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| URZ > SEC Filings for URZ > Form 8-K on 27-Oct-2009 | All Recent SEC Filings |
27-Oct-2009
Entry into a Material Definitive Agreement
On October 27, 2009, the Registrant entered into a warrant indenture (the
"Warrant Indenture) with Corporation Stock Transfer, Inc., as warrant agent (the
"Warrant Agent") for certain of the Registrant's warrants issued in a public
offering of units of the Registrant in the United States under the Registrant's
shelf registration statement on Form S-3 (Registration No. 333-160504) (the
"Registration Statement"), including a base prospectus dated August 21, 2009, as
supplemented by a prospectus supplement dated October 22, 2009, and in each of
the provinces of Canada, except Quebec, pursuant to an multi-jurisdictional
disclosure system ("MJDS") base prospectus dated August 26, 2009 and an MJDS
prospectus supplement dated October 22, 2009. Each unit consists of one share of
common stock, $0.001 par value per share, and one half of one common share
purchase warrant, at a price per Unit of US$2.00. Each whole warrant ("Warrant")
is exercisable to purchase one additional share of common stock of the Company
at a price of US$3.00 per share of common stock, subject to adjustment and early
termination, for a period of 30 months following the closing of the Offering.
The Warrant Indenture provides for the terms and conditions governing the
Warrants. In material part, the Warrant Indenture provides that, in the event
that the Registrant's shares of common stock trade in the United States at a
closing price of greater than US$3.50 per share for a period of 20 consecutive
trading days at any time following the closing of this offering, the Registrant
may accelerate the expiry date of the Warrants by giving notice via a press
release to the holders thereof and in such case the Warrants will expire on the
30th day after the date on which such notice is given by the Registrant.
Further, the Warrant Indenture provides for adjustment in the number of shares
of common stock issuable upon the exercise of the Warrants and/or the exercise
price per share of common stock upon the occurrence of certain events. The
Warrant Indenture also provides for adjustment in the class and/or number of
shares of common stock issuable upon the exercise of the Warrants and/or
exercise price per share of common stock in the event of other certain events,
including re-classification, consolidation, amalgamation, arrangements, merger,
or all or substantially all of the Registrant's assets or property.
This summary of the Warrant Indenture is qualified in its entirety by reference
to the Warrant Indenture filed herewith as Exhibit 4.1 and incorporated into
this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure
On October 27, 2009, the Registrant issued the attached press release relating
to the closing of its public offering of units in the United States and Canada.
In accordance with General Instruction B.2 of Form 8-K, the information in
Item 7.01 of this Report, including Exhibit 99.1 attached hereto, which is
incorporated herein by reference, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended ("the Exchange
Act"), nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is incorporated by reference as an exhibit into the Registrant's Registration Statement on Form S-3 (Registration No. 333-160504).
Exhibit No. Description
4.1 Warrant Indenture, dated October 27, 2009
The following exhibit is furnished to, not filed with, the Commission pursuant to Item 7.01 above.
Exhibit No. Description
99.1 Press Release, dated October 27, 2009
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