The Board of UPC is responsible for the direction of the business, affairs and operations of the Corporation and the oversight of the Manager.
Management and Management Services Agreement
The Corporation has engaged Denison Mines Inc. (the "Manager"), a wholly owned subsidiary of Denison Mines Corp. pursuant to a Management Services Agreement effective April 1, 2016. The Management Services Agreement has a term of three years and may be terminated by either party upon 120 days prior written notice. The Manager has acted as manager of the Corporation since its inception in 2005.
Pursuant to the Management Services Agreement, the Manager, under the direction of the Board, is required to provide administrative management services to UPC. 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 are directed by the Board and are made by the Manager on behalf of UPC in accordance with the Management Services Agreement. Title to the uranium remains with the Corporation. The Manager is obligated to use commercially reasonable efforts to purchase and sell the uranium 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 or negotiate directly with potential suppliers or buyers (off-market transactions) for the purchase or sale of uranium. Typical purchasers or sellers of uranium include producers, traders, financial institutions and utilities that operate nuclear power facilities. All purchases and sales of uranium are completed by the Manager in accordance with standard industry practices for and on behalf of UPC and are approved by the Board.
There is no public 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 months to complete. Since all purchases are confidential, neither the Manager nor UPC is permitted to publicly disclose the identity of any vendor from whom UPC would potentially purchase uranium or any purchaser to whom UPC may sell uranium.
The Corporation 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.
UPC is also permitted to enter into lending arrangements for its uranium. When the Board directs the Manager to lend uranium, 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 arrangements for uranium will be completed by the Manager in accordance with standard industry practices for and on behalf of UPC.
The Manager is required to arrange, on behalf of the Corporation, for storage of the uranium at the Facilities and for insurance coverage. It is also responsible for the preparation of regulatory filing materials, including financial statements, investor relations including responding to shareholder requests and to furnish office facilities to the Corporation.
In the event that the Board determines that it would be beneficial to purchase, sell or loan U3
from, or to the Manager, or one of its affiliates, or of any other related party (as such term is defined in Multilateral Instrument 61-101) of the Manager, then such purchases or sales for all amounts over $1,000,000 in the aggregate must be approved by the Board. To date, three such transactions have occurred. In June 2007, the Corporation purchased 75,000 pounds of U3
from an affiliate of the Manager at a price of US$130.00 per pound for total consideration of US$9,750,000; in August 2008, the Corporation purchased 50,000 pounds of U3O8 at a price of US$64.50 per pound, for total consideration of US$3,225,000; and in January 2011, the Corporation loaned 150,000 pounds of U3
to an affiliate of the Manager, which loan was repaid.
The Manager does not have any ownership interest in UPC, and the two companies do not have any directors in common.