Sec Form 13G Filing - Pacific Road Capital Management G.P. Ltd filing for URANIUM ENERGY CORP (UEC) - 2019-05-16

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Uranium Energy Corp.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

916896103

(CUSIP Number)

 

May 14, 2019

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

  

1.		Name of reporting person Pacific Road Resources Reno Creek Cayco 1 Ltd.
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   2,070,424
		6.		Shared voting power   0
		7.		Sole dispositive power   2,070,424
		8.		Shared dispositive power   0

9.		Aggregate amount beneficially owned by each reporting person   2,070,424
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   1.15%*
12.		Type of reporting person   CO

 

*

Based on 180,537,490 shares of common stock, par value $0.01 (the “Common Shares”) issued and outstanding as of April 8, 2019, as reported by Uranium Energy Corp. (the “Issuer”) in its prospectus supplement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek Cayco 2 Ltd.
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   2,070,424
		6.		Shared voting power   0
		7.		Sole dispositive power   2,070,424
		8.		Shared dispositive power   0

9.		Aggregate amount beneficially owned by each reporting person   2,070,424
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   1.15%*
12.		Type of reporting person   CO

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek Cayco 3 Ltd.
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   1,725,373
		6.		Shared voting power   0
		7.		Sole dispositive power   1,725,373
		8.		Shared dispositive power   0

9.		Aggregate amount beneficially owned by each reporting person   1,725,373
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.96%*
12.		Type of reporting person   CO

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek Cayco 4 Ltd.
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   1,213,838
		6.		Shared voting power   0
		7.		Sole dispositive power   1,213,838
		8.		Shared dispositive power   0

9.		Aggregate amount beneficially owned by each reporting person   1,213,838
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.67%*
12.		Type of reporting person   CO

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek AIV 1 LP
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   2,070,424
		7.		Sole dispositive power   0
		8.		Shared dispositive power   2,070,424

9.		Aggregate amount beneficially owned by each reporting person   2,070,424
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   1.15%*
12.		Type of reporting person   PN

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek AIV 2 LP
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   2,070,424
		7.		Sole dispositive power   0
		8.		Shared dispositive power   2,070,424

9.		Aggregate amount beneficially owned by each reporting person   2,070,424
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   1.15%*
12.		Type of reporting person   PN

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek AIV 3 LP
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   1,725,373
		7.		Sole dispositive power   0
		8.		Shared dispositive power   1,725,373

9.		Aggregate amount beneficially owned by each reporting person   1,725,373
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.96%*
12.		Type of reporting person   PN

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

 

1.		Name of reporting person Pacific Road Resources Reno Creek AIV 4 LP
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   1,213,838
		7.		Sole dispositive power   0
		8.		Shared dispositive power   1,213,838

9.		Aggregate amount beneficially owned by each reporting person   1,213,838
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.67%*
12.		Type of reporting person   PN

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

  

1.		Name of reporting person Reno Creek Unit Trust
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Australia

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   1,751,641
		6.		Shared voting power   0
		7.		Sole dispositive power   1,751,641
		8.		Shared dispositive power   0

9.		Aggregate amount beneficially owned by each reporting person   1,751,641
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.97%*
12.		Type of reporting person   OO

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person PRCM Nominees Pty Limited
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Australia

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   1,751,641
		7.		Sole dispositive power   0
		8.		Shared dispositive power   1,751,641

9.		Aggregate amount beneficially owned by each reporting person   1,751,641
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   0.97%*
12.		Type of reporting person   CO

 

*

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

1.		Name of reporting person Pacific Road Capital Management G.P. Limited
2.		Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.		SEC use only
4.		Citizenship or place of organization   Cayman Islands

Number of shares beneficially owned by each reporting person with		5.		Sole voting power   0
		6.		Shared voting power   7,080,059*
		7.		Sole dispositive power   0
		8.		Shared dispositive power   7,080,059*

9.		Aggregate amount beneficially owned by each reporting person   7,080,059*
10.		Check box if the aggregate amount in Row (11) excludes certain shares ¨
11.		Percent of class represented by amount in Row (11)   3.92%**
12.		Type of reporting person   CO

 

*

Consists of: (i) 2,070,424 Common Shares held by Pacific Road Resources Reno Creek Cayco 1 Ltd.; (ii) 2,070,424 Common Shares held by Pacific Road Resources Reno Creek Cayco 2 Ltd.; (iii) 1,725,373 Common Shares held by Pacific Road Resources Reno Creek Cayco 3 Ltd.; and (iv) 1,213,838 Common Shares held by Pacific Road Resources Reno Creek Cayco 4 Ltd.

 

**

Based on 180,537,490 Common Shares issued and outstanding as of April 8, 2019, as reported by the Issuer in its prospectus supplement filed with the SEC on April 9, 2019.

 

 

Item 1.

 

(a) Name of Issuer

 

Uranium Energy Corp. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices:

 

1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3, Canada.

 

Item 2.

(a) Name of Person Filing

 

Pacific Road Capital Management G.P. Limited (“Pacific Road GP”)

Pacific Road Resources Reno Creek AIV 1 LP (“AIV 1”)

 

Pacific Road Resources Reno Creek AIV 2 LP (“AIV 2”)

 

Pacific Road Resources Reno Creek AIV 3 LP (“AIV 3”)

 

Pacific Road Resources Reno Creek AIV 4 LP (“AIV 4”)

 

Pacific Road Resources Reno Creek Cayco 1 Ltd. (“Cayco 1”)

 

Pacific Road Resources Reno Creek Cayco 2 Ltd. (“Cayco 2”)

 

Pacific Road Resources Reno Creek Cayco 3 Ltd. (“Cayco 3”)

 

Pacific Road Resources Reno Creek Cayco 4 Ltd. (“Cayco 4”)

 

Reno Creek Unit Trust (“RCUT”)

 

PRCM Nominees Pty Limited (“RCUT Trustee”) (each a “Reporting Person” and together, the “Reporting Persons”).    

 

(b) Address of Principal Business Office or, if none, Residence

 

The business address of RCUT and RCUT Trustee is L2 88 George St., Sydney, NSW, Australia.

 

The business address of each of the other Reporting Persons is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands.

 

(c) Citizenship

 

Each of RCUT and RCUT Trustee is organized under the laws of Australia. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.

 

(d) Title of Class of Securities

 

Shares of common stock, par value $0.001 (“Common Shares”).

 

(e) CUSIP Number

 

916896103.

 

 

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) ¨ Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d) ¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

The information required by Items 4(a)-(c) as of the date hereof is set forth in Rows (5)-(11) of the cover page for each Reporting Person.

 

Voting and dispositive decisions for Cayco 1 are made by its board of directors. AIV 1 is the sole shareholder of Cayco 1 and Pacific Road GP is the general partner of AIV 1. Accordingly, each of AIV 1 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares which Cayco 1 directly beneficially owns. Each of Pacific Road GP and AIV 1 disclaims beneficial ownership of such Common Shares.

 

Voting and dispositive decisions for Cayco 2 are made by its board of directors. AIV 2 is the sole shareholder of Cayco 2 and Pacific Road GP is the general partner of AIV 2. Accordingly, each of AIV 2 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares which Cayco 2 directly beneficially owns. Each of Pacific Road GP and AIV 2 disclaims beneficial ownership of such Common Shares.

 

 

Voting and dispositive decisions for Cayco 3 are made by its board of directors. AIV 3 is the sole shareholder of Cayco 3 and Pacific Road GP is the general partner of AIV 3. Accordingly, each of AIV 3 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares which Cayco 3 directly beneficially owns. Each of Pacific Road GP and AIV 3 disclaims beneficial ownership of such Common Shares.

 

Voting and dispositive decisions for Cayco 4 are made by its board of directors. AIV 4 is the sole shareholder of Cayco 4 and Pacific Road GP is the general partner of AIV 4. Accordingly, each of AIV 4 and Pacific Road GP may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares which Cayco 4 directly beneficially owns. Each of Pacific Road GP and AIV 4 disclaims beneficial ownership of such Common Shares.

 

Voting and dispositive decisions for RCUT are made by its trustee, RCUT Trustee. Accordingly, RCUT Trustee may be deemed to have voting and dispositive power and therefore, beneficial ownership, over the Common Shares which RCUT directly beneficially owns. RCUT Trustee disclaims beneficial ownership of such Common Shares.

 

Each of Parties acted together in negotiating the sale to the Issuer of the Parties’ common shares of Reno Creek Holdings Inc. in consideration for Common Shares described in this Schedule 13G (the “Transaction”). Due to the relationships described in this Item 4, the Parties, together with AIV 1, AIV 2, AIV 3, AIV 4, Pacific Road GP and RCUT Trustee may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Exchange Act by virtue of together negotiating and being signatories to the share purchase agreement with the Issuer relating to the Transaction. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d)(3) of the Exchange Act or for any other purpose.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing control over the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:   May 16, 2019

 

PACIFIC ROAD RESOURCES RENO CREEK CAYCO 1 LTD.		PACIFIC ROAD RESOURCES RENO CREEK CAYCO 2 LTD.
By: /s/ Padraig Hoare		By: /s/ Padraig Hoare
Name: Padraig Hoare		Name: Padraig Hoare
Title:   Director		Title:   Director
PACIFIC ROAD RESOURCES RENO CREEK CAYCO 3 LTD.		PACIFIC ROAD RESOURCES RENO CREEK CAYCO 4 LTD.
By: /s/ Padraig Hoare		By: /s/ Padraig Hoare
Name: Padraig Hoare		Name: Padraig Hoare
Title:   Director		Title:   Director
PACIFIC ROAD RESOURCES RENO CREEK AIV 1 LP		PACIFIC ROAD RESOURCES RENO CREEK AIV 2 LP
By:  Pacific Road Capital Management G.P. Limited,         its general partner		By:  Pacific Road Capital Management G.P. Limited,         its general partner
By: /s/ Padraig Hoare		By: /s/ Padraig Hoare
Name: Padraig Hoare		Name: Padraig Hoare
Title:   Director		Title:   Director
PACIFIC ROAD RESOURCES RENO CREEK AIV 3 LP		PACIFIC ROAD RESOURCES RENO CREEK AIV 4 LP
By:  Pacific Road Capital Management G.P. Limited,         its general partner		By:  Pacific Road Capital Management G.P. Limited,         its general partner
By: /s/ Padraig Hoare		By: /s/ Padraig Hoare
Name: Padraig Hoare		Name: Padraig Hoare
Title:   Director		Title:   Director
PACIFIC ROAD CAPITAL MANAGEMENT G.P. LIMITED		RENO CREEK UNIT TRUST
By: /s/ Padraig Hoare                            Name: Padraig Hoare		By:  PRCM Nominees Pty Limited,         its trustee
Title:   Director
		By: /s/ Adrian Martin
PRCM NOMINEES PTY LIMITED		Name: Adrian Martin
		Title:   Secretary
By: /s/ Adrian Martin
Name: Adrian Martin
Title:   Secretary