | 57,500,000 | $ | 6,969.00 | * | |||
| (1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. |
| (2) | Includes
the aggregate offering price of additional shares that the underwriters have the option to purchase, if any.
* Previously Paid |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated December 4 , 2018
PRELIMINARY PROSPECTUS
This is the initial public offering of securities of Uranium Trading Corporation, a Delaware corporation. We are offering _______________ shares of our Class A Common Stock, par value $0.0001 (“Class A Common Stock”), designated as “Class A Common Stock.” The initial public offering price is expected to be between $10.00 and $12.00 per share. We have also granted the Underwriter a 45-day option to purchase up to an additional ________ shares of Class A Common Stock to cover over-allotments, if any.
We have a dual class structure for our Class A Common Stock consisting of Class A and Class B Common Stock. Holders of the Class B Common Stock are entitled to one vote per share in the election of directors and all other matters submitted to stockholders. The Class A Common Stock being offered is not entitled to any vote on any matter submitted to stockholders, except to the extent required by Delaware law and accordingly the holders of the Class B Common Stock will elect all of the members of the board of directors. All of the shares of Class B Common Stock are owned by 92 Trading LLC, the founder and manager of the Company, which makes all investment and trading decisions for the Company. Holders of shares of Class A Common Stock have no voting rights. This offering is for Class A Common Stock.
Currently, there is no public market for our Class A Common Stock. We have applied to list our Class A Common Stock on the NYSE American, under the symbol “UTC” and we expect our Class A Common Stock to be listed on the NYSE American on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE American. After this offering, 92 Trading LLC will own 100% of our voting shares. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Management—Status As a Controlled Company.”
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 5 for a discussion of information that should be considered in connection with an investment in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| Per
Share of Class A Common Stock | Total | |||||||
| Public offering price | $ | $ | ||||||
| Underwriting discounts and commissions(1) | $ | $ | ||||||
| Proceeds, before expenses, to Uranium Trading Corporation | $ | $ | ||||||
| (1) | See the section of this prospectus entitled “Underwriting” for additional information regarding underwriting compensation. |
The underwriter is offering the shares of Class A Common Stock for sale on a firm commitment basis. The underwriter expects to deliver the shares of Class A Common Stock to the purchasers on or about [●], 2018.
B. Riley FBR
_________________, 2018
TABLE OF CONTENTS
We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
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This summary highlights selected information contained elsewhere in this Prospectus. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Class A Common Stock. You should carefully read the entire Prospectus, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Prospectus, before making an investment decision. Some of the statements in this Prospectus are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”
Company Information
The Company, sometimes referred to herein as “we,” “us,” “our,” and the “Company,” “UTC” and/or “Uranium Trading Corp.” was incorporated on June 4, 2018 under the laws of the State of Delaware, to engage in any lawful corporate undertaking. Our fiscal year-end date is December 31.
The Company was formed to provide a vehicle for interested investors to invest in business opportunities in the civil uranium market. As such, the Manager will focus on providing a two-pronged service approach to investors in UTC:
| ● | Active pursuit of commercial business and trading opportunities in the international uranium market to generate value for investors in UTC with defined risk exposure; and | |
| ● | Providing a pathway for interested investors to invest in the storage of physical uranium with the goal of achieving capital appreciation as a result of price increases due to expected future fundamental supply and demand imbalances. |
Uranium Trading Corporation offices are located at 2321 Rosecrans Avenue, Suite 3245, El Segundo, CA 90245. Our telephone number is (310) 906-2050. Our website is located at www.uraniumtrading.com, and our email address is [email protected].
The manager and the sole owner of the voting shares of the Company is 92 Trading LLC (the “Manager”), which shares the same address and telephone number as the Company. While the Manager is newly-formed, certain of the principals of the Manager have extensive experience in the uranium market. Because the Manager owns 100% of the voting power of the UTC, we will be a controlled company as of the completion of the offering under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules of the NYSE.
Because we will be a controlled company, a majority of our board of directors is not required to be independent, and our board of directors is not required to form independent compensation and nominating and corporate governance committees. As a controlled company, we will remain subject to rules of the Sarbanes-Oxley Act and the NYSE that require us to have an audit committee composed entirely of independent directors. Under these rules, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date. We expect to have two independent directors upon the closing of this offering.
If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and rules of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period. See “Management—Status As a Controlled Company.”
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We do not intend to take advantage of the benefits of this extended transition period.
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We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our share of Class A Common Stock that is held by non-affiliates exceeds $700 million as of a date prior to June 30th of that fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
We do not incorporate the information on or accessible through our website into this Prospectus, and you should not consider any information on, or that can be accessed through, our website a part of this Prospectus.
Dividends
We have not paid any cash dividends on our Class A Common Stock to date and do not intend to pay cash dividends for the immediate future, retaining earnings to pay operating expenses and purchase additional uranium. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.
Trading Market
We are applying to have our Class A Common Stock traded on the NYSE American.
THE OFFERING
| Issuer: | Uranium Trading Corporation | |
| Securities offered: | ________________ shares of our Class A Common Stock, par value $0.0001 (“Class A Common Stock”). | |
| Number of shares of Class A Common Stock outstanding before the offering: | 375,000 shares of Class B and no shares of Class A Common Stock issued and outstanding as of August ___, 2018 | |
| Number of shares of Class A Common Stock to be outstanding after the offering: | 375,000 shares of Class B and ______________ shares of Class A Common Stock issued and outstanding (____ shares of Class A Common Stock if the Underwriter’s over-allotment option is exercised in full) | |
| Price per share: | $__________ | |
| Trading Market: | We have applied to have our Class A Common Stock approved for trading on the NYSE American. | |
| Use of proceeds: | Our net proceeds (after our estimated offering expenses and underwriter’s discount) will be $___________. We will use at least 85% of these net proceeds for purchases of uranium and to utilize in our uranium trading program with any balance for working capital and other general corporate purposes. While the Company believes that it will be able to utilize the proceeds of this Offering promptly, it may not be able to do so immediately . | |
| Risk factors: | Investing in our Class A Common Stock involves a high degree of risk, including: volatility of the uranium market, limited operational history and the limited market for our stock. See “Risk Factors.” |
Summary Financial Data
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
| Balance Sheet Data | June 30, 2018 | September 30, 2018 (unaudited) | ||||||
| Working capital (deficiency) | $ | 672,364 | $ | 502,720 | ||||
| Total assets | $ | 751,875 | $ | 639,595 | ||||
| Total liabilities | $ | 79,511 | ||||||
| Stockholder’s equity | $ | 672,364 | $ | 639,595 | ||||
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The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this prospectus. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Document, including statements in the following risk factors, constitute “Forward-Looking Statements.”
Risks Related to Uranium Trading Corp.’s Activities and the Industry
The price of uranium is volatile, which makes the value of the shares of Class A Common Stock difficult to predict.
Uranium Trading Corp.’s activities almost entirely involve investing and trading in uranium products, including uranium oxide in concentrates (“U3O8”) and UF6 and other enriched uranium products (which are collectively referred to herein as “Uranium Products”). Therefore, the principal factors affecting the price of the shares of Class A Common Stock are factors which affect the price of Uranium Products and are thus beyond Uranium Trading Corp.’s control.
Although Uranium Trading Corp. engages in trading operations with Uranium Products which may affect the value of its Class A Common Stock, the value of the shares of Class A Common Stock will depend upon, and typically fluctuate with, fluctuations in the price of its Uranium Products.
The market prices of Uranium Products are affected by near-term demand for U3O8, conversion and enrichment services conversion and enrichment, and rates of production of uranium from mining, and may be affected by a variety of unpredictable international economic, monetary and geo-political considerations, including increased efficiency of nuclear power plants and increased availability of alternative nuclear fuel, such as mixed oxide fuel generated in part from weapons grade plutonium as well as other fuels used to generate electricity, potential government inventories, and uranium recovered from recycling/reprocessing programs.
Macroeconomic considerations include: expectations of global economic growth and resulting demand for electricity; expectations of future rates of inflation; the strength of, and confidence in, the U.S. dollar, the currency in which the price of Uranium Products is generally quoted, and other currencies; interest rates; and other global or regional economic events.
In addition to changes in production costs, shifts in political and economic conditions affecting uranium producing countries may have a direct impact on their production rates and sales of uranium.
The fluctuation of the prices of Uranium Products is illustrated by the following table, which sets forth, for the periods indicated, the highs and lows of the spot price for Uranium Products1:
The price of Uranium Products is also tied directly to the worldwide electrical utility industry. Deregulation of the utility industry, particularly in the U.S. and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors and cancellation of nuclear projects under development. Experience to date with deregulation indicates that utilities are improving the performance of their reactors, achieving record capacity factors. In addition, governmental subsidies of renewable energy affect the market price for electricity and accordingly impact demand for nuclear fuel. There can be no assurance that this trend will continue.
1 Information in table compiled by 92 Trading LLC based upon data obtained from https://www.cameco.com/invest/markets/uranium-price
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No public market for Uranium Products exists at this time.
There is no liquid public market for the sale of Uranium Products. The Company and the Manager may not be able to acquire Uranium Products, or once acquired, sell Uranium Products for a number of months. The Company does not have any commitments for the purchase of Uranium Products. While the Company believes that it will be able to utilize the proceeds of this Offering promptly, it may not be able to do so immediately. The pool of potential purchasers and sellers is limited, and each transaction requires negotiation of specific provisions. Accordingly, a purchase or sell cycle pursuant to a tender may take several months to complete. In addition, as the supply of Uranium Products is limited, with average spot market sales over the last eight years being only approximately 20 million pounds of Uranium Products per year, Uranium Trading Corp. may experience additional difficulties purchasing Uranium Products in the event that it is a significant buyer. The inability to purchase and sell on a timely basis in sufficient quantities could have a material adverse effect on the shares of the Company.
Many participants in the uranium marke t, including the Company rely upon pricing data from UxC, an industry consultant (or other similar price reporting companies), which are not exclusively based upon actual transactions and may be subject to manipulation.
According to the website of UxC, LLC (“UxC”), an industry consultant generally relied upon by market principals, the UxC spot prices indicate the most competitive offers available for the respective product or service of which UxC is aware, taking into consideration information on bid prices for these products and services. While these prices are generally accepted in the industry, there is limited transparency in the Uranium market and the published spot prices do not represent actual transactions. UxC’s reliance upon a survey of outstanding offers makes it potentially susceptible of manipulation.
We may incur significant losses from our trading and investment activities due to market fluctuations and volatility.
We generally maintain large trading and investment positions in the uranium market. To the extent that we own Uranium Products, i.e., have long positions, a downturn in those markets could result in losses from a decline in the value of those long positions. Conversely, to the extent that we have sold Uranium Products we do not own, i.e., have short positions, an upturn in those markets could expose us to potentially unlimited losses as we attempt to cover our short positions by acquiring Uranium Products in a rising market. We may from time to time have a trading strategy consisting of holding a long position in one form of uranium and a short position in another, from which we expect to earn revenues based on changes in the relative value of the two forms. If, however, the relative value of the two forms of Uranium changes in a direction or manner that we did not anticipate or against which we are not hedged, we might realize a loss in those paired positions.
Our hedging strategies may not prevent losses.
If our strategies to hedge our exposure to various types of risk are not effective, we may incur losses. Many of our strategies are based on historical trading patterns and correlations. For example, if we hold a long position in a form of Uranium Product, we may hedge this position by taking a short position in an asset where the short position has, historically, moved in a direction that would offset a change in value in the long position. However, these strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.
We are subject to counterparty credit and performance risk, in particular in our trading activities.
Non-performance by the Company’s suppliers, customers and hedging counterparties may occur in a range of situations, such as:
● a significant increase in the price of Uranium Products could result in suppliers being unwilling to honor their contractual commitments to sell commodities to the Company at preagreed prices;
● a significant reduction in the price of Uranium Products could result in customers being unwilling or unable to honor their contractual commitments to purchase commodities from the Company at pre-agreed prices;
● suppliers may take payment in advance from the Company and then find themselves unable to honor their delivery obligations due to financial distress or other reasons; and
● hedging counterparties may find themselves unable to honor their contractual commitment due to financial distress or other reasons.
The Company is reliant on third parties to source the Uranium Products purchased by its marketing operations. Any disruptions in the supply of product, which may be caused by factors outside the Company’s control, could adversely affect the Company’s margins.
The Company’s business, results of operations, financial condition and prospects could be materially adversely impacted if it is unable to continue to source required volumes of Uranium Products from its suppliers on reasonable terms or at all. The Company seeks to reduce the risk of customer non-performance by requiring credit support from creditworthy financial institutions, including making extensive use of credit enhancement products, such as letters of credit, bank guarantees or insurance policies, where appropriate, and by imposing limits on open accounts extended. No assurance can be given that the Company’s attempts to reduce the risk of customer nonperformance will be successful in every instance or that its financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfil their contractual obligations in the future. Such failure could have an adverse impact on the Company’s business, results of operations and financial condition, including by creating an unintended, unmatched Uranium Products price exposure.
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We may employ leverage in our trading and marketing operations, which may increase the impact of changes in market conditions on our profitability.
While borrowing to purchase Uranium Products will not be a principal strategy employed by the Manager, we may borrow to address the need for liquidity to meet working capital needs and may use operational leverage to buy Uranium Products where there is not a firm commitment for a matching sale. In a period of rising prices use of leverage may magnify the gains while periods of falling prices magnifies the losses. Failing to properly manage the risk of leverage on UTC’s performance may have an adverse effect on the Company.
Because we store uranium products at licensed storage facilities, we are subject to the risks associated with those storage facilities.
The vast majority of all nuclear power reactors require ‘enriched’ uranium fuel in which the proportion of the uranium-235 isotope has been raised from the natural level of 0.7% to about 3.5% to 5%. The enrichment process needs to have the uranium in gaseous form. To accomplish this, the mined Uranium Products go through a conversion plant (a “Converter”) which turns the uranium oxide into uranium hexafluoride. The Manager is required to ensure that each Converter, enrichment facility or processor of Enriched Uranium Products (“Storage Facilities”) utilized by the Company provides satisfactory industry standard protections for the benefit of the Company or ensure that the Company has the benefit of insurance arrangements obtained on standard industry terms. There is no guarantee that either such protections or insurance in favor of the Company will fully cover or absolve the Company in the event of loss or damage. Uranium Trading Corp. may be financially and legally responsible for losses and/or damages not covered by indemnity provisions or insurance. Such responsibility could have a material adverse effect on the financial condition of the Company.
In addition, the terms of storage contracts require the commingling of assets, meaning that, if a Converter were to become insolvent, it might prove not only difficult to access the Conversion Facility but also to retrieve the Company’s Uranium Products from storage. Furthermore, title to Uranium Products held in storage with Converters is generally determined by book transfer and book entry. The Company understands such title mechanism to be the market standard and has no reason to believe that it is deficient. However, there is no guarantee that, in the event of an insolvency or change of control of a Converter, a third party would not challenge the Company’s title to its Uranium Products. In such circumstance, the Company would be able to adduce other documentary evidence, such as a signed sale and purchase agreement, to evidence its title. If, however, such a challenge was successful, the Company may not be able to retrieve its Uranium Products from storage, or may be delayed in doing so, which could have a material adverse effect on the Company’s business, results of operations and financial condition.
All Uranium Products will be stored by licensed Converters, enrichment facilities for UF6, and fabrication facilities for Enriched Uranium Products (“Storage Facilities”). As the number of duly licensed storage facilities is limited, there can be no assurance that new arrangements that are commercially beneficial to Uranium Trading Corp. will be readily available. Failure to negotiate commercially reasonable storage terms with Converters may have a material adverse effect on the financial condition of the Company.
We do not expect to have an abundance of operational liquidity once the proceeds of the Offering have been used, and our future cash resources will be dependent on our operations going forward.
The expenses of Uranium Trading Corp. will be funded from cash on hand from the proceeds of the Offering not otherwise invested in Uranium Products. See “Business of Uranium Trading Corp.” Once such cash available has been expended, the Company will be required to generate cash resources from the sale of Uranium Products, debt incurrence or the sale of additional equity securities. In addition, the Company expects to make purchase commitments well in advance of offsetting sales of Uranium Products and thus may be perceived as utilizing leverage in its operations. There is no guarantee that any debt or additional equity or equity related securities will be available on terms acceptable to the Company or that the Company will be able to sell Uranium Products in a timely or profitable manner.
The demand for our product is competitive with the demand for other sources of energy, which is affected by the public’s perception of nuclear energy as a viable energy source. If nuclear energy is no longer viewed as a viable energy source our business will be seriously harmed.
Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity, as well as alternative forms of renewable energy. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity, as well as the possibility of developing other low-cost sources for energy, may result in lower demand for Uranium Products. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.
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The occurrence of a nuclear reactor accident could create public mistrust in nuclear energy which would seriously harm our business and may result in restrictive governmental regulations on the use of nuclear energy materially adverse to our business.
An accident at a nuclear reactor anywhere in the world could have an impact on the continued acceptance by the public and regulatory authorities of nuclear energy and the future prospects for nuclear generators, which could have a material adverse effect on Uranium Trading Corp.
We rely on Cameco for our storage of Uranium Products and any issues with Cameco’s operation could seriously harm our business.
As of the date of this Prospectus, our only storage contract (“Storage Contract”) is with Cameco Corporation (“Cameco”), one of the world leaders in the Uranium Products industry. Cameco is one of the world’s largest providers of the uranium fuel needed to generate clean, reliable baseload electricity around the globe. Its tier-one operations in Canada and Kazakhstan have the licensed capacity to produce more than 53 million pounds (100% basis) each year. This is backed by about 458 million pounds of proven and probable reserves and extensive resources on three continents.
The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities but also to retrieve the Company’s Uranium Products from storage, particularly given that it will be commingled with other assets – even if there is another Storage Facility within a suitable distance or an appropriate transport provider could be found to remove the Uranium Products from storage.
If the Company is unable to retrieve its Uranium Products on an insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.
Because title to Uranium Products being stored at Cameco is determined by book entry, the Company is at risk for challenges to its title of its Uranium Products if physical possession of Cameco is taken by a third party.
Title to the Uranium Products in storage at Cameco is determined by book transfer and book entries pursuant to the Storage Contract, which is governed by Canadian law. The Company understands such title mechanism to be the market standard and has no reason to believe that it is deficient. However, there is no guarantee that, in the event of an insolvency or change of control of Cameco, a third party would not challenge the Company’s title to its Uranium Products. In such circumstance, the Company would be able to adduce other documentary evidence, such as a signed sale and purchase agreement or the quarterly statements it receives, to evidence its title. If, however, such a challenge was successful, the Company may not be able to retrieve its Uranium Products from storage at Cameco’s facilities, or may be delayed in doing so, which could have a material adverse effect on the Company’s business, results of operations and financial condition.
We may only be able to sell Uranium Products to parties who have storage accounts with Cameco, which limits our potential customer base.
The Storage Contract generally only allows for the book transfer of U3O8 to and from existing account holders limiting the Company to sell its Uranium Products to another party with a storage account at Cameco. Generally, U3O8 cannot physically be removed from storage except in certain specified circumstances. This could limit the number of potential buyers in future, which may have a material adverse effect on the Company’s business, results of operations and financial condition.
Cameco’s liability under the Storage Contract excludes consequential losses. If we suffer consequential losses in connection with the Storage Contract, we will have no recourse against Cameco which could have a material adverse effect on our business.
Cameco’s liability to the Company if it breaches the Storage Contract is limited to replacement of the Uranium Products. Incidental, special, economic, indirect or consequential damages resulting from such breach, such as loss to the Company as a result of failing to meet obligations to third parties as a result of Cameco’s breach, are excluded. This could leave the Company exposed to loss, which could have a material adverse effect on the Company’s business, results of operations and financial condition.
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Risks Related to the Structure of Uranium Trading Corp. and this Offering
The Company is a new company with only a recent operating history, which makes it difficult to evaluate our prospects and future financial results.
The Company is a newly formed entity and only recently commenced operations and so does not have a significant track record or long operating history. Other than its ownership of an initial 5,000 pounds of Uranium Products purchased in June 2018, the Company does not have any material assets or liabilities at the date of this prospectus. Accordingly, at the date of this prospectus, the Company has no historical financial data upon which prospective investors may base an evaluation of the Company. The Company is therefore subject to all of the risks and uncertainties associated with any new business enterprise, including the risk that the Company will not achieve its business objectives and that the value of an investment in the Company could decline and may result in the total loss of all capital invested and loss of the ability to meet financial obligations as they fall due. The past performance of companies, assets or funds managed by the directors, the Manager or persons affiliated with them, in other ventures in a similar sector or otherwise, is not necessarily a guide to the future business, results of operations, financial condition or prospects of the Company. Investors will be relying on the Company’s, the Manager’s and the Directors’ ability to identify potential business opportunities, evaluate their merits and conduct negotiations.
Because the liquidity of the Company is dependent on its sales, if the Company fails to make sufficient trading profits or sales of Uranium Products, our business could suffer.
Uranium Trading Corp.’s liquidity will rely principally on trading activities by Uranium Trading Corp. of Uranium Products. Unless Uranium Trading Corp. generates sufficient cashflow from its trading operations sufficient to pay its working capital needs the business could suffer, and the focus on growth means that it is unlikely to have resources to declare any dividends or make other cash distributions for the foreseeable future.
Because the Company is a self-governing corporation it will rely heavily on its Board of Directors and Manager.
Uranium Trading Corp. is a self-governing corporation that is governed by the Board of Directors appointed and elected by the holders of the Class B Common Stock, which are owned by the Manager. Uranium Trading Corp. will, therefore, be dependent on the services of its Board of Directors and the Manager for management services.
If the Manager resigns from its role our business could greatly suffer.
The Manager may terminate the Management Services Agreement after an initial term of three years in accordance with the terms thereof. Uranium Trading Corp. may not be able to readily secure similar services as those to be provided under the Management Services Agreement and its operations may therefore be adversely affected. The storage contract is between the Manager and Cameco. If the Manager resigns, or otherwise is no longer in business, the Company would have to negotiate its own agreement with Cameco, which may or may not be available.
The Company’s Management Team’s efforts and talents are not dedicated solely to the Company.
Directors and officers of Uranium Trading Corp., the Manager and the Underwriters and their respective affiliates, directors and officers may provide investment, administrative and other services to other entities and parties. The directors and officers of Uranium Trading Corp., and the directors and officers of the Manager have undertaken to devote such reasonable time as is required to properly fulfill their responsibilities in respect to the business and affairs of Uranium Trading Corp., as they arise from time to time.
Regulatory changes to the nuclear energy industry could seriously harm our business.
Uranium Trading Corp. may be affected by changes in regulatory requirements, customs, duties or other taxes. Such changes could, depending on their nature, benefit or adversely affect Uranium Trading Corp.
Counterparties to the Company’s material contracts may become insolvent or otherwise unable to fulfil their contractual obligations.
The Company has entered into material contracts with, inter alia, the Manager, and Cameco. At the date of this prospectus, the Storage Contract is the Company’s only agreement for the storage of Uranium Products. There can be no assurance that the counterparties to these arrangements will not become insolvent or otherwise unable to fulfil their contractual obligations to the Company. In such a circumstance, the Company may not be able to secure similar contracts on as competitive terms or at all. This could have a material adverse effect on the Company’s business, results of operations and financial condition.
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Changes in laws, regulations or government policy could adversely affect the Company’s business.
The Company and its operations are subject to laws, regulations and government policy in a number of jurisdictions. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. New laws, regulations or government policy or amendments to existing laws, regulations or government policy affecting the Company could impose restrictions on the Company’s activities or give rise to significant unanticipated costs.
The uranium industry is subject to numerous laws and regulations. Whilst the Company does not require specific permits or licenses in relation to its holding of Uranium Products at Cameco’s Port Hope/Blind River facility in Ontario, Canada, and does not expect to require specific permits or licenses in relation to any Uranium Products it may hold at other conversion facilities, the Company may be adversely affected by changes in applicable Canadian uranium laws or regulations or changes in uranium laws or regulations in other jurisdictions in which the Company holds or undertakes other activities involving Uranium Products.
In addition, governmental policies and trade restrictions, which are beyond the control of the Company, may affect the global supply of uranium. For example, two U.S. producers have recently filed a petition with the U.S. Commerce Department under section 232 of the U.S. Trade Act of 1962, alleging that uranium imported from foreign sources is unfairly competing with US produced uranium due to state subsidies in the country of production.
Any change in the laws, regulations or government policy affecting the Company could have a material adverse effect on the Company’s business, results of operations and financial condition.
Regulatory requirements may materially affect the pricing, terms and compliance costs associated with certain regulated Uranium Products transactions that may be undertaken by the Company.
The CFTC and other U.S. regulatory authorities have promulgated a range of regulatory requirements (the ‘‘U.S. Regulations’’) that may affect the pricing, terms and compliance costs associated with certain regulated transactions (including Uranium Products instruments that are regulated by the CFTC) that the Company may, in the future, enter into. Some or all of these regulated transactions the Company may enter into may be affected by (i) the requirement that certain swaps be centrally cleared and in some cases traded on a designated contract market or swap execution facility, (ii) initial and variation margin requirements of any central clearing organization (with respect to cleared swaps) or initial or variation margin requirements as may otherwise be required with respect to off-exchange (OTC) swaps, or (iii) swap reporting and recordkeeping obligations, and certain other regulatory obligations. These requirements may significantly increase the cost to the Company of entering into these regulated transactions, and the Company may face unforeseen legal consequences or there may be other material adverse effects on the Company or its Shareholders.
Bribery and corruption in the geographical regions in which the Company conducts business could materially adversely affect its business, results of operations and financial condition.
Certain countries in which the Company may in the future conduct business are known to experience increased levels of bribery and corruption relative to more developed economies. Although the Company mandates strict compliance with anti-bribery and anti-corruption laws, it may not be possible for the Company to ensure compliance with such laws in every jurisdiction in which its employees, agents or sub-contractors are located or may be located in the future. Any government investigations into, or other allegations against, the Company, its employees, agents or sub-contractors, with respect to the involvement of such persons in bribery, corruption or other illegal activity, could subject to the Company to, among other things, reputational damage and, if successful, civil or criminal penalties, other remedial measures and legal expenses, which could materially adversely affect the Company’s business, results of operations and financial condition.
The future imposition of sanctions could materially affect the Company’s business and financial condition.
The imposition of sanctions, including that which target uranium producing countries or nationals of those countries, whether or not the Company does business in such countries, could interfere with the Company’s ability to conduct its business, otherwise have a material adverse effect on the Company’s business and financial condition or restrict the ability of sanctioned persons to acquire interests in the Company or its assets. For example, Russia has threatened to halt the export of uranium to the U.S. in response to sanctions imposed against certain Russian businessmen and officials. While the Company does not deal with Russian uranium producers at present, Russia’s response to such sanctions could potentially impact the global supply and demand for Uranium Products in a way which has a material adverse effect on the Company’s business, results of operations and financial condition.
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Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock
Holders of shares of Class A Common Stock have no voting rights. As a result, holders of shares of Class A Common Stock will not have any ability to influence stockholder decisions.
Class A Common Stockholders, including those purchasing shares of Class A Common Stock in this offering, have no voting rights, unless required by Delaware law. As a result, all matters submitted to stockholders will be decided by the vote of holders of Class B Common Stock. Our Manager will have control all of our voting power after this offering, and will, have the ability to control the outcome of all matters submitted to our stockholders for approval. This concentrated control eliminates other stockholders’ ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as preferable. As a result, the market price of our share of Class A Common Stock could be adversely affected.
For so long as the Manager owns a majority of the voting power of the outstanding shares, the directors designated by the Manager are expected to constitute a majority of each committee of our board of directors, however, as soon as we are no longer a “controlled company” under the NYSE corporate governance standards, our committee membership will comply with all applicable requirements of those standards and a majority of our board of directors will be “independent directors,” as defined under the rules of the NYSE, subject to any phase-in provisions.
We expect to be a controlled company within the meaning of the NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.
Upon the completion of this offering, the Manager will own a majority of the combined voting power of all classes of our outstanding voting stock. As a result, we expect to be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or Company of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:
| ● | a majority of the board of directors consist of independent directors as defined under the rules of the NYSE; |
| ● | the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
| ● | the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
These requirements will not apply to us as long as we remain a controlled company. Following the offering, we intend to take advantage of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. See “Management—Status As a Controlled Company.”
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There are very few companies which have completed an initial public offering of non-voting stock in the United States. We therefore cannot predict the impact our capital structure and the concentrated control by the holders of Class B Common Stock may have on our stock price or our business.
Although other U.S.-based companies have publicly traded classes of non-voting stock, to our knowledge, only few companies have completed an initial public offering of non-voting stock in the United States. We cannot predict whether this structure, combined with the concentrated control by 92 Trading LLC, will result in a lower trading price or greater fluctuations in the trading price of our share of Class A Common Stock as compared to the market price were we to sell voting stock in this offering, or will result in adverse publicity or other adverse consequences.
The price of our Class A Common Stock may be volatile.
If we are able to get a trading market for our stock, the trading price of our Class A Common Stock is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere, these factors include: the operating performance of similar companies; the volatility of the uranium market, the overall performance of the equity markets; the announcements by us or our competitors of significant transactions; changes in laws or regulations relating to the nuclear power industry; any major change in our board of directors or management; publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; and general political and economic conditions.
We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.
We estimate that it will cost approximately $____________ annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.
If we are able to develop a market for our Class A Common Stock, our Class A Common Stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
If we are able to develop a market for our Class A Common Stock, it may be thinly traded on the NYSE American, meaning that the number of persons interested in purchasing our shares at, or near ask prices at any given time, may be relatively small or non- existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our shares of Class A Common Stock will develop or be sustained, or that current trading levels will be sustained.
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The elimination of monetary liability against our directors, officers and employees under our Certificate of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.
Our Certificate of incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and stockholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and stockholders.
Securities analysts may elect not to report on our Class A Common Stock or may issue negative reports that adversely affect the stock price.
At this time, no securities analysts provide research coverage of our Class A Common Stock, and securities analysts may not elect to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our Class A Common Stock. If securities analysts do not cover our Class A Common Stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our Class A Common Stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our Class A Common Stock.
We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Class A Common Stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A Common Stock less attractive because we may rely on these exemptions. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.
Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
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The estimated net proceeds from this Offering, after deducting the expenses of the Offering, assuming the maximum offering, will be ______________________. Uranium Trading Corp. will invest at least 85% of the gross proceeds of this Offering in Uranium Products and in its trading program. The Company does not have any commitments for the purchase of Uranium Products. While the Company believes that it will be able to utilize the proceeds of this Offering promptly, it may not be able to do so immediately.
The balance of the net proceeds will be used by Uranium Trading Corp. for general working capital purposes. Pending such uses, these proceeds will be invested in short-term government debt or short-term investment grade corporate debt.
We have not paid any cash dividends on our Class A Common Stock to date and do not intend to pay cash dividends for the immediate future, retaining earnings to pay operating expenses and purchase additional uranium. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.
The difference between the public offering price per share of our share of Class A Common Stock, and the pro forma net tangible book value per share of our share of Class A Common Stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of share of Class A Common Stock which may be redeemed for cash), by the number of outstanding shares of our share of Class A Common Stock.
At September 30, 2018, our net tangible book value was ________, or approximately _______ per share of Class A Common Stock. After giving effect to the sale of ___________ shares of Class A Common Stock, our pro forma net tangible book value at September 30, 2018 would have been $_________, or approximately $________ per share, representing an immediate increase in net tangible book value (assuming no exercise of the underwriter’s over-allotment option) of $_______ per share to the holder of the Class B Common Stock as of the date of this prospectus. Total dilution to public stockholders from this offering will be $_______ per share. The dilution to new investors if the underwriter exercises the over-allotment option in full would be an immediate dilution of $________ per share or ________%.
The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
| Public offering price | $ | |||||||
| Net tangible book value before this offering | $ | |||||||
| Increase attributable to public stockholders | ||||||||
| Pro forma net tangible book value after this offering | $ | |||||||
| Dilution to public stockholders | $ |
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The following table sets forth our capitalization at September 30, 2018, and as adjusted to give effect to the sale of our units and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities:
| September 30, 2018 | ||||||||
| Actual | As Adjusted(1) | |||||||
| Class A Common Stock | ||||||||
| Class A Common Stock, $0.0001 par value, 500,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); ______ shares issued and outstanding (as adjusted) | \ | |||||||
| Class B Common Stock, $0.0001 par value, 10,000,000 shares authorized (actual and as adjusted); ______ shares issued and outstanding (actual); ____________ shares issued and outstanding (as adjusted) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ||||||
| Total stockholder’s equity | ||||||||
| Total capitalization | $ | $ | ||||||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Investment Objective and Strategy
UTC’s primary purpose is to generate trading income from marketing opportunities in the Uranium market while providing investors to profit from the potential appreciation in physical uranium. The Company will attempt to generate income from business and trading opportunities in the uranium market through commercial transactions, purchases, sales, loans, etc. with other participants in the uranium market. As with any company, an investment in the shares of Class A Common Stock of the Company provides investors with exposure to increases (or decreases) in the value of the Company’s underlying assets. In the case of UTC, the value of the Company’s underlying assets is substantially derived from its holdings of physical uranium. The goal of UTC is to provide investors with a vehicle that is levered to the uranium price.
Investment Policies
The Company will use at least 85% of the proceeds of this Offering to purchase U3O8. The Company does not have any commitments from sellers to sell U3O8 to the Company. While the Company believes that it will be able to utilize the proceed of this Offering promptly, it may not be able to do so immediately. Any purchases will provide the Company with a basis for its trading and marketing operations while giving investors in the Company the ability to also benefit from the potential for price appreciation in Uranium Products.
Ownership of Uranium
All uranium owned by UTC is stored at licensed uranium conversion, enrichment, or fuel fabrication facilities (each one, a “Facility” or collectively, the “Facilities”) owned by different organizations in Canada, France, England, Germany, the Netherlands and the United States. The Manager, on behalf of UTC, negotiates storage arrangements with the Facilities. See “Business of UTC – Management of UTC”. The Facilities represent the only viable source of storage, at present, and are also used by global nuclear energy utilities, and Uranium Products traders for their storage needs. Accordingly, the Company’s risk in respect of ownership and storage of its uranium is considered largely similar to that of any participant in the nuclear energy industry. See “Risk Factors – Risks Associated with Facilities”.
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Investment Strategy
The Company was formed to pursue commercial business and trading opportunities in the international uranium market to generate value for investors in UTC with defined risk exposure.
Trading Activities
The Manager (the principals of which have extensive experience in the trading of uranium) will attempt to generate value for investors in UTC by the purchasing and selling (trading) of uranium products in the international uranium market worldwide as well as taking advantage of other commercial opportunities, such as loans, swaps/exchanges, or brokerage etc. (each further described below), which potentially would generate additional value for UTC’s investors. The proceeds of this Offering will be used to purchase Uranium Products which will serve as an asset base for the trading activities described below and is expected to be held indefinitely. Additional Uranium Products purchased by the Company to complete trades described below will be held between one and six months.
Some of the trading activities to be pursued by the Manager to increase profits shall include, but will not be limited to:
Swaps
Swaps refer to the exchange of physically stored Uranium Products. An example would be when physical transportation is too costly or time consuming; Party 1 would look for a swap partner with Party 2, to exchange ownership of a certain quantity of Uranium. Often, the Party initiating the swap will pay a fee to the other party as compensation.
Loans
Loans traditionally refer to short-term loans of Uranium Products at specific locations. Loans have been used in the past to bridge physical transport gaps, production delays, or for other reasons where Uranium Products were needed on a limited time basis. During the past 5 years, the liquidity in the market has increased, and loans have become more obsolete. Nevertheless, some parties still use loans for larger quantities and longer timeframes.
Brokerage
This trading activity refers to the brokerage of third-party transactions by matching interested parties in the selling and buying of Uranium Products. UTC would not participate directly in the transaction, rather, UTC would bring the parties together in exchange for a fee.
In some cases, UTC may act as a “Sleeve”, which is a broker of a transaction between two parties who cannot deal with each other for various reasons. This type of brokerage results in a fee for the Sleeve.
Forfaiting
Forfaiting refers to the non-recourse sale of existing receivables to banks using a structured contractual approach between the banks. Here, UTC would be the party selling the receivables and the utility would be purchasing the Uranium Products. This type of transaction enables UTC to use funds from the bank to arrange for the purchase of Uranium from the supplier and enter into a sales contract with the utility, which can comprise of one future single delivery or multiple deliveries. Large quantities can be sold without using the illiquid spot market price and with no price impact. This transaction style is not as preferred by utilities due to accounting issues. However, banks prefer this style because operational risk is eliminated, allowing them to offer better financing rates.
Warehousing
Warehousing is similar to forfaiting, except that the creation of the receivable is dependent on the future delivery of the Uranium Products to the utility and exposes the bank to a certain degree of operational risk; therefore, interest charges for the purchase of future receivables will mostly be higher than for a Forfaiting transaction. This type of transaction enables UTC to use funds from the bank to arrange for the purchase of Uranium Products from the supplier and enter into a sales contract with the utility, which can comprise of one future single delivery or multiple deliveries. Large quantities can be sold without using the illiquid spot price and with no price impact. Utilities prefer this style, however, due to operational risks, banks will charge higher financing fees.
Inventory Financing
Inventory Financing refers to a concept where an entity, i.e. a utility, owns a certain amount of Uranium Products but wants to finance the inventory forward until future use of the Uranium Products. Some financial institutions have separate entities set up to function as a holding company, which takes ownership of the Uranium Products until the time of future delivery, delivering the Uranium Products directly to the purchaser and receiving payment. Generally, the financial institution offers very competitive financing rates. Compensation is derived either from a spread on the sales/purchase transaction with the market or on receipt from the bank. The Company’s role would be to find and establish the relationship/connection with an appropriate lending facility, then structure the agreement/contract.
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Hedging Functionality
Hedging functionality refers to participants hedging some of their variable or fixed price exposure. As derivative products on the underlying Uranium Product are not abundantly in existence and many utilities are wary to take on any exposures to derivate products because of legal and accounting implications, opportunities exist to offer custom-tailored contract structures for an appropriate fee. Some utilities possess contracts that are market-based price wise, and they wish to convert those to predictable fixed price mechanisms. Together with financing institutions, the Company would structure a transaction whereby the utility receives fixed pricing and Uranium Trading Corporation accepts and manages the market exposure.
Agency Business
Agency Business refers to commercial trading opportunities representing a third party trying to sell or purchase Uranium Products. These services may be offered on a commission basis to third parties who may not have the marketing expertise or familiarity with a geographic area of a buyer. UTC’s management has experience in this type of transaction from multiple cases during prior activities in the nuclear full cycle industry. UTC would act as an agent to a buyer or seller and would charge a commission.
Off-Take Agreements
Off-Take Agreements with Uranium mines refer to purchase contracts for fixed or variable quantities of Uranium from the production of a specific mine. Smaller mines that more recently went into production often do not have the expertise and experience in the Uranium market to be able to lock in sales for the required timing and quantity of their production. UTC can enter into a purchase contract with such mining companies directly or arrange for a buyer against a commission. Often, these mining companies are willing to sell their production at a market index with a 1% to 2% discount as remuneration for the buyer to take on the risk of onward selling the production. Fixed price sales, often agreed upon for shorter timeframes, may be attractive to the buyer if a potential price increase is expected in the near-term and for the seller, if a price decline or no major movement in price is foreseeable.
Uranium market
Competition
There are a limited number of competitors in the market for Uranium Products, consisting principally of electric utilities which are purchasing Uranium Products for their own use in their nuclear reactors, and the Converters which purchase supplies of Uranium Products for enrichment and subsequent sale to those utilities. The Company is aware of two companies which purchase physical Uranium Products for investment purposes, Uranium Participation Corp., which is traded on the Toronto Stock Exchange, and Yellow Cake plc, which recently commenced operations and was admitted for trading on the London Stock Exchange. Certain investment banks may compete with the Company in its trading activities, but they are not significant in the market.
Storage Agreement with Cameco
As of the date of this Prospectus, the only material agreement, other than the Management Agreement with the Manager, to which the Company is a party is a Storage Contract between Cameco and the Manager, pursuant to which it holds Uranium Products on behalf of the Company.
Employees and Facilities
The Company does not own or lease any facilities. The Company’s operations are conducted through the Manager, which employs the personnel responsible for the Company’s business and office facilities for no separate compensation. The Company’s inventory of Uranium Products is maintained by licensed Storage Facilities pursuant to Storage Agreements.
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General
The Board of UTC is responsible for the direction of the business, affairs and operations of the Company, and is also responsible for exercising oversight of the Manager. While two of the three members of the Board of Directors are independent, the Manager owns all of the voting stock of the Company and accordingly elects all of the members of the Board of Directors.
Management and Management Services Agreement
92 Trading LLC serves as the Manager of the Company. The Manager is newly-formed and was founded by Messrs. Huber, Berklite and Kemmerer. The Manager is currently engaged by the Company pursuant to the Management Services Agreement effective June 4, 2018, which includes a ten-year term expiring on May 31, 2028.
Pursuant to the Management Services Agreement, the Manager, under the direction of the Board, is required to provide administrative management services to UTC. The Manager is required to act in accordance with reasonable and prudent business practices and, with the approval of the Board and at its own cost, may delegate any of its duties or obligations under the Management Services Agreement to a third party.
All purchases and sales of Uranium Products are directed by the Board and are made by the Manager on behalf of UTC in accordance with the Management Services Agreement. Title to the Uranium Products remains with the Company. The Manager is obligated to use commercially reasonable efforts to purchase and sell the Uranium Products at the best prices available to it over a prudent period of time. When the Board directs the Manager to purchase or sell uranium, the Manager may put out a tender for an offer to purchase or sell Uranium Products or negotiate directly with potential suppliers or buyers (off-market transactions) for the purchase or sale of Uranium Products. Typical purchasers or sellers of Uranium Products include producers, traders, financial institutions and utilities that operate nuclear power facilities. All purchases and sales of Uranium Products are completed by the Manager in accordance with standard industry practices for and on behalf of UTC and are approved by the Board.
There is no public Uranium Products market through which these purchases and sales may occur and accordingly all such purchase and sale transactions are private. The pool of potential purchasers and sellers is limited and each transaction may require the negotiation of specific provisions. Accordingly, a purchase or sale pursuant to a tender or an off-market transaction may take several weeks to complete. Since, all industry standard agreements provide that all purchases are confidential, neither the Manager nor UTC is generally permitted to publicly disclose the identity of any vendor from whom UTC would potentially purchase uranium or any purchaser to whom UTC may sell Uranium Products.
The Company may also source uranium through merger and acquisition transactions. Any potential transactions are referred to the Board by the Manager for consideration, direction and ultimate approval.
UTC is also permitted to enter into lending or relocation arrangements for its Uranium Products. When the Board directs the Manager to lend Uranium Products, the terms of the loan are reviewed, including the quantity, interest rate, duration, security and covenants, and must be approved by the Board prior to finalizing. Any lending or relocation arrangements for Uranium Products will be completed by the Manager in accordance with standard industry practices for and on behalf of UTC.
The Manager is required to arrange, on behalf of the Company, for storage of the Uranium Products at the Storage Facilities.
Under the Management Services Agreement, the Company pays the following management fees to the Manager: (a) a $400,000 annual fee, payable quarterly, and (b) a variable fee equal to (i) 0.3% per annum of the Company’s total assets in excess of $100 million, (ii) a commission of 1% of the gross value of any of the Company’s purchase or sale of Uranium Products, (iii) a commission of 1% of the interest fees payable to the Company in connection with any loan arrangement of Uranium Products entered into by the Company, and (iv) performance fee equal to 20% of the Company’s annual gross trading profits as reflected on the Company’s audited year-end financial statements.
Under the terms of the Management Services Agreement, any directors, officers, employees or consultants of the Manager who serve as officers of UTC are paid by the Manager and do not receive any remuneration from UTC for their work on behalf of the Company.
The Management Services Agreement may be terminated during its term by either party following the third anniversary of the Agreement upon the provision of 120 days’ written notice and by UTC within 90 days of certain events surrounding a change of both of the individuals serving as Chief Executive Officer and Chief Financial Officer of UTC, and/or a change of control of the Manager.
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Status As a Controlled Company
Because the Manager owns 100% of the voting power of our Company, we expect to be a controlled company as of the completion of this offering under the Sarbanes-Oxley Act and the rules of the NYSE. A controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the rules of the Sarbanes-Oxley Act and the NYSE, which require us to have an audit committee composed entirely of independent directors. Under these rules, assuming a three-member audit committee, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days of the listing date, and at least three independent directors on our audit committee within one year of the listing date. We expect to have two independent directors upon the closing of this offering.
If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and rules of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to any permitted “phase-in” period.
Board of Directors
The Board of Directors consists of three members, which are elected by the holders of the Class B Common Stock for a term of one year and until their successors are duly elected and qualified. The shares of Class A Common Stock are nonvoting and do not participate in the election of directors. As the sole holder of the Class B Common Stock, the Manager selects all of the members of the Board of Directors. The current members of the Board of Directors and their business experience for the past ten years is as follows:
Joe Huber
Joe Huber, age 49, is the Managing Member of the Manager. Mr. Huber is the Managing Member of Huber Capital Holdings, a diversified investment corporation and co-founder of Uranium Trading Corporation. Prior to founding Huber Capital Holdings, Mr. Huber was a Principal and Director of Research for Hotchkis and Wiley Capital Management, overseeing over $40 billion in U.S. value asset portfolios. He built a research platform which utilized best practices of fundamental research combined with behavioral psychology to capitalize on the art piece of investing, creating a unique and value-added investment approach.
Prior to joining Hotchkis and Wiley, Mr. Huber served as Portfolio Manager and Director for Merrill Lynch Asset Management and as Portfolio Manager for Goldman Sachs Asset Management in New York.
Mr. Huber received his BA in statistics and economics from Northwestern University where he was departmental valedictorian and received the Directors Award for top graduating GPA amongst student athletes. He received his MBA from University of Chicago with concentrations in accounting and finance, where he was elected to the Beta Gamma Sigma honor society. He also is an Associate in the Society of Actuaries (A.S.A.).
Mel Lindsey
Mel Lindsey, CFA, age 54, is the Founder and Managing Partner of Nile Capital Company LLC. Mr. Lindsey serves on the advisory board of two of Nile’s portfolio holding companies, Strategic Global Advisors LLC and Denali Advisors LLC. Previously, he was Director of Institutional North America at Investec Asset Management, a specialist provider of active traditional and alternative investments in frontier, emerging, and developed global markets. Prior to joining Investec Asset Management, Mr. Lindsey was at Artio Global Investors where he was a Senior Vice President of Global Distribution and served on the Executive Management Committee. During his tenure at Artio, AUM grew from $800 million to a peak of $78 billion ultimately resulting in an IPO and listing on the NYSE. Mr. Lindsey was also a portfolio manager on the value equity team at Wells Capital Management and an equity salesman at Shearson Lehman Brothers. Mr. Lindsey holds the Chartered Financial Analyst designation and received an MBA from the Anderson School at UCLA. Mel also attended IMD, Global Leadership Program in Lausanne, Switzerland. He is a member of the Los Angeles Society of Financial Analysts. Mr. Lindsey is on the board and investment committees of California Community Foundation, YMCA of Metropolitan Los Angeles, and South Central Scholars Foundation.
Timothy E. Rhoda
Timothy E. Rhoda, age 47, is a practicing attorney with over twenty years of professional experience focused primarily on civil litigation, bankruptcy, corporate and transactional matters. His representative clients and experience range from small businesses with civil matters to representing the owners of residential real estate portfolios before the state and federal district courts and courts of appeals. Mr. Rhoda is licensed to practice law before the state courts of Illinois and Nevada, the United States District Courts for the District of Nevada and Northern District of Illinois, the United States Court of Appeals for the Ninth Circuit and the United States Supreme Court. Mr. Rhoda has experience and training in data analytics, logistics, risk management and financial engineering.
Mr. Rhoda obtained his JD from the DePaul University College of Law. Before attending law school, he attended the Northwestern University McCormick School of Engineering, where he received a BS in Industrial Engineering and Management Sciences.
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Regulatory Matters
None of Uranium Trading Corp.’s officers or directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated.
None of Uranium Trading Corp.’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.
Board Leadership Structure and Risk Oversight
The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole. Each of the Board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.
Code of Business Conduct and Ethics
Prior to one year from the date of this Prospectus, we will be adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We will post on our website a current copy of the code and all disclosures that are required by law or market rules in regard to any amendments to, or waivers from, any provision of the code.
Officers
The following are the officers of UTC, who serve at the pleasure of the Board:
David Berklite, Chief Executive Officer
Mr. Berklite, age 57 is a Co-Founder of Uranium Trading Corporation with over 30 years of experience in the Uranium industry. Prior to UTC, Mr. Berklite spent 5 years at ConverDyn as VP in charge of business development. Prior to joining ConverDyn, Mr. Berklite was the Director of Business Development for Cameco/Nukem, responsible for developing new opportunities in the nuclear fuel cycle and the management of the Uranium Recovery Business. Prior to joining Cameco, Mr. Berklite served as VP of Westinghouse Electric Corporation, where he was responsible for nuclear fuel procurement requirements, and the nuclear transport and new fuel container development programs. Mr. Berklite previously worked at Uranium Asset Management (a subsidiary of British Nuclear Fuels, Ltd.), where he was responsible for supplying the UK reactor requirements. Mr. Berklite began his career in 1985 as a Nuclear Engineer at Arkansas Power and Light Co. Mr. Berklite received a BS degree in Nuclear Engineering from Mississippi State University and an M.B.A. degree from Millsaps College.
Markus Kemmerer, Chief Financial Officer
Mr. Kemmerer, age 45, is a Co-Founder of Uranium Trading Corporation with over 15 years of experience in the Uranium industry. Prior to UTC, Mr. Kemmerer, served as VP of Trading and Strategy as well as on the Board of the Nukem Trading division for Cameco Corp. Responsibilities included chief of trading for nuclear fuel components as well as the development of a risk management framework. He procured and sold $B’s worth of Uranium products. Prior to Nukem/Cameco, Mr. Kemmerer focused on decentralized power generation technologies with RWE Fuel Cells GmbH. Mr. Kemmerer began his career at Metallgesellschaft AG in Frankfurt, where he traded Aluminum, Zinc, Copper, and Alumina. Mr. Kemmerer holds a BSc and MSc in Industrial Engineering and Management from the Technical University of Darmstadt, Germany, and graduated with a BA in Business Administration from the Hessische Berufsakademie in Frankfurt, Germany.
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Executive Compensation
None of our executive officers or directors receive compensation from the Company; however, Messrs. Berklite and Kemmerer receive compensation from the Manager from the management fees paid by the Company.
The Manager
92 Trading LLC serves as the Manager of the Company. The Manager is newly formed and was founded by Messrs. Huber, Kemmerer and Berklite.
MARKET, INDUSTRY, AND OTHER DATA
Uranium Market
Uranium Uses
The substantial majority of commercial uses for U3O8 is as a fuel for nuclear power plants for the generation of electricity. Through the process of nuclear fission, the uranium isotope U-235 can undergo a nuclear reaction whereby its nucleus is split into smaller particles. Nuclear fission releases significant amounts of energy, creating heat to generate steam to spin a turbine, and is the basis of power generation in the nuclear industry.
Uranium has other commercial uses in the fields of medical diagnosis and other industries, but these markets are very small in terms of volume. Uranium is also used as a feedstock for over 200 private nuclear reactors, which are operated for research purposes and for the production of isotopes for medical and industrial end uses.
Uranium Production Process
The initial step in the process of preparing uranium for use in a nuclear reactor is the mining and upgrading of the ore in a uranium processing facility to produce uranium concentrates containing 80-90% Uranium Products. Uranium concentrates are priced and sold based on the Uranium Products content.
The second step takes place at licensed uranium conversion facilities where Uranium Products is converted to UF6 (or to UO2 for Candu type reactors). Above 56 degrees Celsius, UF6 is a gas and is in a suitable form to be enriched to produce fuel for the majority of reactors. Following the production of UF6, enrichment and fuel fabrication are the next steps before the nuclear fuel is ready for loading into a nuclear reactor
Uranium Industry Overview
During 2017, the spot price of uranium continued to be relatively volatile. After a strong start in the first quarter, with spot prices increasing from US$22.25 per pound U3O8 at February 28, 2017 to a high of US$25.50 in March 2017, prices fell back to the US$20 per pound range in May 2017 and remained at this level for much of the second and third fiscal quarters. The price volatility in the 2017 and the first two quarters followed significant production cuts in Canada, the United States, Kazakhstan and Africa, which were announced in late 2016 and early 2017. The production cuts came after a period of prolonged depressed uranium prices, which, according to industry reports cited in other companies’ regulatory filings, were below the all-in production costs of most of the world’s sources of primary uranium supply and coincident with the expected expiration of higher priced supply contracts signed during the utility contracting cycle in the mid-to-late 2000’s.
Volatility returned to uranium prices late in 2017 due to the announcement of further substantial cuts to global production in November 2017 – beginning with Cameco Company (“Cameco”) announcing a minimum ten-month shutdown of the McArthur River Mine/Key Lake Mill complex in Saskatchewan, Canada. Cameco’s McArthur River/Key Lake operations represent the largest and highest-grade uranium mine in the world, producing approximately 18 million pounds of Uranium Products annually. Following Cameco’s announcement, National Atomic Company Kazatomprom (“Kazatomprom”) made a further announcement regarding production restraint – outlining that production through 2020 would represent a 20% reduction in planned output from its operations in Kazakhstan. Following these announcements, the spot price of Uranium Products increased again, reaching a high of US$26.50 per pound Uranium Products in December 2017, before retreating to US$21.25 per pound Uranium Products by the end of March 2018.
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In July 2018, Cameco extended the shutdown of McArthur River, one of the world’s biggest uranium mines indefinitely and announced it will terminate the employment of most workers at the operation until market conditions improve. Cameco had initially said in November 2017 that it was suspending operations at its flagship mine in Saskatchewan for 10 months beginning at the end of January — a move that removed 13.7 million pounds of production and represented 9 percent of forecast global supply in 2018. Cameco announced at the same time that it was purchasing 10 million pounds of uranium in the market to meet existing supply contracts. Following this announcement, the spot price for uranium rose to $26 per pound.
While the Cameco and Kazatomprom supply curtailments have had an impact on the spot price, it has not been sustained. The impact of the curtailments from a global production standpoint, however, is quite significant. According to according to industry reports cited in other companies’ regulatory filings, global production peaked in calendar 2016 at 162 million pounds of U3O8, then fell in calendar 2017 to 154 million pounds U3O8, and this trend is expected to continue in calendar 2018 with the latest forecasts of total production dropping to 141 million U3O8. To put this in perspective, in these same reports, annual uranium reactor requirements in calendar 2018 to be in the range of 194 million pounds U3O8. While the rationalization on the supply side is needed, higher priced long-term supply contracts have been protecting much of the higher cost mine production from exposure to spot price levels in the US$20 per pound Uranium Products range. As many of these legacy contracts are now expiring, the rate and degree of production cutbacks has finally accelerated. These curtailments are expected to result in the drawdown of excess uranium supplies in the market and, ultimately, an accelerated rebalancing of uranium market fundamentals.
A recent market development, which could be preventing the U.S. utilities from entering into a new cycle of significant uranium contracting, is the Section 232 Trade petition recently filed by two U.S. uranium producers before the U.S. Department of Commerce. This provision of the U.S. Trade Act of 1962 was successfully pursued by U.S. producers of aluminum and steel in response to levels of foreign imports that were viewed to be negatively impacting U.S. national security. The Trump Administration has imposed tariffs on the import of both commodities, although some nations (including Canada and Mexico) have been provided exemptions. Since the Company’s plan is to store its Uranium Products in Canada, the 232 tariffs would not be expected to apply. However, in our trading business, these tariffs may limit our ability our opportunities with U.S. utilities. It is still too early to predict how the U.S. Department of Commerce will respond to the Section 232 trade petition for uranium, and what (if any) remedies would be applied in the case of uranium imports. For greater context, U.S. domestically mined uranium accounted for approximately 5% of U.S. uranium requirements in calendar 2017, and it is expected that U.S. production will decline further in 2018.
The demand fundamentals continue to trend positive. Many nations today, particularly in the emerging markets, struggle with the need to deliver reliable and affordable electricity to their growing populations, without compounding climate change and air pollution challenges. As such, nuclear energy, with its reliability and clean air benefits, is filling an important role in the supply of baseload power around the world. Measured in new nuclear capacity connected to the grid, the calendar years 2015 and 2016 were the best two years in the past twenty-five. Reactor start-ups in calendar 2017 declined slightly from those levels, however the trend of increasing nuclear capacity appears to be continuing. For example, the Chinese government recently announced that in calendar 2018 it would be connecting a further five reactors to the electricity grid, and that construction will commence on six to eight additional units. In addition, the Kingdom of Saudi Arabia is advancing its nuclear energy plans, having commenced reactor procurement discussions with supplier countries, and the United Arab Emirates is rapidly nearing the completion of their four-reactor construction program, with the first unit expected to be connected to the grid in calendar 2018.
The recovery of the Japanese nuclear energy industry post-Fukushima continued to gain momentum in calendar 2017 and into 2018, with seven reactors in operation and a further two more likely to restart before the end of calendar 2018. This is in line with recently re-elected Japanese Prime Minister Abe’s stated goal to utilize nuclear power to supply between 20% and 22% of electricity needs going forward.
In the United States, after the closure of six nuclear power plants in recent years there has been a growing recognition of the value of a 24/7 baseload carbon-free energy source. Four states, New York, Illinois, New Jersey and Connecticut, are preserving their nuclear-power generating capacity by passing legislation to level the playing field for nuclear. Two additional states, Pennsylvania and Ohio, are considering similar legislative action. The declared bankruptcy of First Energy, who operates three reactors in those states, has highlighted the need for immediate action to preserve critical sources of baseload capacity. The U.S. federal government also continues to stress the negative impact on the reliability and resilience of the country’s national grid from the potential loss of additional nuclear capacity. A recent Department of Energy Grid Reliability Study and the Federal Energy Regulatory Commission have both pointed to the need for changes to current market structures. With respect to new reactor construction in the U.S., the two Vogtle units in Georgia have resumed construction following the Westinghouse bankruptcy restructuring, while construction of the two Summer units in South Carolina remain suspended.
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As of March 2018, the World Nuclear Association (“WNA”) reported 448 reactors operable worldwide with 57 new reactors under construction, 158 reactors planned or on order, and another 351 proposed. By reference, these numbers are higher than those existing prior to Fukushima. Translated into uranium demand, data from UxC Consulting Company LLC, which has been publicly disclosed, projects their URM Base Demand to range from 194 to 209 million pounds annually over the period from 2018 to 2035.
Government Regulation
The production, handling and storage of uranium are subject to various levels of extensive governmental controls and regulations which are amended from time to time. UTC is unable to predict what additional legislation or amendments may be proposed that might affect the uranium business or when any proposals, if enacted, might become effective.
Outlined below are certain government controls and regulations which materially affect the uranium industry.
Treaty on the Non-Proliferation of Nuclear Weapons (the “NPT”)
The NPT was established in 1970 and is an international treaty with the following objectives: to prevent the spread of nuclear weapons and weapons technology, to foster the peaceful uses of nuclear energy, and to further the goal of achieving general and complete disarmament. The NPT establishes a safeguards system under the responsibility of the International Atomic Energy Agency (“IAEA”). A total of 191 countries are signatories to the NPT, including Canada and the five NPT-designated nuclear weapon states (China, Russia, the U.S., the United Kingdom and France).
Article III of the NPT states that each party to the NPT will undertake not to provide fissionable material, or equipment designed for the processing of fissionable material, to other states unless the fissionable material will be subject to the safeguards of the NPT, as enforced by the IAEA.
U.S. Uranium Industry Regulation
The uranium industry in the U.S. is primarily regulated by the Nuclear Regulatory Commission (“NRC”), which was established by the Energy Reorganization Act of 1974. The Atomic Energy Act of 1954, as amended (the “AE Act”), is the fundamental U.S. law on both the civilian and military uses of nuclear materials. The AE Act requires that civilian uses of nuclear materials and facilities be licensed, and it empowers the NRC to establish by rule or order, and to enforce, such standards to govern these uses as the NRC “may deem necessary or desirable in order to protect health and safety and minimize danger to life or property.” The NRC’s primary function is to regulate the various commercial and institutional uses of nuclear energy and to ensure the protection of employees, the public and the environment from radioactive materials.
As part of its oversight, the NRC regulates the movement of nuclear materials within the United States (10 CFR Part 71) and the regulations governing the import and export of uranium (10 CFR Part 110). Pursuant to these regulations, a licensee who transfers, receives, or adjusts its inventory of uranium source material or who exports or imports uranium source material, must complete a Nuclear Material Transaction Report in accordance with NRC instructions. This report is the primary mechanism for tracking physical movements of U.S. or any other origin uranium to foreign and domestic buyers.
Other agencies are involved in the regulation of the uranium industry, either directly or indirectly, including the Environmental Protection Agency, the Department of Transportation, Department of Energy, the Department of Defense, the Department of Homeland Security, the Army Corps of Engineers, and the U.S. Fish and Wildlife Service, as well as state regulatory authorities.
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All of the U.S. operations of the Facilities used by UTC will be governed primarily by licenses granted by the NRC and are subject to all applicable federal statutes and regulations and to all laws of general application in the state where the operation is located, except to the extent that such laws conflict with the terms and conditions of the license or applicable federal laws. Failure to comply with license conditions or applicable statutes and regulations may result in enforcement action against the Facility, which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.
The U.S. Government also enters into international agreements for nuclear co-operation and trade with specific countries (or political blocs such as the European Union), with the general goal of supporting the peaceful uses of nuclear energy while upholding specific U.S. foreign policy and non-proliferation objectives. The NRC participates in this process by providing comment and clearance or approval of the proposed international agreements. While specific sales contracts are not reviewed or approved, the NRC is responsible for issuing export and import licenses for the shipment of uranium out of and into the U.S.
Canadian Uranium Industry Regulation
The federal government of Canada has recognized that the uranium industry has special importance in relation to the national interest and therefore regulates the industry through regulations and policy announcements. The regulations and policy announcements apply to any uranium property or plant in Canada, which the Canadian Nuclear Safety Commission (“CNSC”) may determine to be, or to have the capability of, producing or processing uranium for nuclear fuel application. The regulations require that the property or plant be owned legally or beneficially by a company incorporated pursuant to Canadian laws.
The control of the use and export of uranium is governed by the Nuclear Safety and Control Act (Canada) (the “NSCA”) which authorizes the CNSC to make regulations governing all aspects of the development and application of nuclear energy, including uranium mining, milling, conversion and transportation. The most significant powers given to the CNSC are in the licensing area. The NSCA grants the CNSC licensing authority for all nuclear activities in Canada, including the issuance of new licenses and the amendment and renewal of existing licenses. A person may only possess or dispose of nuclear substances and construct, operate and decommission its nuclear facilities in accordance with the terms of a CNSC license. The license specifies conditions that licensees must satisfy in order to maintain the right to operate nuclear facilities.
The NSCA grants to the CNSC the power to act as a court of record, the right to require financial guarantees for nuclear waste management and decommissioning as a condition of granting a license, order-making powers and the right to impose monetary penalties. The NSCA also grants the CNSC power to require nuclear power plant operator re-certification and to set requirements for nuclear facility security measures. The NSCA also provides for increased emphasis on environmental matters, including a requirement that licensing applicants make adequate provision for the protection of the environment.
A fundamental principle in nuclear regulation is that the licensee bears the responsibility for safety, with the CNSC setting safety objectives and auditing the licensee’s performance against the objectives. The regulations made under NSCA include provisions dealing with a facility’s license requirements, radiation protection, physical security for all nuclear facilities and the transport of radioactive materials. The CNSC has also issued guidance documents to assist licensees in complying with regulatory requirements such as decommissioning, emergency planning, and optimization of radiation protection measures.
The Canadian operations of the Facilities, which may be used by UTC, are governed primarily by licenses granted by the CNSC and are subject to all applicable federal statutes and regulations and to all laws of general application in the province where the operation is located, except to the extent that such laws conflict with the terms and conditions of the license or applicable federal laws. Failure to comply with license conditions or applicable statutes and regulations may result in orders being issued which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.
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Should UTC wish to export any uranium held at Canadian Facilities to non-Canadian Facilities, the export of uranium is regulated by the Government of Canada, which establishes nuclear energy policy. Licenses and export permits, granted by the CNSC and the federal Department of Foreign Affairs and International Trade respectively, are required to be obtained for all exports. UTC will require that the Manager obtain any required permits for all such exports.
French Uranium Industry Regulation
The Government of France, including the Prime Minister in conjunction with the Ministries of Environment and Industry, exercises the oversight authority and control over nuclear security matters. The Nuclear Policy Council was established in 2008 by presidential decree, and is chaired by the President and includes the Prime Minister as well as cabinet secretaries in charge of energy, foreign affairs, economy, industry, foreign trade, research and finance as well as the head of the French Atomic Energy Commission (FCEA), the secretary general of national defense and the military chief of staff are on the council. In March 2016, Orano (then AREVA), Electricite de France and the FCEA announced the formation of the tripartite French Nuclear Platform (PFN) to improve the joint effectiveness of the three bodies and devise a shared vision of a medium- and long-term goal for the industry, supporting the Nuclear Policy Council (CPN).
In addition, the Nuclear Safety Authority (“ASN”) is responsible to varying degrees, along with other government ministries, for the regulation of the various commercial and institutional uses of nuclear energy and for ensuring the protection of employees, the public and the environment from radioactive materials.
ASN works with a number of other government agencies, such as the Institute for Radiological Protection and Nuclear Safety, and outside experts in order to formulate policies and make decisions. The ASN also helps to coordinate the nuclear related activities of various government agencies, creates various nuclear safety regulations to support the government’s laws, and determines how to apply those regulations to specific situations. The ASN is supervised by several government ministers, including the Minister of Economy, Industry and the Digital Sector, the Minister of Social Affairs and Health and the Minister of Environment, Energy and Marine Affairs.
In order for a nuclear power plant or facility to be licensed for operation, a decree must be issued by the Prime Minister, after receiving reports from the applicable ministries and the ASN. Before this decree is granted, it is necessary for these ministries to review technical evaluation reports that are issued by the ASN.
France’s regulations related to the import and export of nuclear materials are complex and are regulated and controlled by the Nuclear Policy Council. Trade in nuclear materials is strictly controlled by the government, with the highest levels of government making the relevant decisions on policy. Before nuclear materials can be imported or exported from France, the trade must be authorized: (i) by the Minister of Defense for the materials intended for defense purposes; and (ii) by the Minister of Energy for the materials intended for other purposes. The Minister of Defense and the Minister of Energy must both consult the Minister of Internal Affairs and the Minister of Foreign Affairs prior to granting authorization. An authorization is granted for a definite period of time, with materials and maximum quantities being specified.
France follows the non-proliferation safeguards created by the IAEA, and only exports nuclear materials to countries that have signed the International Convention on the Physical Protection of Nuclear Materials. The destination country is thus committed to enforce a level of protection in accordance with international regulations when the material reaches its territory.
All of the French operations of the Facilities, which may be used by UTC, will be governed primarily by licenses granted by the French Government and are subject to all applicable statutes and regulations and the oversight by the ASN. Failure to comply with license conditions or applicable statutes and regulations may result in enforcement action, which may cause operations to cease or be curtailed or may require installation of additional equipment, other remedial action or the incurring of additional capital or other expenditures to remain compliant.
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As of the date of this Prospectus, the only shares of capital stock of the Company outstanding are 375,000 shares of Class B Common Stock, all of which are owned by the Manager.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
UTC and the Manager have entered into the Management Services Agreement, pursuant to which the Manager administers the activities of UTC. See “Business of UTC – Management of UTC.”
92 Trading LLC, the Manager, subscribed to 375,000 shares of Class B Common Stock of the Company at a purchase price of $2.00 per share.
The Class A Common Stock
We are authorized to issue 110,000,000 shares of Class A Common Stock, $0.0001 par value. The holders of Class A Common Stock are entitled to equal dividends and distributions, with respect to the Class A Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Class A Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Class A Common Stock. All shares of Class A Common Stock now outstanding and upon completion of this Offering, are, and will be, fully paid, validly issued and non-assessable.
The Common Stock is divided into two classes: Class A and Class B. There are 100,000,000 designated shares of Class A and 10,000,000 designated shares of Class B. The shares of each class of Class A Common Stock are identical except that the holders of the Class B Common Stock shall be entitled to vote on all matters submitted to stockholders of the Company, except as required by law. Delaware law would permit holders of Class A common stock to vote, with one vote per share, on a matter if we were to:
| ● | change the par value of the common stock; or | |
| ● | amend our certificate of incorporation to alter the powers, preferences, or special rights of the common stock as a whole in a way that would adversely affect the holders of our Class A common stock. |
In addition, Delaware law would permit holders of Class A common stock to vote separately, as a single class, if an amendment of our certificate of incorporation would adversely affect them by altering the powers, preferences, or special rights of the Class A common stock, but not the Class B common stock. As a result, in these limited instances, the holders of a majority of the Class A common stock could defeat any amendment to our certificate of incorporation. For example, if a proposed amendment of our certificate of incorporation provided for the Class A common stock to rank junior to the Class B common stock with respect to (i) any dividend or distribution, (ii) the distribution of proceeds were we to be acquired, or (iii) any other right, Delaware law would require the vote of the Class A common stock, with each share of Class A common stock entitled to one vote per share. In this instance, the holders of a majority of Class A common stock could defeat that amendment to our certificate of incorporation. Our certificate of incorporation provides that the number of authorized shares of common stock or any class of common stock, including our Class A common stock, may be increased or decreased (but not below the number of shares of common stock then outstanding) by the affirmative vote of the holders of a majority of the Class B common stock and Class C common stock, voting together as a single class. As a result, the holders of a majority of the outstanding Class B common stock and Class C common stock can approve an increase or decrease in the number of authorized shares of Class A common stock without a separate vote of the holders of Class A common stock. This could allow us to increase and issue additional shares of Class A common stock beyond what is currently authorized in our certificate of incorporation without the consent of the holders of our Class A common stock.
The voting provisions described above could have the effect of depriving stockholders of any opportunity to sell their shares at a premium over prevailing market prices because takeovers frequently involve purchases of stock directly from stockholders at such a premium price. Further, to the extent these provisions make it less likely that a takeover attempt opposed by our incumbent Board of Directors and management will succeed, the effect could be to assist the Board of Directors and management in retaining their existing positions.
The Company has never paid any dividends to stockholders of our Class A Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business.
Stockholder Communications
Because our Class A common stock will be our only class of stock registered under Section 12 of the Exchange Act and is non-voting, we will not be required to file proxy statements or information statements under Section 14 of the Exchange Act unless a vote of the Class A common stock is required by applicable law. However, once this offering closes, we will provide holders of our Class A common stock, at the same time, any information that we provide generally to the holders of our Class B common stock, including proxy statements, information statements, annual reports, and other information and reports.
If we do not deliver any proxy statements or information statements to the holders of our Class B common stock, then we will similarly not provide any proxy statements or information statements to holders of our Class A common stock. In addition, to ensure equal access and fair disclosure of material information to investors and our stockholders, including notice to all of our stockholders of a meeting and any voting results, we will disclose this information through one or more Form 8-K filings. Unlike proxy statements or information statements that may provide information before corporate actions are taken, a Form 8-K may generally be filed up to four business days after the material corporate event being disclosed has occurred. Although a Form 8-K would include material information regarding the event, it may include significantly less information than would otherwise be required in proxy statements or information statements. As a result, investors may purchase or sell shares of Class A common stock after a material event has taken place but before we have disclosed any information about that event on a Form 8-K.
We will invite holders of our Class A common stock to attend our annual meeting of stockholders, if one is held, in the same manner as holders of our Class B common stock and to submit questions to our management team in the same manner as the holders of our Class B common stock. Any such invitation will include details regarding the date, time, and place of the annual meeting of stockholders as well as a customary question and answer section regarding who can vote at such annual meeting, how to submit questions, and where stockholders can find additional information.
Because we are not required to file proxy statements or information statements under Section 14 of the Exchange Act, any proxy statement, information statement, or notice of our annual meeting may not include all information under Section 14 of the Exchange Act that a public company with voting securities registered under Section 12 of the Exchange Act would be required to provide to its stockholders. Most of that information, however, will be reported in other public filings. For example, disclosures required by Part III of Form 10-K as well as disclosures required by the NYSE that are customarily included in a proxy statement will be included in our Form 10-K, rather than a proxy statement. But some information required in a proxy statement or information statement is not required in any other public filing. For example, we will not be required to comply with the proxy access rules under Section 14 of the Exchange Act. If we take any action in an extraordinary meeting of stockholders where the holders of Class A common stock are not entitled to vote, we will not be required to provide the information required under Section 14 of the Exchange Act. Nor will we be required to file a preliminary proxy under Section 14 of the Exchange Act. Since that information is also not required in a Form 10-K, holders of Class A common stock may not receive the information required under Section 14 of the Exchange Act with respect to extraordinary meetings of stockholders.
In addition, we will not be subject to the “say-on-pay” and “say-on-frequency” provisions of the Dodd–Frank Wall Street Reform and Consumer Protection Act. As a result, our stockholders will not have an opportunity to provide a non-binding vote on the compensation of our executive officers. Moreover, holders of our Class A common stock will be unable to bring matters before our annual meeting of stockholders or nominate directors at such meeting, nor will they be able to submit stockholder proposals under Rule 14a-8 of the Exchange Act.
B. Riley FBR, Inc. is acting as manager and sole underwriter of the offering. Subject to the terms and conditions of the underwriting agreement dated the date of this prospectus, the underwriter has agreed to purchase, and we have agreed to sell to the underwriter, _________ shares of Class A Common Stock. Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated between the Company and the underwriter. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management, an analysis of the market conditions for Uranium Products, potential for expansion of electric utilities use of nuclear power and the consideration of the above factors in relation to market valuation of companies in related businesses.
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The shares of Class A Common Stock sold by the underwriter to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of Class A Common Stock sold by the underwriter to securities dealers may be sold at a discount from the initial public offering price not to exceed $[ ] per share of Class A Common Stock. If all of the shares of Class A Common Stock are not sold at the initial offering price, the underwriter may change the offering price and the other selling terms by means of a supplement to this prospectus. The underwriter has advised us that it does not intend to make sales to discretionary accounts.
If the underwriter sells more shares of Class A Common Stock than the total number set forth in the table above, we have granted to the underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to ________ additional shares (15% of the shares of Class A Common Stock sold in this offering) of Class A Common Stock at the public offering price less the underwriting discount. The underwriter may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. Any shares of Class A Common Stock issued or sold under the option will be issued and sold on the same terms and conditions as the other shares of Class A Common Stock that are the subject of this offering.
We, our Manager and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the underwriter, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock, warrants, shares of Class A Common Stock or any other securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, subject to certain exceptions. The underwriter in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our Manager, officers and directors are also subject to separate transfer restrictions on their shares of Class B Common Stock pursuant to the insider letters as described herein.
Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the shares of Class A Common Stock was determined by negotiations between us and the underwriter. Among the factors considered in determining initial public offering price were the history and prospects of companies whose principal business is acquisition of physical uranium, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares of Class A Common Stock will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares of Class A Common Stock, share of Class A Common Stock or warrants will develop and continue after this offering.
We have applied to list our shares of Class A Common Stock on the NYSE American under the symbol “UTC” and we expect our shares of Class A Common Stock to be listed on the NYSE American on or promptly after the date of this prospectus.
The following table shows the underwriting discounts and commissions that we are to pay to the underwriter in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option. $10.00 per share of Class A Common Stock, or $50,000,000 (or $57,500,000 if the over-allotment option is exercised in full).
| Per
Share of Class A Common Stock | Without Option | With Option | ||||||||||
| Public offering price | $ | $ | $ | |||||||||
| Underwriting discounts and commissions(1) | $ | $ | $ | |||||||||
| Proceeds, before expenses, to Uranium Trading Corporation | $ | $ | $ | |||||||||
| (1) | We have agreed to pay the underwriter a discount and commission of 1.0% for the first $50,000,000 of proceeds raised in connection with this offering, and a discount and commission of 2.0% for any amount of proceeds raised in connection with this offering in excess of $50,000,000 (including amounts sold under the over-allotment option). We have also granted the underwriter a right of first refusal for a period not to exceed 36 months from the date of this offering to act as the lead underwriter in a future secondary offering by the Company provided that the offering size of such secondary offering exceeds $100,000,000. In the event, the underwriter exercises the aforementioned right of first refusal we have guaranteed a fee for the underwriter’s services in connection with the secondary offering equal to a minimum of 3.0% of the gross proceeds realized in the secondary offering. |
In connection with the offering, the underwriter may purchase and sell shares of Class A Common Stock in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under the Exchange Act.
| 27 |
● Short sales involve secondary market sales by the underwriter of a greater number of shares of Class A Common Stock than they are required to purchase in the offering.
● “Covered” short sales are sales of shares of Class A Common Stock in an amount up to the number of shares of Class A Common Stock represented by the underwriter’s over-allotment option.
●“Naked” short sales are sales of shares of Class A Common Stock in an amount in excess of the number of shares of Class A Common Stock represented by the underwriter’s over-allotment option.
● Covering transactions involve purchases of shares of Class A Common Stock either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
● To close a naked short position, the underwriter must purchase shares of Class A Common Stock in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the shares of Class A Common Stock in the open market after pricing that could adversely affect investors who purchase in the offering.
● To close a covered short position, the underwriter must purchase shares of Class A Common Stock in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares of Class A Common Stock to close the covered short position, the underwriter will consider, among other things, the price of shares of Class A Common Stock available for purchase in the open market as compared to the price at which they may purchase shares of Class A Common Stock through the over-allotment option.
● Stabilizing transactions involve bids to purchase shares of Class A Common Stock so long as the stabilizing bids do not exceed a specified maximum.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriter for its own account, may have the effect of preventing or retarding a decline in the market price of the shares of Class A Common Stock. They may also cause the price of the shares of Class A Common Stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriter may conduct these transactions in the over-the-counter market or otherwise. If the underwriter commences any of these transactions, it may discontinue them at any time.
We have also agreed to pay certain out-of-pocket and documented expenses of the underwriter relating to the offering, subject to a cap of $[ ], (collectively, the “Accountable Expenses”) including: (a) all filing fees and communication expenses associated with the review of this offering by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (b) fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of such states and foreign jurisdictions designated by the representative; (c) up to $80,000 of fees and expenses of the underwriter’s legal counsel; and (d) the underwriter’s actual out of pocket expenses for the offering. We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make because of any of those liabilities.
We have paid an advance of $75,000 to the underwriter to be used for its Accountable Expenses, subject to the applicable caps set forth in the preceding paragraph (the “Accountable Expenses Allowance”). The amount of this Accountable Expenses Allowance shall not exceed the amount of out-of-pocket expenses actually incurred by the underwriter in connection with this offering, and such Accountable Expenses Allowance shall be reimbursed to the Company to the extent not actually incurred by the underwriter.
We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, will be approximately $[ ].
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The underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The underwriter and its affiliates may in the future receive customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
We have granted the underwriter a right of first refusal (“Right of First Refusal”) for a period of 36 months from the consummation of this offering to act as the lead underwriter in a future secondary public offering provided that the size of such secondary offering exceeds $100,000,000 (the “Secondary Offering”). In the event the underwriter exercises its Right of First Refusal, its fee for such services shall be equal to a minimum of 3.0% of the gross proceeds realized in the secondary offering.
Except for the Right of First Refusal contemplated above, we are not under any contractual obligation to engage the underwriter to provide any services for us after this offering, and have no present intent to do so. However, the underwriter may assist us in raising additional capital in the future. If the underwriter provides services to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be paid to the underwriter prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering.
Notice to Prospective Investors in Canada
The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area (each, a “Member State”), no offer of ordinary shares which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares referred to in (a) to (c) above shall result in a requirement for the Company or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
Each person located in a Member State to whom any offer of shares is made or who receives any communication in respect of an offer of shares, or who initially acquires any shares will be deemed to have represented, warranted, acknowledged, and agreed to and with each representative and the Company that (1) it is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or where shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.
The Company, the representatives, and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments, and agreements.
This prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the representatives have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the representatives to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.
The above selling restriction is in addition to any other selling restrictions set forth in this prospectus.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, which we refer to as the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.
The Underwriter:
(a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA, received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and
(b) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.
Notice to Prospective Investors in the Dubai International Financial Centre
This prospectus relates to an Exempt Offer in accordance with the Markets Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Markets Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in Australia
No prospectus, product disclosure statement or other disclosure document has been or will be lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth), or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons, referred to as the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, Exempt Investors should consider whether the information in this prospectus and the shares offered under this prospectus are appropriate to their needs, objectives and financial circumstances and seek expert advice on those matters.
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TRANSFER AGENT
VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598 serves as the transfer agent and registrar for the shares of Class A Common Stock.
J.P. Galda & Co., Ardmore, Pennsylvania, has passed upon the validity of the securities offered hereby on behalf of us. Certain legal matters will be passed upon on behalf of the underwriter by LeClairRyan PLLC, Richmond, Virginia.
The financial statements of UTC. as of June 30, 2018 and for the period from June 4, 2018 (inception) to June 30, 2018 appearing in this prospectus have been audited by Accell, Audit and Compliance, P.A., an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere in this prospectus, and are included in reliance on such report given on the authority of such firm as an expert in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
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URANIUM TRADING CORPORATION
along with Report of Independent Registered Public Accounting Firm
FOR THE PERIOD ENDING
JUNE 30, 2018
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Uranium Trading Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Uranium Trading Corporation (the Company) as of June 30, 2018, and the related statements of operations and other comprehensive income, stockholders’ equity, and cash flows for the period from inception (June 4, 2018) to June 30, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018, and the results of its operations and its cash flows for the period from inception (June 4, 2018) to June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Accell Audit & Compliance, P.A.
We have served as the Company’s auditor since 2018.
Tampa, FL
August 20, 2018
| F-2 |
URANIUM TRADING CORPORATION
BALANCE SHEET
AS OF JUNE 30, 2018
| ASSETS | ||||
| CURRENT ASSETS | ||||
| DUE FROM RELATED PARTY | $ | 638,500 | ||
| TOTAL CURRENT ASSETS | 638,500 | |||
| INVESTMENT | 113,375 | |||
| TOTAL ASSETS | $ | 751,875 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES | ||||
| DUE TO RELATED PARTY | $ | 79,511 | ||
| TOTAL CURRENT LIABILITIES | 79,511 | |||
| STOCKHOLDERS’ EQUITY | ||||
| COMMON STOCK, $0.0001 par value, 110,000,000 shares authorized, 375,000 issued and outstanding | 38 | |||
| ADDITIONAL PAID-IN-CAPITAL | 749,962 | |||
| ACCUMULATED DEFICIT | (79,511 | ) | ||
| ACCUMULATED OTHER COMPREHENSIVE INCOME | 1,875 | |||
| TOTAL STOCKHOLDERS’ EQUITY | 672,364 | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 751,875 | ||
See Independent Auditor’s Report and accompanying notes to financial statements
| F-3 |
URANIUM TRADING CORPORATION
STATEMENT OF OPERATIONS AND COMPRENSIVE INCOME
FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)
TO JUNE 30, 2018
| INCOME | ||||
| Income | $ | - | ||
| Total Income | - | |||
| EXPENSES | ||||
| Professional Fees | 78,928 | |||
| Other Corporate Costs | 583 | |||
| Total Expenses | 79,511 | |||
| Loss before Taxes | (79,511 | ) | ||
| Income tax expense | - | |||
| Net Loss | (79,511 | ) | ||
| OTHER COMPREHENSIVE INCOME | ||||
| Change in fair market value of investment | 1,875 | |||
| Total comprehensive loss | $ | (77,636 | ) | |
| Earnings per common share - basic and diluted | $ | (0.21 | ) | |
| Weighted average shares outstanding | 375,000 |
See Independent Auditor’s Report and accompanying notes to financial statements
| F-4 |
URANIUM TRADING CORPORATION
STATEMENT OF STOCKHOLDERS’ EQUITY
AS OF JUNE 30, 2018
| Additional | Accumulated Other | |||||||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Total | |||||||||||||||||||
| June 4, 2018 | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Issuance of Common Stock | 375,000 | 38 | 749,962 | - | - | 750,000 | ||||||||||||||||||
| Net Loss | - | - | - | (79,511 | ) | - | (79,511 | ) | ||||||||||||||||
| Change in fair market value of investment | - | - | - | - | 1,875 | 1,875 | ||||||||||||||||||
| June 30, 2018 | 375,000 | $ | 38 | $ | 749,962 | $ | (79,511 | ) | $ | 1,875 | $ | 672,364 | ||||||||||||
See Independent Auditor’s Report and accompanying notes to financial statements
| F-5 |
URANIUM TRADING CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)
TO JUNE 30, 2018
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net Loss | $ | (79,511 | ) | |
| CHANGES IN OPERATING ASSETS AND LIABILITIES | ||||
| Due to related party | 79,511 | |||
| NET CASH FROM OPERATING ACTIVITIES | - | |||
| NET CHANGE IN CASH | - | |||
| Cash at Beginning of period | - | |||
| Cash at End of period | $ | - | ||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid for interest | $ | - | ||
| Cash paid for income taxes | $ | - | ||
| Non cash investing and financing activities | ||||
| Proceeds from issuance of common stock collected by third party | $ | 750,000 | ||
| Purchase of Uranium by third party on behalf of the Company | $ | 111,500 |
See Independent Auditor’s Report and accompanying notes to financial statements
| F-6 |
Uranium Trading Corp.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2018
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Uranium Trading Corporation (the “Company”) was incorporated June 4, 2018 in the State of Delaware for the purpose of investing and trading Uranium products. The Company is located in El Segundo, CA and plans to begin operations in the third quarter of 2018.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s year end is December 31st.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk
As of June 30, 2018, the Company’s only storage contract is with Cameco Corporation (“Cameco”), a publicly traded Uranium fuel provider. The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities, but also to retrieve the Company’s Uranium products from storage. If the Company is unable to retrieve its Uranium products on the insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.
There is no liquid public market for the sale of Uranium products. The Company may not be able to acquire Uranium products, or once acquired, sell Uranium products for a period of time. The inability to purchase and sell Uranium product on a timely basis and in sufficient quantiles could have a material adverse effect on the Company’s business, results of operations and financial condition.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents
| F-7 |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis.
Fair Value of Financial Instruments
Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques that prioritizes the inputs to a valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest pity to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:
Level 1 Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.
Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement.
Industry practice has been to refer to prices published by industry consulting / price reporting companies like UxC Consulting Company, LLC (“UxC”) or Tradetech LLC which serve as an aggregator of all price points indicated within the uranium market. Prices reported by both companies have been most prevalent in being referenced in contracts to set contract pricing.
| F-8 |
There is no formal exchange for uranium as there is for other commodities such as gold or oil. Uranium price indicators are developed by a small number of private business organizations, like UxC Consulting Company, LLC (“UxC”), that independently monitors uranium market activities, including offers, bids, and transactions. Such price indicators are owned by and proprietary to the business that has developed them. The Ux U3O8 price indicator is one of only two weekly uranium price indicators that are accepted by the uranium industry, as witnessed by their inclusion in most “market price” sales contracts, that is, sales contracts with pricing provisions that call for the future uranium delivery price to be equal to the market price at or around the time of delivery.
The Ux U3O8 price indicator is the longest-running weekly uranium price series, dating back two decades. In addition to being used by the industry in sales contracts, Ux price indicators have been referenced by the U.S. Government in the determination of price-tied quotas and for determination of prices in the highly enriched uranium deal between the U.S. and Russian Governments. Ux price indicators are also referenced in The Wall Street Journal and other major media publications when they discuss uranium price developments. The Ux U3O8 price is also used as the settlement price for the CME/NYMEX UxC Uranium U3O8 Futures Contract.
UxC employs a team of experts that collectively have over one hundred years of uranium market and industry experience to assess price-related data and analyze developments that affect the uranium market. It is important to note that, at all times, UxC remains an independent and unbiased entity in the acquisition, analysis, development, and reporting of uranium pricing data. Compliance with this policy has gained the long-term trust of the industry that UxC’s price indicators are accurate and reflect true competitive market conditions.
Ux U308 Price Indicator Definition
The Ux U3O8 Price indicator is based on the most competitive offer of which UxC is aware, subject to specified form, quantity, and delivery timeframe considerations. It is thus not necessarily based on completed transactions (although a transaction embodies an offer and its acceptance). The “spot” market in uranium has traditionally involved contracts calling for delivery as far out as 12 months, although more recently deliveries take place in the forward two to three month period.
In its Ux Weekly publication, UxC goes into considerable detail about market developments, including recent and pending transactions, outstanding requests for supply, and the changing terms and conditions that characterize the market. UxC not only covers the spot uranium market, but also the market for long-term contracts, as well as the spot and term markets for conversion and enrichment.
Investments in Uranium are categorized in Level 2 using the market approach. Investments in Uranium are measured at fair value at each reporting period based on the most recent spot prices for Uranium published by UxC. The Company may also adjust the fair value of the investments in Uranium based on its assessment of the valuation impact of risks associated with the third party storage facilities at which the Company’s Uranium is held.
| F-9 |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value
| Investments Assets at
Fair Value As of June 30, 2018 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments | - | $ | 113,375 | - | $ | 113,375 | ||||||||||
| Total Investments at Fair Value | - | $ | 113,375 | - | $ | 113,375 | ||||||||||
Recent Accounting Pronouncements – The Company has reviewed all the recently issued, but not effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Note 3 – RELATED PARTY
As of June 30, 2018, the Company owes $79,511 to related parties. These include cost and fees associated with the startup of the Company. As of June 30, 2018, related parties owe the Company $638,500 for the initial capital contributions that were made. The capital contribution funds were received by the Company in July 2018.
Note 4 – LEGAL PROCEEDINGS
From time to time, the Company may become involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.
Note 5 – EQUITY
The Company is authorized to issue one class of stock to be designated “Common Stock,” par value $0.0001 per share. The total number of shares of Common Stock which the Company is authorized to issue is 110,000,000. 100,000,000 shares of the authorized shares of Common Stock are designated Class A Common Stock (the “Class A Common Stock”), and 10,000,000 shares of the authorized Common Stock are designated Class B Common Stock (the “Class B Common Stock”).
Class A Common Stock. Expect as required by law, the Class A Common Stock will have no voting rights.
Class B Common Stock. Each holder of shares of Class B Commons Stock will be entitles to one vote for each share.
| F-10 |
Note 6 – INVESTMENTS
Investments are classified as a trading security and initially recorded at cost. At the end of the reporting period, the Company adjusts the investment to fair value and any unrealized holding gains and losses are recorded in other comprehensive income. The investments relate to Uranium purchased for $111,500 on June 27, 2018. As of June 30, 2018, there was an unrealized gain of $1,875.
Note 7 – INCOME TAXES
There is no current or deferred income tax expense or benefit allocated to continuing operations for the period of inception (June 4, 2018) to June 30, 2018.
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of June 30, 2018, applying the statutory income tax rate of the Company there was a deferred tax asset of $16,697 related to net operating losses. A valuation allowance was recorded against the tax asset to reduce the carrying value to zero.
As of June 30, 2018, the Company had a net operating loss carry-forwards totaling $79,511 which will begin expiring in 2038.
The Company has no uncertain tax positions that require the Company to record a liability.
The Company had no accrued penalties and interest related to taxes as of June 30, 2018.
Note 8 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to June 30, 2018, and has determined it does not have any material subsequent events to disclose in these financial statements.
| F-11 |
URANIUM TRADING CORPORATION
BALANCE SHEETS
AS OF SEPTEMBER 30, 2018 AND JUNE 30, 2018
| SEPTEMBER 30, 2018 | JUNE 30 2018 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| CASH | $ | 427,720 | $ | - | ||||
| DUE FROM RELATED PARTY | - | 638,500 | ||||||
| PREPAIDS | 75,000 | - | ||||||
| TOTAL CURRENT ASSETS | 502,720 | 638,500 | ||||||
| INVESTMENT | 136,875 | 113,375 | ||||||
| TOTAL ASSETS | $ | 639,595 | $ | 751,875 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| DUE TO RELATED PARTY | $ | - | $ | 79,511 | ||||
| TOTAL CURRENT LIABILITIES | - | 79,511 | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| COMMON STOCK, $0.0001 par value, 110,000,000 shares authorized, 375,000 issued and outstanding | 38 | 38 | ||||||
| ADDITIONAL PAID-IN-CAPITAL | 749,962 | 749,962 | ||||||
| ACCUMULATED DEFICIT | (135,780 | ) | (79,511 | ) | ||||
| ACCUMULATED OTHER COMPREHENSIVE INCOME | 25,375 | 1,875 | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | 639,595 | 672,364 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 639,595 | $ | 751,875 | ||||
See accompanying notes to the unaudited financial statements
| F-12 |
URANIUM TRADING CORPORATION
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
| THREE MONTHS ENDED SEPTEMBER 30, 2018 (UNAUDITED) | PERIOD FROM INCEPTION (JUNE 4, 2018) TO SEPTEMBER 30, 2018 (UNAUDITED) | |||||||
| INCOME | ||||||||
| Income | $ | - | $ | - | ||||
| Total Income | - | - | ||||||
| EXPENSES | ||||||||
| Professional Fees | 36,269 | 115,197 | ||||||
| Storage Fees | 20,000 | 20,000 | ||||||
| Other Corporate Costs | - | 583 | ||||||
| Total Expenses | 56,269 | 135,780 | ||||||
| Loss before taxes | (56,269 | ) | (135,780 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (56,269 | ) | $ | (135,780 | ) | ||
| OTHER COMPREHENSIVE INCOME | ||||||||
| Change in fair market value of investment | 23,500 | 25,375 | ||||||
| Total comprehensive loss | $ | (32,769 | ) | $ | (110,405 | ) | ||
| Earnings per common share - basic and diluted | $ | (0.15 | ) | $ | (0.36 | ) | ||
| Weighted average shares outstanding | 375,000 | 375,000 | ||||||
See accompanying notes to the unaudited financial statements
| F-13 |
URANIUM TRADING CORPORATION
STATEMENT OF STOCKHOLDERS’ EQUITY
AS OF SEPTEMBER 30, 2018
| Accumulated Other | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Paid-in-Capital | Deficit | Income | Total | |||||||||||||||||||
| June 4, 2018 | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
| Issuance of Common Stock | 375,000 | 38 | 749,962 | - | - | 750,000 | ||||||||||||||||||
| Net Loss | - | - | - | (135,780 | ) | - | (135,780 | ) | ||||||||||||||||
| Change in fair market value of investment | - | - | - | - | 25,375 | 25,375 | ||||||||||||||||||
| September 30, 2018 | 375,000 | $ | 38 | $ | 749,962 | $ | (135,780 | ) | $ | 25,375 | $ | 639,595 | ||||||||||||
See accompanying notes to the unaudited financial statements
| F-14 |
URANIUM TRADING CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JUNE 4, 2018)
TO SEPTEMBER 30, 2018
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net Loss | $ | (135,780 | ) | |
| CHANGES IN OPERATING ASSETS AND LIABILITIES | ||||
| Prepaid Fees | (75,000 | ) | ||
| NET CASH FROM OPERATING ACTIVITIES | (210,780 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of Uranium | (111,500 | ) | ||
| NET CASH FROM INVESTING ACTIVITIES | (111,500 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Issuance of Common Stock | 750,000 | |||
| NET CASH FROM FINANCING ACTIVITIES | 750,000 | |||
| NET CHANGE IN CASH | 427,720 | |||
| Cash at Beginning of period | - | |||
| Cash at End of period | $ | 427,720 | ||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid for interest | $ | - | ||
| Cash paid for income taxes | $ | - |
See accompanying notes to the unaudited financial statements
| F-15 |
Uranium Trading Corp.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2018
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Uranium Trading Corporation (‘the Company”) was incorporated June 4, 2018 in the State of Delaware for the purpose of purchasing and holding Uranium. The Company is located in El Segundo, CA and began operations in the third quarter of 2018.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed financial statements as of September 30, 2018 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the June 30, 2018 audited financial statements and notes thereto. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year.
Concentrations of Credit Risk
As of September 30, 2018 the Company’s only storage contract is with Cameco Corporation (“Cameco”), a publicly traded Uranium fuel provider. The Company is exposed to the credit risk of Cameco. If Cameco were to become insolvent, it might prove difficult not only to access Cameco facilities, but also to retrieve the Company’s Uranium products from storage. If the Company is unable to retrieve its Uranium products on the insolvency of Cameco, this could have a material adverse effect on the Company’s business, results of operations and financial condition.
There is no liquid public market for the sale of Uranium products. The Company may not be able to acquire Uranium products, or once acquired, sell Uranium products for a period of time. The inability to purchase and sell Uranium product on a timely basis in sufficient quantities could have a material adverse effect on the Company’s business, results of operations and financial condition.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).
| F-16 |
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques that prioritizes the inputs to a valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest pity to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:
Level 1 Valuations based on unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.
Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement.
The market for Uranium is characterized by relatively few buyer and sellers. The principal groups of buyers of Uranium worldwide are major electric utilities operating a nuclear reactor fleet and intermediaries (trading companies). The principal groups of sellers of Uranium are Uranium mining companies and intermediaries. Due to the limited number of buyers and sellers , the Company has determined that direct contracts with peers and other uranium market participants represent the most advantageous market.
| F-17 |
There is no formal exchange for uranium as there is for other commodities such as gold or oil. Uranium price indicators are developed by a small number of private business organizations, like UxC Consulting Company, LLC (“UxC”), that independently monitors uranium market activities, including offers, bids, and transactions. Such price indicators are owned by and proprietary to the business that has developed them. The Ux U3O8 price indicator is one of only two weekly uranium price indicators that are accepted by the uranium industry, as witnessed by their inclusion in most “market price” sales contracts, that is, sales contracts with pricing provisions that call for the future uranium delivery price to be equal to the market price at or around the time of delivery.
The Ux U3O8 price indicator is the longest-running weekly uranium price series, dating back two decades. In addition to being used by the industry in sales contracts, Ux price indicators have been referenced by the U.S. Government in the determination of price-tied quotas and for determination of prices in the highly enriched uranium deal between the U.S. and Russian Governments. Ux price indicators are also referenced in The Wall Street Journal and other major media publications when they discuss uranium price developments. The Ux U3O8 price is also used as the settlement price for the CME/NYMEX UxC Uranium U3O8 Futures Contract.
UxC employs a team of experts that collectively have over one hundred years of uranium market and industry experience to assess price-related data and analyze developments that affect the uranium market. It is important to note that, at all times, UxC remains an independent and unbiased entity in the acquisition, analysis, development, and reporting of uranium pricing data. Compliance with this policy has gained the long-term trust of the industry that UxC’s price indicators are accurate and reflect true competitive market conditions.
Ux U308 Price Indicator Definition
The Ux U3O8 Price indicator is based on the most competitive offer of which UxC is aware, subject to specified form, quantity, and delivery timeframe considerations. It is thus not necessarily based on completed transactions (although a transaction embodies an offer and its acceptance). The “spot” market in uranium has traditionally involved contracts calling for delivery as far out as 12 months, although more recently deliveries take place in the forward two to three month period.
In its Ux Weekly publication, UxC goes into considerable detail about market developments, including recent and pending transactions, outstanding requests for supply, and the changing terms and conditions that characterize the market. UxC not only covers the spot uranium market, but also the market for long-term contracts, as well as the spot and term markets for conversion and enrichment.
Investments in Uranium are categorized in Level 2 using the market approach. Investments in Uranium are measured at fair value at each reporting period based on the most recent spot prices for Uranium published by UxC. The Company may also adjust the fair value of the investments in Uranium based on its assessment of the valuation impact of risks associated with the third party storage facilities at which the Company’s Uranium is held.
| F-18 |
The following table sets forth by level within the fair value hierarchy, the Company’s assets at fair value:
| Investments Assets at
Fair Value As of September 30, 2018 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments | $ | - | $ | 136,875 | $ | - | $ | 136,875 | ||||||||
| Total Investments at Fair Value | ||||||||||||||||
| Investments Assets at
Fair Value As of June 30, 2018 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments | $ | - | $ | 113,375 | $ | - | $ | 113,375 | ||||||||
| Total Investments at Fair Value | ||||||||||||||||
Recent Accounting Pronouncements – We have reviewed all the recently issued, but not effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the company.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Note 3 – RELATED PARTY
As of September 30, 2018, Uranium Trading Corporation had no outstanding amounts owed from related parties.
As of June 30, 2018, the Company owes $79,511 to related parties. These include costs and fees associated with the startup of the Company. As of June 30, 2018, related parties owe the Company $638,500 for the initial capital contributions that were made.
| F-19 |
Note 4 – LEGAL PROCEEDINGS
From time to time, the Company may become involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.
Note 5 – EQUITY
The Company is authorized to issue one class of stock to be designated “Common Stock,” par value $0.0001 per share. The total number of shares of Common Stock which the Company is authorized to issue is $110,000,000. 100,000,000 shares of the authorized shares of Common Stock are hereby designated Class A Common Stock (the “Class A Common Stock”), and 10,000,000 shares of the authorized Common Stock are hereby designated Class B Common Stock (the “Class B Common Stock”).
Class A Common Stock. Except as required by law, the Class A Common Stock will have no voting rights.
Class B Common Stock. Each holder of shares of Class B Commons Stock will be entitled to one vote for each share.
Note 6 – INVESTMENTS
Investments are classified as a trading security and initially recorded at cost. At the end of each reporting period, the Company adjusts the investment to fair value and any unrealized holding gains and losses are recorded in other comprehensive income. The investments relate to Uranium purchased for $111,500 on June 27, 2018. For the period from inception (June 4, 2018) to September 30, 2018 there was an unrealized appreciation of $25,375.
Note 7 – Income Taxes
There is no current or deferred income tax expense or benefit allocated to continuing operations for the period of inception (June 4, 2018) to September 30, 2018.
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of September 30, 2018, applying the statutory income tax rate of the Company there was a deferred tax asset of $ 28,514 related to net operating losses. A valuation allowance was recorded against the tax asset to reduce the carrying value to zero.
As of September 30, 2018, the Company had net operating loss carry-forwards totaling $135,780 which will begin expiring in 2038.
The Company has no uncertain tax positions that require the Company to record a liability.
The Company had no accrued penalties and interest to taxes as of September 30, 2018.
Note 8 – Subsequent Events
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to September 30, 2018, and has determined it does not have any material subsequent events to disclose in these financial statements.
| F-20 |
_________ Shares of Class A Common Stock
Sole Underwriter
B.Riley FBR
Through and including , 2018 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Unless otherwise indicated, all references to “UTC,” the “company,” “we,” “our,” “us” or similar terms refer to Uranium Trading Corporation.
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the exchange listing fee.
| SEC registration fee | $ | |||
| FINRA filing fee | ||||
| Exchange listing fee | ||||
| Printing and engraving expenses | ||||
| Legal fees and expenses | ||||
| Accounting fees and expenses | ||||
| Custodian transfer agent and registrar fees | ||||
| Miscellaneous expenses | ||||
| Total | $ |
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our certificate of incorporation permits indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our bylaws provide that we will indemnify our directors and officers and permit us to indemnify our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.
At present, there is no pending litigation or proceeding involving a director or officer of UTC regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.
The underwriters are obligated, under certain circumstances, under the underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement, to indemnify us and our officers and directors against liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
The following sets forth information regarding all unregistered securities sold since inception of UTC:
| On June 4, 2018 we issued 375,000 shares of Class B Common Stock to our founder, 92 Trading LLC. |
The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or our public offering. We believe this transaction was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D thereunder as a transaction by an issuer not involving any public offering. The recipient of the securities represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and an appropriate legend was placed on the share certificate issued in this transaction. The sale of these securities were made without any general solicitation or advertising.
| II-1 |
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit Number |
Description | ||
| 1 * | Form of Underwriting Agreement. | ||
| 3.1 | Certificate of Incorporation. | ||
| 3.2 | Bylaws. | ||
| 4.1 ** | Form of Common Stock Certificate. | ||
| 5.1 ** | Opinion of J.P. Galda & Co. | ||
| 10.1 * | Management Services Agreement between UTC and 92 Trading LLC | ||
| 10.2 *** | |||
| 10.3 | Novation (Assignment) Agreement among Cameco, Huber Uranium Fund and 92 Trading LLC | ||
| 23.1 | Consent of Accell, Audit and Compliance, P.A. | ||
| 23.2 ** | Consent of J.P. Galda & Co. (included in Exhibit 5.1) |
* Previously filed
** To be provided.
***Portions of which have been redacted in accordance with the Company’s Application for Confidential Treatment.
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
| II-2 |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
(6) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 4th day of December , 2018.
| URANIUM TRADING CORPORATION | ||
| By: | /s/ David Berklite | |
| David Berklite | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Berklite | Chief Executive Officer | December 4, 2018 | ||
| David Berklite | (Principal Executive Officer) | |||
| /s/ Markus Kemmerer | Chief Financial Officer | December 4, 2018 | ||
| Markus Kemmerer | (Principal Financial and Accounting Officer) | |||
| /s/ Joe Huber | December 4, 2018 | |||
| Joe Huber | Director | |||
| /s/ Mel Lindsey | December 4, 2018 | |||
| Mel Lindsey | Director | |||
| /s/ Timothy E. Rhoda | December 4, 2018 | |||
| Timothy E. Rhoda | Director |
| II-4 |
CERTIFICATE OF INCORPORATION
OF
URANIUM TRADING CORPORATION
I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:
FIRST: The name of this corporation is Uranium Trading Corporation (the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 16192 Coastal Highway, in the City of Lewes, County of Sussex, 19958. The name of its registered agent at such address is Harvard Business Services.
THIRD: The name and address of the incorporator is Joseph P. Galda, Esq., 1055 Westlakes Dr., Berwyn, Pennsylvania 19312.
FOURTH: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.
FIFTH:
A. The Corporation is authorized to issue one class of stock to be designated “Common Stock,” par value $0.0001 per share. The total number of shares of Common Stock which the Corporation is authorized to issue is 110,000,000. 100,000,000 shares of the authorized shares of Common Stock are hereby designated Class A Common Stock (the “Class A Common Stock”), and 10,000,000 shares of the authorized Common Stock are hereby designated Class B Common Stock (the “Class B Common Stock”).
B. The number of authorized shares of Common Stock or any class thereof may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the holders of Common Stock then entitled to vote in the election of directors.
C. Except as otherwise provided in this Certificate of Incorporation or required by applicable law, shares of Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and on any liquidation, dissolution or winding up of the corporation), share ratably and be identical in all respects as to all matters.
1. RIGHTS RELATING TO DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.
(a) Subject to the prior rights of holders of all classes and series of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board. Any dividends paid to the holders of shares of Common Stock shall be paid pro rata, on an equal priority, pari passu basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of Common Stock treated adversely, voting separately as a class.
(b) The Corporation shall not declare or pay any dividend or make any other distribution to the holders of Common Stock payable in securities of the Corporation unless the same dividend or distribution with the same record date and payment date shall be declared and paid on all shares of Common Stock; provided, however, that (i) dividends or other distributions payable in shares of Class A Common Stock or rights to acquire shares of Class A Common Stock may be declared and paid to the holders of Class A Common Stock without the same dividend or distribution being declared and paid to the holders of the Class B Common Stock if, and only if, a dividend payable in shares of Class B Common Stock or rights to acquire shares of Class B Common Stock are declared and paid to the holders of Class B Common Stock at the same rate and with the same record date and payment date; and (ii) dividends or other distributions payable in shares of Class B Common Stock or rights to acquire shares Class B Common Stock may be declared and paid to the holders of Class B Common Stock without the same dividend or distribution being declared and paid to the holders of the Class A Common Stock if, and only if, a dividend payable in shares of Class A Common Stock or rights to acquire shares of Class A Common Stock are declared and paid to the holders of Class A Common Stock at the same rate and with the same record date and payment date.
(c) If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of all Common Stock will be subdivided or combined in the same proportion and manner.
2. VOTING RIGHTS.
(a) Class A Common Stock. Except as required by law, the Class A Common Stock will have no voting rights and no holder thereof shall be entitled to vote on any matter; provided, that, if the number of shares of Class B Common Stock then outstanding shall be less than one percent of the combined number of Class A Common Stock and Class B Common Stock, each holder of a share of Class A Common Stock shall be entitled to one vote for each share thereof held at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken or any written consent of stockholders is solicited.
(b) Class B Common Stock. Each holder of shares of Class B Common Stock will be entitled to one vote for each share thereof held at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken or any written consent of stockholders is solicited.
(c) General. Except as otherwise expressly provided herein or as required by law, the holders of Class A Common Stock and Class B Common Stock will vote together and not as separate series or classes. Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, will be signed by the holders of outstanding stock of the Company having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Company entitled to vote thereon were present and voted. Effective on and after the Final Conversion Date, subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders. Advance notice of nominations for the election of directors will be given in the manner and to the extent provided in the Bylaws of the Company.
3. LIQUIDATION RIGHTS.
In the event of a liquidation of the Corporation, the assets of the Corporation legally available for distribution to stockholders shall be distributed on an equal priority, pro rata basis to the holders of Common Stock.
4. CONVERSION OF THE CLASS B COMMON STOCK. The Class B Common Stock will be convertible into Class A Common Stock as follows:
(a) With respect to any holder of Class B Common Stock, each share of Class B Common Stock held by such holder will automatically be converted into one fully paid and nonassessable share of Class A Common Stock, as follows:
(i) on the affirmative election of such holder;
(ii) on the occurrence of a Transfer of such share of Class B Common Stock, other than a Permitted Transfer; or
(iii) with respect to Class B Common Stock held by a holder who is a natural person, or a Permitted Transferee of such natural person, upon the death of such natural person.
(c) On the occurrence of the conversion events specified in Section 5(a) above, such conversion will occur automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation will not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable on such conversion unless the certificates evidencing such shares of Class B Common Stock, if any such certificates have been issued, are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the occurrence of such automatic conversion of the Class B Common Stock, the holders of Class B Common Stock so converted will surrender the certificates representing such shares at the office of the Corporation or any transfer agent for the Class A Common Stock. Thereupon, if requested by any holder of Class B Common Stock, there will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class B Common Stock surrendered were convertible on the date on which such automatic conversion occurred.
5. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock will not be sufficient to effect Class C Common Stock, as applicable, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as will be sufficient for such purpose.
6. MISCELLANEOUS.
(a) No Reissuance of Class B Common Stock. No share or shares of Class B Common Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares that the Corporation shall be authorized to issue.
(b) Preemptive Rights. No stockholder of the Corporation shall have a right to purchase shares of capital stock of the Corporation sold or issued by the Corporation except to the extent that such a right may from time to time be set forth in a written agreement between the Corporation and a stockholder.
7. DEFINITIONS
(a) “Permitted Transfer” means any Transfer of a share of Class B Common Stock to any of the entities or individuals listed below:
(i) a trust for the benefit of such Qualified Stockholder or persons other than the Qualified Stockholder so long as a Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust; provided that in the event a Qualified Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock by such trust, each such share of Class B Common Stock then held by such trust shall automatically convert into one share of Class A Common Stock;
(ii) a trust under the terms of which a Qualified Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of the Internal Revenue Code or a reversionary interest so long as a Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust; provided, however, that in the event a Qualified Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each such share of, Class B Common Stock then held by such trust shall automatically convert into one share of Class A Common Stock;
(iii) an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus or other type of plan or trust of which such Qualified Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal Revenue Code; provided that in each case such Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust,and provided, further, that in the event the Qualified Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such account, plan or trust, each such share of Class B Common Stock then held by such trust shall automatically convert as provided in Article Fifth, Section C(4)(c);
(iv) a corporation in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns shares with sufficient Voting Control in the corporation, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation; provided that in the event the Qualified Stockholder no longer owns sufficient shares or no longer has sufficient legally enforceable rights to ensure the Qualified Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation, each such share of Class B Common Stock or Class C Common Stock then held by such corporation shall automatically convert as provided in Article Fifth, Section C(4)(c);
(v) a partnership in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns partnership interests with sufficient Voting Control in the partnership, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such partnership; provided that in the event the Qualified Stockholder no longer owns sufficient partnership interests or no longer has sufficient legally enforceable rights to ensure the Qualified Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such partnership, each such share of Class B Common Stock then held by such partnership shall automatically convert as provided in Article Fifth, Section C(4)(c).
(vi) a limited liability company in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns membership interests with sufficient Voting Control in the limited liability Corporation, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such limited liability company; provided that in the event the Qualified Stockholder no longer owns sufficient membership interests or no longer has sufficient legally enforceable rights to ensure the Qualified Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such limited liability company, each such share of Class B Common Stock then held by such limited liability company shall automatically convert as provided in Article Fifth, Section C(4)(c).
(j) “Permitted Transferee” means a transferee of shares of Class B Common Stock received in a Transfer that constitutes a Permitted Transfer.
(k) “Qualified Stockholder” means (i) any registered holder of a share of Class B Common Stock; and (ii) a Permitted Transferee.
(m) “Transfer” of a share of Class B Common Stock means, directly or indirectly, any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation or otherwise), including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control (as defined below) over such share by proxy or otherwise. A “Transfer” will also be deemed to have occurred with respect to all shares of Class B Common Stock beneficially held by an entity that is a Qualified Stockholder if there is a Transfer of the voting power of the voting securities of such entity or any direct or indirect Parent of such entity, such that the previous holders of such voting power no longer retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such holder. Notwithstanding the foregoing, the following will not be considered a “Transfer”:
(i) granting a revocable proxy to officers or directors of the Corporation at the request of the Board in connection with actions to be taken at an annual or special meeting of stockholders or in connection with any action by written consent of the stockholders solicited by the Board (if action by written consent of stockholders is permitted at such time under the Certificate of Incorporation);
(ii) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock, which voting trust, agreement or arrangement (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;
(iii) pledging shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee will constitute a “Transfer” unless such foreclosure or similar action qualifies as a “Permitted Transfer” at such time.
(n) “Voting Control” means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.
SIXTH: Subject to any additional vote required by the Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.
SEVENTH: Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.
EIGHTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
TENTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Tenth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article Tenth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.
ELEVENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.
Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.
TWELFTH: Unless the Corporation consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising under any provision of the DGCL, the certificate of incorporation, or the bylaws of the Corporation, or (iv) any action asserting a claim governed by the internal-affairs doctrine. Any person or entity that acquires any interest in shares of capital stock of the Corporation will be deemed to have notice of and consented to the provisions of this section.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Amended and Restated Certificate of Incorporation.
Unless the Corporation consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising under any provision of the DGCL, the certificate of incorporation, or the bylaws of the Corporation, or (iv) any action asserting a claim governed by the internal-affairs doctrine. Any person or entity that acquires any interest in shares of capital stock of the Corporation will be deemed to have notice of and consented to the provisions of this section
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Amended and Restated Certificate of Incorporation.
* * * *
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this 4th day of June, 2018
| Incorporator | ||
| By | ||
| Joseph P. Galda | ||
BY-LAWS OF URANIUM TRADING CORPORATION
Article I
Offices
Section 1.01 Offices. The address of the registered office of Eden BDM, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 16192 Coastal Highway, County of Sussex, Lewes, Delaware 19958. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.
Section 1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
Article II
Meetings of the Stockholders
Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.
Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.
Section 2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.
Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.
Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.
Section 2.06 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.
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Section 2.07 Quorum. Unless otherwise required by law, the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
Section 2.08 Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the President, or in his or her absence or inability to act, the Secretary, or, in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.
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Section 2.09 Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.
Section 2.10 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.
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Section 2.11 Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
Section 2.12 Fixing the Record Date.
(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.
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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Article III
Board of Directors
Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
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Section 3.02 Number; Term of Office. The Board of Directors shall consist of three directors initially. Thereafter, the number of directors shall be set by resolution of the Board of Directors; provided, however, that the Board of Directors may not by resolution reduce the number of directors then in office. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.
Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.
Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.
Section 3.05 Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.
Section 3.06 Fees and Expenses. Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.
Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.
Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the President on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the chairman or the President in like manner and on like notice on the written request of any two or more directors.
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Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.
Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.
Section 3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.
Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.
Section 3.13 Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.
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Section 3.14 Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 3.15 Action By Majority Vote. Except as otherwise expressly required by these by-laws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.16 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.
Section 3.17 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.
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Article IV
Officers
Section 4.01 Positions and Election. The officers of the Corporation shall be elected annually by the Board of Directors and shall include a president and chief executive officer, a chief financial officer and treasurer, and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more executive directors, assistant treasurers, assistant secretaries and other officers. Any two or more offices may be held by the same person.
Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.
Section 4.03 The President and Chief Executive Officer. The president and chief executive officer shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.
Section 4.04 Executive Director. Each executive director shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.
Section 4.05 The Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.
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Section 4.06 The Chief Financial Officer and Treasurer. The chief financial officer and treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The chief financial officer and treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
Section 4.07 Duties of Officers May be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.
Article V
Stock Certificates and Their Transfer
Section 5.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.
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Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.
Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
Section 5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.
Article VI
General Provisions
Section 6.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.
Section 6.02 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 6.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.
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Section 6.04 Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.
Section 6.05 Conflict With Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.
Article VII
Amendments
These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.
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U3O8 TRANSFER AND STORAGE AGREEMENT
BETWEEN
CAMECO CORPORATION
- and-
HUBER URANIUM FUND GP, LLC
Dated the 31st day of January, 2016
(Cameco P.O. 8225)
TABLE OF CONTENTS
| ARTICLE 1INTERPRETATION | 1 | |
| 1.1 | Definitions | 1 |
| 1.2 | Headings | 3 |
| 1.3 | Rules of Construction | 3 |
| 1.4 | Currency | 4 |
| 1.5 | Applicable Laws | 4 |
| 1.6 | Entire Agreement | 4 |
| ARTICLE 2 ESTABLISHMENT OF STORAGE ACCOUNT. | 4 | |
| 2.1 | Establishment of Account | 4 |
| 2.2 | Account Fees | 4 |
| ARTICLE 3 STORAGE ACCOUNT TRANSFERS | 5 | |
| 3.1 | Transfers Into and Out of the Storage Account | 5 |
| 3.2 | Confirmation of Transfer | 5 |
| 3.3 | Maximum Storage Account Quantity | 6 |
| 3.4 | Storage Account Statements | 6 |
| 3.5 | Transfer Fees | 6 |
| 3.6 | No Transfers if Payment Default | 6 |
| 3.7 | Commingled Storage of Concentrates Held in the Storage Account | 6 |
| ARTICLE 4 FEES AND INVOICING AND PAYMENT | 6 | |
| 4.1 | Invoicing for Account Fees | 6 |
| 4.2 | Invoicing For Transfer Fees | 7 |
| 4.3 | Payment | 7 |
| 4.4 | Interest on Overdue Amounts | 8 |
| 4.5 | Taxes, Duties and Other Charges | 8 |
| ARTICLE 5 TITLE, RISK OF LOSS AND REMOVAL OF CONCENTRATES | 8 | |
| 5.1 | Title to Accepted Concentrates | 8 |
| 5.2 | Loss of or Damage to Accepted Concentrates | 8 |
| 5.3 | Physical Removal of Concentrates’ | 8 |
| ARTICLE 6 RISK AND DAMAGES | 8 | |
| 6.1 | Indemnification by Cameco | 8 |
| 6.2 | Limitation on Damages | 9 |
| ARTICLE 7 FORCE MAJEURE | 9 | |
| 7.1 | Definition of Force Majeure | 9 |
| 7.2 | Parties Not Liable for Non-Performance | 9 |
| 7.3 | Force Majeure Notices | 10 |
| 7.4 | Obligations of Affected Party | 10 |
| ARTICLE 8 TERM AND TERMINATION OF AGREEMENT | 10 | |
| 8.1 | Term of Agreement | 10 |
| 8.2 | Account Review | 10 |
| 8.3 | Termination Due to Default | 10 |
| 8.4 | Termination for Convenience | 11 |
| 8.5 | Implications of Termination | 11 |
| ARTICLE 9 ASSIGNMENT | 12 | |
| 9.1 | Assignment | 12 |
| Page ii |
| ARTICLE 10 NOTICE | 12 | |
| 10.1 | Method of Giving Notice | 12 |
| 10.2 | Effective Date of Notice | 13 |
| 10.3 | Addresses | 13 |
| ARTICLE 11 MISCELLANEOUS | 13 | |
| 11.1 | Arbitration | 13 |
| 11.2 | Confidentiality | 14 |
| 11.3 | Warranties | 14 |
| 11.4 | Capacity of the Parties | 14 |
| 11.5 | Survival | 15 |
| 11.6 | Severability | 15 |
| 11.7 | Enurement | 15 |
| 11.8 | Facsimile or PDF Execution and Counterparts | 15 |
U3O8 TRANSFER AND STORAGE AGREEMENT
THIS AGREEMENT is made effective the 31st day of January 2016 (the “Effective Date”).
BETWEEN:
CAMECO CORPORATION, a corporation incorporated under the laws of Canada,having its head office in Saskatoon, Saskatchewan, Canada (“Cameco”)
-AND-
HUBER URANIUM FUND GP, LLC, a limited liability company established under the laws of Delaware having its main offices in El Segundo, California (“HUF”)
RECITALS:
| A. | HUF wishes to open up a Storage Account with Cameco into and out of which it may transfer Accepted Concentrates from time to time. |
| B. | Cameco is willing to establish a Storage Account for HUF. |
| C. | The Parties wish to provide for the procedures which will govern the operation of the Storage Account. |
| D. | The Parties intend that this Agreement address only Book Transfers of Accepted Concentrates within Cameco’s facilities at Blind River and Port Hope, Ontario and HUF will not physically transfer Concentrates to, from or within any of Cameco’s facilities under this Agreement except as contemplated in Section 8.5(c). |
NOW THEREFORE in consideration of the promises and mutual obligations hereinafter described, the receipt and sufficiency of which consideration is acknowledged, and intending to be legally bound, the Parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this Agreement, the following words, terms and expressions (and their derivations as the context requires) will have the following meanings:
“Accepted Concentrates” means Concentrates which:
| (a) | have been unconditionally accepted by the Converter as meeting the Concentrates Specification, |
| (b) | are held in an active uranium account at the Converter, and |
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| (c) | HUF holds title to or will acquire title to at the time such Concentrates are transferred into the Storage Account. |
“Affiliate” means any corporation or other form of enterprise which, directly or indirectly, controls or is controlled by a Party to this Agreement, or is under the control of a third party which also controls a Party to this Agreement where “control” means possession, directly or indirectly, of the power to elect a majority of the directors of such corporation or other form of enterprise, or to otherwise control the management and business of such corporation or other form of enterprise whether through ownership of voting securities, a voting trust or other means.
“Agreed Rate” means a rate per annum that is equal to two (2%) percentage points in excess of the prime rate of interest per annum announced by the JP Morgan Chase Bank at New York, New York, as its prime rate of interest for U.S. dollar commercial loans.
“Agreement” means this document as a whole and the expressions “hereto”, “herein”, “hereby”, “hereunder”, “hereof”, and similar expressions refer to this Agreement as so defined and not any particular Article, Section, paragraph, subparagraph or other portion of this Agreement.
“Applicable Law” means, at any time, in respect of any individual, legal entity, property, transaction, event or other matter, all then-current laws, rules, statutes, regulations, treaties, orders, judgments, decrees, international agreements and other binding requirements of any governmental authority having jurisdiction over the Parties or the territories in which the U3O8 will be present.
“Book Transfer” means the transfer on the records of the Converter of Accepted Concentrates (i) from a Customer’s or a Cameco U3O8 account, as designated by HUF, to HUF’s Storage Account at the Converter; and (ii) from HUF’s Storage Account at the Converter to a Customer’s or a Cameco U3O8 account at the Converter, as designated by HUF.
“Business Day” means any day that is not a Saturday, Sunday or statutory holiday in tl1e provinces of either Ontario or Saskatchewan, Canada.
“Concentrates” means natural uranium concentrates in the form of U3O8,UO42H2O, NH4U2O7 or other natural uranium oxides having a nominal weight percent of the isotope 235U of not less than 0.711%.
“Concentrates Specification” the provisions of the American Society for Testing and Materials (ASTM) “Standard Specification for Uranium Ore Concentrate” in effect on the day of a Book Transfer (currently C-967-13).
“Converter” means Cameco’s facilities at Blind River and Port Hope, Ontario that convert U3O8 to UF6.
“Customer” means an entity (other than Cameco or HUF) that has an active, in good standing U3O8 storage or holding account at the Converter.
Eastern Time” means the prevailing time in hours and minutes in New York, New York and Toronto, Ontario on the day in which the time is to be measured.
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“Natural Uranium” means uranium having 0.711 (nominal) weight percent uranium in the isotope 235U that has not been subjected to any process that would alter the natural occurring 235U isotope.
“Origin” means the country in which the Accepted Concentrates were mined and milled. “Party’’ means either Cameco or HUF, and “Parties” means both of them.
“Storage Account” has the meaning given to this term in Section 2.1(Establishment of Account). “Storage Year” means each calendar year (or part thereof) that the Storage Account is open.
“Transfer Date” means a date on which Accepted Concentrates are to be transferred into or out of the Storage Account.
“Transfer Notice” has the meaning given to this term in Section 3.1(Transfers into and out of the Storage Account).
1.2 Headings
The division of this Agreement into Articles, Sections, other subdivisions and Schedules, the provision of a table of contents and the insertion of headings are for convenience of reference and shall not affect the construction or interpretation of this Agreement.
1.3 Rules of Construction
In this Agreement:
| (a) | words importing the masculine gender include the feminine and neuter genders, the singular will include the plural and vice versa, unless the context requires otherwise; |
| (b) | a reference to a Recital, Article or Section is a reference to a Recital, Article or Section of this Agreement, unless otherwise expressly indicated; |
| (c) | where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”; |
| (d) | the language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party; |
| (e) | a reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation; and |
| (f) | in any case in which a number of days is prescribed in this Agreement, such number of days shall be determined exclusive of the first day and inclusive of the last day and if such last day is not a Business Day, the next following Business Day shall be substituted. |
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1.4 Currency
All amounts and sums of money referred to in this Agreement are expressed in terms of United States dollars (USD) and all amounts and sums payable hereunder shall be paid in lawful money of the United States.
1.5 Applicable Laws
This Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada as applicable therein except for those principles governing conflict of laws. For the purpose of any legal actions or proceedings in regards to this Agreement, each Party irrevocably submits to the nonexclusive jurisdiction of the courts of the Province of Ontario, Canada.
1.6 Entire Agreement
This Agreement embodies all of the terms of the mutual understanding existing between the Parties with respect to the subject matter of this Agreement. In particular, this Agreement supersedes and replaces any and all written or oral arrangements, correspondence, conversations and documents made or exchanged between the Parties prior to the execution of this Agreement with respect to the subject matter to this Agreement. Further, each and every provision of this Agreement, including the identity of the Parties, is material and provides consideration in support of each Party’s willingness to enter into this Agreement.
ARTICLE 2
ESTABLISHMENT OF STORAGE ACCOUNT
2.1 Establishment of Account
Cameco hereby establishes a uranium account for HUF at the Converter (the “Storage Account”), with account number PO No. 8225, into which HUF may receive Book Transfers of quantities of Accepted Concentrates from a Customer or Cameco and out of which HUF may Book Transfer quantities of Accepted concentrates to a Customer or Cameco, all in accordance with the terms of this Agreement.
2.2 Account Fees
Following completion of the first Book Transfer of Accepted Concentrates into HUF’s Storage Account, HUF will pay to Cameco an opening account fee of [REDACTED]. Upon each anniversary following the first Book Transfer of Accepted Concentrates into HUF’s Storage Account during which this Agreement is in effect, an annual account fee of [REDACTED] will be payable by HUF to Cameco. No portion of an account fee paid for an annual period is refundable even if this Agreement is terminated prior to the end of such annual period.
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ARTICLE 3
STORAGE ACCOUNT TRANSFERS
3.1 Transfers Into and Out of the Storage Account
| (a) | All transfers of Accepted Concentrates into the Storage Account shall be by Book Transfer from a Customer’s or a Cameco U3O8 account at the Converter to HUF’s Storage Account. Book Transfers into the Storage Account may only be made by a Customer giving Cameco a transfer notice, in accordance with the terms of the Customer’s U3O8 account agreement with Cameco, for the Book Transfer of Accepted Concentrates into HUF’s Storage Account. |
| The Storage Account shall be credited with the Book Transferred quantity of Accepted Concentrates at the completion of the Book Transfer. | |
| (b) | All transfers of Accepted Concentrates out of the Storage Account shall be by Book Transfer. Subject to Section 3.6 (No Transfers if Payment Default), HUF may make Book Transfers of Accepted Concentrates out of the Storage Account by providing Cameco with a written notice (a “Transfer Notice”) at least ten Business Days prior to the intended Transfer Date. Each Transfer Notice must set out the following information: |
| (i) | HUF’s Storage Account number (#8225) from which the Accepted Concentrates are to be transferred; | |
| (ii) | the Customer U3O8 uranium account (number and holder) at the Converter into which the Accepted Concentrates are being transferred; | |
| (iii) | the quantity of Accepted Concentrates being transferred (expressed in pounds U3O8); | |
| (iv) | the Transfer Date; and | |
| (v) | the Origin of the Accepted Concentrates being transferred. | |
| The Storage Account shall be debited with the Book Transferred quantity of Accepted Concentrates at the completion of the Book Transfer. |
| (c) | All Book Transfers into the Storage Account are deemed to have been completed at 4:30 PM Eastern Time on the day Cameco was instructed to make such Book Transfer, provided it is a Business Day; if not, then on the next available Business Day. |
| (d) | All Book Transfers out from the Storage Account are deemed to have been completed at 4:30 PM Eastern Time on the day Cameco was instructed to make such Book Transfer, provided it is a Business Day; if not, then on the next available Business Day. |
3.2 Confirmation of Transfer
Promptly after completion of each Book Transfer of Accepted Concentrates into or out of the Storage Account pursuant to this Agreement, Cameco will send a written notice to HUF confirming the Transfer Date, Origin and quantity of Accepted Concentrates so transferred.
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3.3 Maximum Storage Account Quantity
The maximum quantity of Accepted Concentrates which may be held in HUF’s Storage Account at any one time shall be 10,000,000 pounds of Accepted Concentrates. This quantity is inclusive of any uranium that may be acquired in the form of UF6. The Parties may, by mutual agreement, increase or decrease the maximum storage account quantity at any time during the term of this Agreement.
3.4 Storage Account Statements
Each month that the Storage Account is open and there are Accepted Concentrates in the Account, Cameco will provide HUF with a monthly account statement that sets out the Storage Account month opening and month ending balances and the particulars of each transfer into and out of the Storage Account.
3.5 Transfer Fees
All Book Transfers into the Storage Account will be free of charge. For each Book Transfer out of the Storage Account, HUF will pay to Cameco a transfer fee which is the lesser of [REDACTED] or [REDACTED] per pound of U3O8.
3.6 No Transfers if Payment Default
Notwithstanding any other provision of this Agreement, Cameco shall not be required to effect any Book Transfers of Accepted Concentrates into or out of the Storage Account in the event there are any monies accrued or accruing due hereunder to Cameco and/or HUF is in default of payment of any monies owing to Cameco and Cameco at its option may require that all monies accruing due hereunder or owing by HUF to Cameco shall be fully paid prior to effecting any such Book Transfers.
3.7 Commingled Storage of Concentrates Held in the Storage Account
HUF acknowledges and agrees that Cameco may, at any time, commingle Accepted Concentrates under this Agreement with other Natural Uranium inventories held by Cameco at all licensed facilities. The practice of commingling U3O8 will not affect ownership rights to, or the Origin of, U3O8.
ARTICLE 4
FEES AND INVOICING AND PAYMENT
4.1 Invoicing for Account Fees
In respect to the opening account fee payable under Section 2.2 (Account Fees), Cameco will, within 15 days after the completion of the first Book Transfer of Accepted Concentrates into HUF’s Storage Account, issue an invoice to HUF in the amount of [REDACTED] for the opening account fee. In respect to the annual account fees which become payable under Section 2.2 (Account Fees), Cameco will issue an invoice to HUF in the amount of [REDACTED] within 30 days of the anniversary date of the first Book Transfer of Accepted Concentrates into HUF’s Storage Account.
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4.2 Invoicing For Transfer Fees
At the end of each calendar quarter in respect of which HUF is obligated to pay to Cameco a transfer fee pursuant to Section 3.5 (Transfer Fees), Cameco will send to HUF an invoice for all transfer fees payable during such calendar quarter.
4.3 Payment
All invoices may be sent by email and receipt of such emailed invoice shall constitute receipt of the invoice for purposes of payment, provided that the original invoice is received within ten days of the emailed invoice. Except for the invoice issued for the opening account fee which will be payable within 15 days following the date on which the opening account fee invoice was received by HUF. HUF will pay to Cameco the amount of all invoices sent by Carneco to HUF under this Agreement within 30 days following the date on which such invoice is received by HUF. Payment of all invoices issued by Cameco under this Agreement must be made by electronic transfer of funds immediately available to Cameco to the following bank account:
| Destination Bank: | JP Morgan Chase Bank, N.A. |
| New York, NY | |
| ABA#021000021 | |
| Intermediary Bank: | Royal Bank of Canada |
| Payments Centre | |
| Toronto, Ontario | |
| Swift Code - ROYCCAT2 | |
| Beneficiary’s Bank: | Royal Bank of Canada |
| Main Branch | |
| 154 - 1st Avenue South | |
| Saskatoon, Saskatchewan | |
| Branch Number: 07378 | |
| Beneficiary Name: | Cameco Corporation |
| Beneficiary Account #: | 4001228 |
Cameco, and not HUF, shall bear any fees imposed by these banks in respect to the transfer of funds among these banks, and. to Carneco.
Cameco is entitled to make changes in or amend payment information indicated in this Section 4.3 (Payment) by sending to HUF, at least 30 days before the applicable payment due date, a written notice signed by both Cameco’s Vice-President, Marketing and Carneco’s Treasurer, that specifies the new payment details.
If the day upon which any payment hereunder is due is not a Business Day, then the payment shall be due on the next Business Day.
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4.4 Interest on Overdue Amounts
Any amount payable under this Agreement by HUF to Cameco which is not paid when payment is due will bear interest at a rate per annum equal to the Agreed Rate from the date such amount was past due until such amount is actually paid, which interest will be compounded monthly.
4.5 Taxes, Duties and Other Charges
Any taxes (other than Cameco’s income taxes), duties, levies, imposts, surcharges and other charges of any kind payable by HUF or Cameco on or in respect of Accepted Concentrates transferred into or out of the Storage Account, including any value added taxes, goods and services taxes, sales taxes, business transfer taxes or other taxes with respect to the fees chargeable or money payable hereunder to Cameco will be paid by HUF.
ARTICLE 5
TITLE, RISK OF LOSS AND REMOVAL OF CONCENTRATES
5.1 Title to Accepted Concentrates
As between Cameco and HUF:
| (a) | HUF will be deemed to hold title to all Accepted Concentrates while such Accepted Concentrates are in the Storage Account; and |
| (b) | upon Book Transfer of Accepted Concentrates from the Storage account to the account of a Customer, title to such Accepted Concentrates shall be deemed to pass to the Customer. |
5.2 Loss of or Damage to Accepted Concentrates
In addition to the indemnification provisions of Section 6.1 (Indemnification by Cameco), but subject to Section 6.2 (Limitation on Damages), Cameco will be responsible and liable to HUF for any loss of or damage to any Accepted Concentrates while they are held in the Storage Account. Within a reasonable period, given all the circumstances, following any loss or damage to Accepted Concentrates held in the Storage Account, Cameco shall replace the affected Accepted Concentrates or provide HUF with the replacement value of the affected Accepted Concentrates.
5.3 Physical Removal of Concentrates
HUF is not entitled to physically remove, or to require the physical removal of, any of the Accepted Concentrates held in its Storage Account except as contemplated under Section 8.5(c).
ARTICLE 6
RISK AND DAMAGES
6.1 Indemnification by Cameco
Subject to Section 6.2 (Limitation on Damages), Cameco will indemnify and hold harmless HUF, its Affiliates and their respective owners, directors, officers and employees from and against all liability (including nuclear liability), claims and demands which may hereafter arise against HUF as a result of personal injury including death or property damage caused by the Accepted Concentrates while they are held in the Storage Account.
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6.2 Limitation on Damages
Notwithstanding anything contained in this Agreement, neither Party hereto shall in any event be entitled to recover from the other Party hereto, or to be indemnified by the other Party hereto against, any incidental special economic, indirect or consequential damages resulting from the failure of such other Party to fulfill any of its obligations hereunder, including without limitation:
| (a) | damages or loss incurred by a Party hereto or any other person as a result of any loss of use of or loss of production from, a nuclear reactor or other facility, and |
| (b) | damages or loss incurred by a Party hereto or any other person as a result of the failure of such Party or such other person to meet its or his obligations to third parties. |
ARTICLE 7
FORCE MAJEURE
7.1 Definition of Force Majeure
For this Agreement, an “Event of Force Majeure” means an event, which is beyond the reasonable control of and not reasonably foreseeable by, the Party affected by the event (the “Affected Party”), that prevents or delays the performance by the Affected Party of its obligations under this Agreement, other than its obligations to pay any amounts due hereunder when due. Events of Force Majeure include, but without limitation, strikes, lockouts, work stoppages and labour disruptions of any description; acts or omissions of any civil or governmental authority; inability to obtain or maintain any necessary approvals, licenses, permits or authorization in any applicable jurisdiction; acts of God, fires, floods, explosions; judgment or decision of a court of law or other authority with the force of law; major equipment failure, disruption in operations or unavailability of transportation facilities, where such event is beyond the reasonable control of, and not reasonably foreseeable by, the Affected Party.
7.2 Parties Not Liable for Non-Performance
Subject to the provisions of this Article, but notwithstanding anything else in this Agreement, if an Affected Party fails to perform, in whole or in party any of its obligations under this Agreement due to an Event of Force Majeure, it will not be liable for damages to, or subject to any other right of action by, the other Party for any such failure to fulfill such affected obligations. Performance of the corresponding obligations of the other Party will be suspended to the same extent as those of the Affected Party. Each Party will continue to be liable to pay any amount accruing or accrued payable by such Party for all obligations actually performed hereunder. Furthermore, nothing set out in this Article shall release the Affected Party from performance of obligations that by their nature are not affected by an Event of Force Majeure.
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7.3 Force Majeure Notices
If an Affected Party will fail to perform its obligation(s) under this Agreement due to an Event of Force Majeure, it will promptly give the other Party notice of the occurrence of the Event of Force Majeure and its anticipated effect on the Affected Party’s performance under this Agreement. Furthermore, the Affected Party will give further written notices of any significant change in the nature of such occurrence, any progress made in eliminating such occurrence, the termination of such occurrence and the anticipated date of resumed performance of contractual obligations.
7.4 Obligations of Affected Party
Upon the occurrence of an Event of Force Majeure, performance of the obligations of the Parties will, except as otherwise provided in this Article 7, be suspended to the extent necessary to reflect the effects of such Event of Force Majeure. An Affected Party which fails to fulfill its obligations because of an Event of Force Majeure will use all commercially reasonable efforts to minimize or eliminate the Event of Force Majeure, but will not be required to settle a strike, lockout, work slow-down, work stoppage, or other labour dispute on unreasonable terms. The Parties will proceed to fulfill such obligations as soon as reasonably possible after such Event of Force Majeure has been eliminated or has ceased to prevent the Affected Party from fulfilling such obligations.
ARTICLE 8
TERM AND TERMINATION OF AGREEMENT
8.1 Term of Agreement
The term of this Agreement will start on the Effective Date and will remain in force and effect until the date it is terminated in accordance with the termination provisions set forth below.
8.2 Account Review
The Parties agree that they will periodically review the Storage Account mechanics and functionality, the fee structure and other terms which the Parties may wish to discuss.
8.3 Termination Due to Default
If either Party (referred to in this Section as “Defaulting Party”):
| (a) | fails to pay any amount payable hereunder, when due, for a period of 30 days after receipt of a written notice from the other Party advising that such amount is overdue; |
| (b) | fails to remedy any other material breach of this Agreement that is capable of being remedied, within a period of 30 days after receipt of a notice from the other Party advising of such material breach; |
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| (c) | commences a voluntary case or proceeding or becomes subject to a case or proceeding as a debtor under any applicable bankruptcy, insolvency, reorganization or other similar law or becomes subject to the appointment of, or taking possession by, a custodian, receiver, trustee, liquidator or similar official of such Party of all or substantially all its property or assets, or becomes generally unable or admits in writing its inability to generally pay its debts as they become due, or takes corporate action in furtherance of any such action, or is the subject of an entry by a court having jurisdiction of a decree or order for relief in an involuntary case or proceeding under any such law or a decree or order making such an appointment; |
| (d) | takes advantage of any law or governmental regulation relating to bankruptcy, insolvency, liquidation, dissolution, arrangement, winding-up or composition or adjustment of debts in any jurisdiction; |
| (e) | has a receiver or receiver manager or a court appointed official appointed for all or substantially all of its property or assets; |
| (f) | makes an assignment or attempted assignment for the benefit of its creditors (subject to a Party’s right to make a permitted assignment under Article 9 (Assignment)); |
| (g) | institutes any proceedings for the cessation of its business or corporate existence; or |
| (h) | has any governmental authority or other third party seize, expropriate or confiscate all or a substantial part of its property or assets; |
then the other Party (referred to in this Section as the “Non-Defaulting Party’’) may at its option terminate this Agreement by giving a notice of termination to the Defaulting Party which specifies the effective termination date, which date may be as early as the day the Defaulting Party receives such notice.
8.4 Termination for Convenience
Either Party may terminate this Agreement at its sole convenience by giving a notice of termination to the other Party which specifies the effective date of termination, which date may be no earlier than 90 days after the other Party receives such notice.
8.5 Implications of Termination
In the event this Agreement is terminated pursuant to this Article 8 (Term and Termination of Agreement) or otherwise, then:
| (a) | the Storage Account will be closed with respect to any transfers into the Storage Account from the effective termination date; |
| (b) | Cameco will, as directed to do so by HUF, transfer to third party uranium accounts at the Converter, the balance of the Accepted Concentrates held in the Storage Account. |
| (c) | upon the direction of HUF and at the sole cost and expense of HUF, Cameco will use all reasonable efforts to facilitate the transfer of Accepted Concentrates to a licensed storage facility of HUF’s choosing. |
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| (d) | HUF must complete the transfers contemplated in (b) and/or (c) above within twenty-four months of the effective termination date; |
| (e) | each Party hereto will continue to be liable to pay, on the terms herein specified, any amount accrued or accruing and payable by such Party to the other Party up to the time all transfers of the Accepted Concentrates out of the terminated Storage Account are completed as set forth in (b) and/ or (c) above; |
| (f) | the Parties’ respective rights and obligations under Sections 4.5 (Taxes, Duties and Other Charges) 6.1(Indemnification by Cameco), 6.2 (Limitation on Damages),8.5 (Implications of Termination) and 11.2 (Confidentiality) will survive termination; and |
| (g) | termination of this Agreement shall be without prejudice to any other remedies available at law or in equity to the Non-Defaulting Party. |
ARTICLE 9
ASSIGNMENT
9.1 Assignment
| (a) | HUF may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Cameco, which consent may be withheld in Cameco’s absolute discretion; provided, however, that HUF may, without such consent, assign any of its rights hereunder to a bank or other financial institution for purposes of securing financing. |
| (b) | Cameco may not assign this Agreement or any of its rights under this Agreement without the prior written consent of HUF, which consent may not be unreasonably withheld; provided, however, that Cameco may, without such consent, assign any of its rights hereunder to an Affiliate or to a bank or other financial institution for purposes of securing financing. |
| (c) | No assignment under Section 9.1(a) or (b) (Assignment) shall relieve the assignor from any of its obligations under this Agreement. |
ARTICLE 10
NOTICE
10.1 Method of Giving Notice
Any invoice, notice or other communication (collectively a “Notice”) required or permitted to be given hereunder must be in writing and may be given by:
| (a) | delivering it to the Party to whom directed at the Party’s address; |
| (b) | sending it by an electronic messaging system to an email address listed in Section 10.3 (Addresses); or |
| (c) | sending it by first class, registered or certified mail (postage prepaid, return receipt requested). |
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10.2 Effective Date of Notice
Any Notice given in accordance with Sections 10.1 (a) or (b) (Method of Giving Notice) on a Business Day during or prior to the recipient’s business hours will be taken to have been sent and received at the time such Notice is received by the recipient and any such Notice that is received on a non-Business Day or after the close of a recipient’s business hours on a Business Day, will be deemed to have been sent and received on the next succeeding Business Day. Any Notice mailed pursuant to Section 10.1(c) (Method of Giving Notice) will be deemed to have been given or sent and received at the time such notice or other communication is so received. If a Notice is given pursuant to Sections 10.1 (b) (Method of Giving Notice), the Party to whom the notice was directed may request proof of transmission. An electronic receipt from the electronic mail service of the transmitting Party evidencing successful transmission of the Notice will be good evidence of transmission.
10.3 Addresses
The addresses of the Parties hereto, unless and until another address of one Party is specified by written Notice to the other Party, and the addresses to which all such Notices will be forwarded are as follows:
| To Cameco: | Cameco Corporation | |
| 2121 - 11th Street West | ||
| Saskatoon, SK S7M 1J3 | ||
| Attention: | Marketing Administration | |
| Email: | [email protected] | |
| To HCI: | HUBER URANIUM FUND GP, LLC | |
| 2321 Rosecrans Ave #3245 | ||
| El Segundo, CA 90245 | ||
| Attention: | Joe Huber | |
| Email: | [email protected] | |
ARTICLE 11
MISCELLANEOUS
11.1 Arbitration
The Parties will attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement by good-faith negotiations. In the event any dispute, controversy or claim arising out of or relating to this Agreement is not resolved by the Parties by negotiation, (an “Unresolved Dispute”), either Party may submit such Unresolved Dispute to arbitration for final determination. Any such arbitration will be conducted in Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) before a single arbitrator. The Parties will co-operate in completing any arbitration as expeditiously as possible and the arbitrator may hire such experts as may appear to him or her to be appropriate. All of the costs and expenses of the arbitration will be borne equally by Cameco and HUF or in such other manner as the arbitrator may determine to be appropriate. Each Party will, however, be responsible for its own legal fees and disbursements and the fees and expenses of its witnesses, if any.
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The determination of the arbitrator will be final and binding on both Parties and will be made within 30 days from the conclusion of the hearing. Judgment upon any arbitration award may be entered in any court of competent jurisdiction, the Parties hereby consenting to the jurisdiction of such courts for this purpose. The expenses of resolving any dispute pursuant to this Section 11.1 will be borne by the Par ties in such proportion as the arbitrator may decide.
Unless the Agreement has been terminated in accordance with the provisions hereof or the Parties agree otherwise, HUF and Cameco agree to diligently proceed with the performance of all obligations which are not the subject of the dispute, including the payment of all sums, required by this Agreement, during the period in which any dispute is being discussed, negotiated or arbitrated.
11.2 Confidentiality
The Parties will treat this Agreement as confidential, and neither Party will disclose its contents without the prior written consent of the other Party to any person except to its Affiliates, legal advisors, auditors, banks or lending institutions. Further, either Party shall be entitled to disclose such information as may be necessary to accommodate Transfer Notices to the Converter. If disclosure is required to comply with the laws or regulations of a government or government agency or by a court having jurisdiction over one of the Parties or if a Party is required by the rules of a stock exchange to make timely disclosure of developments, such Party may so disclose notwithstanding the foregoing upon prior notice to the other Party.
11.3 Warranties
Cameco and HUF hereby represent and warrant that as of the Effective Date each is in compliance with all Applicable Law and have all licenses and permits necessary to conduct the transactions contemplated in this Agreement. Cameco and HUF agree to take all reasonable steps to remain in compliance with all Applicable Law and to maintain all necessary licenses and permits during the term of this Agreement.
11.4 Capacity of the Parties
Each of the Parties further represents and warrants as follows:
| (a) | that it is a legal entity duly incorporated and in good standing in the jurisdiction where it was incorporated and that it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement; |
| (b) | that it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken; |
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| (c) | that it will not breach any other agreement or arrangement by entering into or performing this Agreement; and |
| (d) | that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms. |
11.5 Survival
Upon the termination of this Agreement, each Party shall continue to be liable to pay any amount due or owed to the other Party up to the time of termination and to allow the transfer of Accepted Concentrates in accordance with the termination provisions of this Agreement, and the representations and warranties, indemnities, and confidentiality obligations set forth in this Agreement and all other rights or obligations that by their nature survive the termination of this Agreement will continue in full force and effect. Any such termination shall be without prejudice to and shall not impair any rights based upon a prior breach or failure of performance under this Agreement, subject to the limitations contained in this Agreement.
11.6 Severability
If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.
11.7 Enurement
This Agreement will enure to the benefit of and be binding upon HUF and Cameco and their respective successors and permitted assigns and no other persons will have any rights hereunder.
11.8 Facsimile or PDF Execution and Counterparts
This Agreement may be signed in facsimile or PDF formats and in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank, Signature Page Follows Next]
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.
THIS AGREEMENT is dated August 28, 2018
PARTIES
| (1) | CAMECO CORPORATION, a corporation incorporated under the laws of Canada, having its head office in Saskatoon, Saskatchewan, Canada (“CAMECO”) |
| (2) | HUBER URANIUM FUND GP, LLC, a limited liability company established under the laws of Delaware having its main offices in EI Segundo, California (HUF). |
| (3) | 92 TRADING LLC, a limited liability company established under the laws of Nevada having its main offices in EI Segundo, California (“92 TRADING”) |
BACKGROUND
| (A) | This agreement is supplemental to the U3O8 Transfer and Storage agreement dated January 31, 2016 and made between (1) CAMECO and (2) HUF (the Contract). |
| (B) | HUF wishes to be released and discharged from the Contract as from the date of this agreement (the Effective Date). CAMECO has agreed to release and discharge HUF from the Effective Date provided that 92 TRADING undertakes to perform the Contract and be bound by its terms in place of HUF. |
AGREED TERMS
| 1. | NOVATION AND RELEASE |
| 1.1 | As from the Effective Date, HUF novates and transfers to 92 TRADING all of its rights and obligations under the Contract. References to HUF in the Contract will be read as references to 92 TRADING. |
| 1.2 | As from the Effective Date, 92 TRADING undertakes to perform HUF’ obligations under the Contract and to be bound by the terms of the Contract in every way as party to the Contract in place of HUF. |
| 1.3 | As from the Effective Date, and except as provided in clause 2, HUF and CAMECO mutually release each other from their obligations under the Contract. |
| 1.4 | CAMECO consents to the novation and transfer. As from the Effective Date, and except as provided in clause 2, CAMECO releases and discharges HUF from all future claims and demands whatsoever in respect of the Contract and accepts the liability of 92 TRADING under the Contract. CAMECO agrees to be bound by the terms of the Contract as from the Effective Date in every way as if 92 TRADING were named in the Contract as a party in place of HUF. |
| 2. | PRE-EXISTING CLAIMS |
| Nothing in this agreement will affect or prejudice any claim or demand whatsoever which either HUF or CAMECO may have against the other relating to matters arising before the Effective Date. |
| 1 |
| 3. | THIRD PARTY RIGHTS |
| This agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999 (third party), but this clause does not affect any right or remedy of a third party which exists or is available apart from that act. | |
| 4. | MISCELLANEOUS |
| The provisions set out in Article 11 (Miscellaneous) of the Contract will apply to this agreement. |
This agreement has been entered into on the date stated at the beginning of it.
| SIGNED on behalf of CAMECO |  |
| SIGNED on behalf of HUF |  |
| SIGNED on behalf of 92 TRADING |  |
| 2 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Amendment No 2 to Registration Statement on Form S-1 of Uranium Trading Corporation of our report dated August 20, 2018, relating to our audit of the financial statements of Uranium Trading Corporation for the period from inception (June 4, 2018) to June 30, 2018, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the caption “Experts” in such Prospectus.
/s/
Accell Audit & Compliance, P.A.
December 3, 2018
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