LSE Release

London

2021/02/25

Proposed Purchase of Uranium, Placing of New Ordinary Shares and Retail Offer

Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"), founded and established by Bacchus Capital to be a specialist company operating in the uranium sector with a view to holding physical uranium for the long-term, today announces its intention to conduct a non-pre-emptive placing of new ordinary shares in the Company (the "Placing Shares") at the Placing Price (as defined below) to raise a minimum amount of approximately US$110 million (the "Placing").


In conjunction with the Placing, there will be an offer made by the Company on the PrimaryBid platform of new ordinary shares in the Company (the "Retail Offer Shares") at the Placing Price (as defined below) (the "Retail Offer"), to provide certain retail investors with an opportunity to participate in the Placing. A separate announcement will be made shortly regarding the Retail Offer and its terms.


The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (the "Announcement") and will be made available to new and existing eligible institutional investors (the "Bookbuild"). The Placing is subject to the Terms and Conditions set out in the Appendix to this Announcement.


Cantor Fitzgerald Canada Corporation ("Cantor") and Canaccord Genuity Limited ("Canaccord") are acting as Joint Bookrunners (together being the "Joint Bookrunners"). Bacchus Capital Advisers is acting as Financial Adviser in connection with the Placing.


The Placing Shares will be placed at a fixed price of £2.23 per Placing Shares (the "Placing Price"). The final number of Placing Shares will be determined following the close of the Bookbuild. The Placing is being conducted utilising the Company's existing share authorities. The Retail Offer is not made subject to the Terms and Conditions set out in the Appendix to this Announcement and instead will be made on the terms and conditions outlined in the separate announcement to be made shortly regarding the Retail Offer and its terms.


Highlights of the Placing

  • Intention to raise minimum gross proceeds of approximately US$110 million through the Placing

  • The proceeds of the Placing will be used:

  • to fund the purchase of at least 3.5 mmlb of physical uranium ("U3O8") under the Company's agreement with JSC National Atomic Company Kazatomprom ("Kazatomprom") (the "Kazatomprom Framework Agreement") at a price of US$28.95 /lb; and

  • to pay certain costs associated with the Placing and for working capital and general corporate purposes alongside the potential opportunistic purchase of additional uranium for value.

  • The Company believes that the current level of the uranium price offers a compelling buying opportunity. Compound supply curtailments, particularly Cameco suspending operations in 2020 and subsequently producing only 5 mmlb of uranium during the year and Kazatomprom continuing to 'flex down' production by 20% through 2022 have created an increasingly tightened and imbalanced market, which is beginning to translate into strong support for uranium equities and significantly expanded interest in uranium as an asset class; however, this is yet to meaningfully impact reported uranium spot prices, with the spot market being exceptionally thinly traded, and utilities slow to react.


Andre Liebenberg, Chief Executive Office of Yellow Cake, commented:

"This is the right time to be advancing on our strategy by capitalising on our unique long-term supply contract with Kazatomprom, which gives us the option to purchase up to US$100 million of uranium per year. The current level of the uranium price offers a compelling buying opportunity. We continue to believe uranium is structurally mispriced, driven by a looming supply gap as producers have cut back production and very little investment has been put into new capacity, and demand for nuclear power as a low-carbon baseload source continues to increase. Following this transaction we expect to increase our uranium holdings to 12.8 mmlb".


Background to the Placing

Corporate Background:

Yellow Cake is a specialist company operating in the uranium sector with a view to holding physical uranium for the long-term.


Yellow Cake was founded on the fundamental premise that uranium, as a commodity, is structurally mispriced. The Directors believe the central source of this mispricing is the potential looming supply gap, as demand for nuclear power as a low-carbon baseload source continues to increase, while a lack of investment in new supply sees existing mines reaching end of life, with insufficient new mines under development to replace them.


In order to achieve its mandate, Yellow Cake entered into the Kazatomprom Framework Agreement under which it purchased c.US$178 million of U3O8 as part of its IPO in 2018 with the option to purchase up to US$100 million of U3O8 each year for the subsequent nine years. Since completing its oversubscribed IPO in 2018, the Company has purchased a total of 9.6 mmlb of U3O8 from Kazatomprom at an average price of US$21.71 /lb. While the price of uranium has increased by 33% over Yellow Cake's average acquisition price, the price of U3O8 remains c.60% below its 10-year high.


Yellow Cake currently has inventory of 9.3 mmlb of U3O8 following a decision in 2020 to sell 300,000 lbs of U3O8 at a price of US$33.20 /lb in order to fund a buy back of Company shares which were trading below NAV at that time.


Exceptional Fundamentals in Uranium:

A key driving theme of the uranium market remains the growing potential supply gap. A significant proportion (c.50%) of uranium production is loss making at the current spot price. As a result, a number of uranium operations have been placed on care and maintenance, contributing to the reduction in global primary uranium production from approximately 160 mmlb in 2016 to an estimated range between 122-126 mmlb in 2020. Analysts are projecting incentive prices in the range of US$50 /lb for new developments, and so at recent prices, there has been reduced interest in building new mines or expanding existing operations. At the same time, older mines, such as the Ranger mine in Australia, have recently reached, or are reaching, end of life. Overall, supply is projected to decline without a significant increase in the uranium price.


Conversely, demand for nuclear energy remains a key, and growing, element of the global energy supply with 442 operable reactors globally, and 151 new reactors either under construction or planned. A combination of increasing electrification in OECD countries and developing / newly developed countries' expanding demand for low-cost, low-carbon baseload power has seen growing investment into new nuclear power generation. Further, there is increasing support for 'renewables plus nuclear' strategies as part of a solution to achieve the International Energy Agency's 1.5°C or 2.0°C targets as nuclear power remains the least expensive low-carbon power option, and can be considered a key source of baseload energy in most low-carbon future scenarios.


At the same time that countries such as China (16 reactors under construction, 39 planned), India (6 reactors under construction, 14 planned) and Russia (2 reactors under construction, 21 planned) are building new nuclear capacity, countries like the US, which have announced plans to reduce their nuclear power capacity, are extending the life of their reactors rather than decommissioning, due to the steep cost of building replacement infrastructure.


Due to the thinness of uranium trading in the spot market, and the inability of most investors to invest directly into the commodity, the strong fundamentals for uranium can be seen reflected in the strong support for uranium equities in the market. As utilities return to the uranium term-contract and spot markets, the price of uranium is expected to respond.


Use of Proceeds

Under the Kazatomprom Framework Agreement, the Company has the right to purchase up to US$100 million of U3O8 each year, starting in 2019, and for the subsequent eight years. As part of this agreement, the purchase price was agreed on 19 February 2021 (using market indicators) at US$28.95 /lb. The Company has two weeks to undertake to fund the purchase, which enables Yellow Cake to transact on the U3O8 at an undisturbed price. The Company intends to use the proceeds of the Placing to purchase at least 3.5 mmlb of uranium from Kazatomprom, to pay certain costs associated with the Placing and for working capital and general corporate purposes alongside the potential opportunistic purchase of additional uranium for value. It is anticipated that the uranium acquired will be stored in Cameco's Port Hope / Blind River facility.


URC Option

In connection with the Subscription Agreement entered into at the time of the Company's IPO, the Company has granted Uranium Royalty Corporation ("URC") an option to acquire between US$2.5 million and US$10 million worth of U3O8 per year in each of the nine calendar years commencing on 1 January 2019, up to a maximum aggregate amount over such nine year period of US$31.25 million worth of U3O8. The price to be paid by URC in the event it exercises its option would be the same price as that which would be payable if the Company were to exercise its rights under the Kazatomprom Framework Agreement to acquire the relevant quantity of U3O8 from Kazatomprom at the relevant time. If URC exercises its option during 2021, the Company will purchase the U3O8 to be delivered to URC pursuant to the option or may deliver it from its own holdings. The price at which URC is entitled to purchase the relevant U308 under the option may differ from the price paid by the Company.


Details of the Placing

Cantor and Canaccord will commence the Bookbuild in respect of the Placing with immediate effect.


The Placing is subject to the terms and conditions set out in the appendix to this Announcement (the "Appendix").


The final number of Placing Shares to be issued will be determined following the close of the Bookbuild. The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued ordinary shares of the Company.


The timing of the close of the Bookbuild as well as allocation of the Placing Shares are at the discretion of the Joint Bookrunners and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.


Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission of the Placing Shares to trading on AIM will take place on or around 2 March 2021.


The Appendix to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

The Company has shareholder authority to issue up to 45,383,508 Placing Shares under the Placing.


Net Asset Value Update

Yellow Cake's estimated Net Asset Value at 24 February 2021 was £2.23 per share or US$264.8 million, consisting of 9,316,385 lbs of U3O8 valued at a price of US$28.31/lb, a derivative financial liability of US$3.1 million and other net current assets of US$4.2 million.