VANCOUVER, British Columbia, May 12, 2022 – Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT: 0AD) (“Anfield” or the “Company”) is pleased to announce that it has closed the previously announced bought deal private placement offering of 125,000,000 subscription receipts (the “Subscription Receipts”) of the Company at a price of C$0.12 (“Issue Price”) per Subscription Receipt for gross proceeds of C$15,000,000 (the “Offering”). The Offering was co-led by Haywood Securities Inc. (“Haywood”) and Red Cloud Securities Inc. (together with Haywood, the “Underwriters”).
The Offering was conducted in connection with the previously announced Transactions (defined below) of the Company, which are aimed at positioning Anfield as a well-funded uranium and vanadium development company solely focused in the southwest United States.
As disclosed in the Company’s press release dated April 21, 2022, Anfield has entered into a settlement agreement with Uranium Energy Corp. (“UEC”) with respect to US$18.34 million owed to Uranium One Americas, Inc. and presently due and owing to UEC (the “Indebtedness”). UEC has agreed to the full settlement of the Indebtedness for US$9.17 million in cash plus US$9.17 million in securities of Anfield (the “Debt Settlement”). In addition, Anfield will complete an asset swap to exchange certain of its properties for properties of UEC (the “Property Swap” and, together with the Debt Settlement, the “Transactions”). It is anticipated that the Transactions will close in early June, 2022.
The net proceeds of the Offering will be used to fund the cash portion of the Debt Settlement, advancement of the Company’s uranium and vanadium assets in the United States and for general working capital purposes.
The Subscription Receipts were issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) entered into by the Company, Haywood, on behalf of the Underwriters, and Computershare Trust Company of Canada (the “Escrow Agent”). Pursuant to the Subscription Receipt Agreement, the gross proceeds of the Offering (less 50% of the Underwriter’s aggregate cash commission and all of the Underwriter’s expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction or waiver of each of the conditions precedent to the Transactions with UEC and (b) the receipt of all required regulatory approvals in connection with the Transactions and the Offering, including the conditional approval of the TSX Venture Exchange (collectively, the “Escrow Release Conditions”).
Upon the satisfaction of the Escrow Release Conditions, each of the Subscription Receipts will automatically convert into one unit (a “Unit”) of the Company. Each Unit will be comprised of one common share of the Company (a “Common Share”) plus one Common Share purchase warrant (each whole such purchase warrant, a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of C$0.18 for a period of 60 months from the closing date of the Offering (the “Closing Date”). If the Escrow Release Conditions have not been satisfied on or prior to the date that is 90 days after the Closing Date, the Escrow Agent shall return the Escrowed Funds, including any interest earned thereon, to the holders of Subscription Receipts on a pro rata basis.
As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received a cash fee equal to 6% of the aggregate gross proceeds of the Offering (the “Cash Fee”), with 50% of the aggregate Cash Fee paid at closing of the Offering, and the remaining 50% to be paid to the Underwriters from the Escrowed Funds. As additional consideration, the Underwriters were granted compensation option receipts (the “Compensation Option Receipts”) equal to 6% of the Subscription Receipts issued. Upon the satisfaction or waiver of the Escrow Release Conditions, each Compensation Option Receipt will be automatically converted, without payment of any additional consideration or further action on the part of the holder thereof, into a non-transferrable compensation option (a “Compensation Option”), which will entitle the Underwriters to purchase, at an exercise price equal to the Issue Price, one common share of the Company. The Compensation Options may be exercised at any time and from time to time for a period of 24 months following the Closing Date.
The Subscription Receipts were offered by way of private placement in all of the provinces of Canada, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
All securities issued in connection with the Offering are subject to a statutory four-month hold period expiring on September 13, 2022 in accordance with Canadian securities legislation.
MI 61-101 Disclosure
The Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain directors and officers of the Company purchased an aggregate of 5,625,000 Subscription Receipts. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Company. The Company did not file a material change report more than 21 days before the Closing Date as the details and amounts of the insider participation were not finalized until closer to closing and the Company wished to close the Offering as soon as practicable for sound business reasons.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts in the United States. The securities offered pursuant to the Offering have not been and will not be registered under the U.S. Securities Act, or any states securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Anfield is a uranium and vanadium development and near-term production company that is committed to becoming a top-tier energy-related metals supplier by creating value through sustainable, efficient growth in its assets. Anfield is a publicly traded corporation listed on the TSX Venture Exchange (AEC-V), the OTCQB Marketplace (ANLDF) and the Frankfurt Stock Exchange (0AD). Anfield is focused on its conventional asset centre, as summarized below:
Arizona/Utah/Colorado – Shootaring Canyon Mill
A key asset in Anfield’s portfolio is the Shootaring Canyon Mill in Garfield County, Utah. The Shootaring Canyon Mill is strategically located within one of the historically most prolific uranium production areas in the United States, and is one of only three licensed uranium mills in the United States.
Anfield’s conventional uranium assets consist of mining claims and state leases in southeastern Utah, Colorado, and Arizona, targeting areas where past uranium mining or prospecting occurred. Anfield’s conventional uranium assets include the Velvet-Wood Project, the Frank M Uranium Project, the West Slope Project, as well as the Findlay Tank breccia pipe. A NI 43-101 PEA has been completed for the Velvet-Wood Project. The PEA is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment would be realized. All conventional uranium assets are situated within a 200-mile radius of the Shootaring Mill.
On behalf of the Board of Directors
ANFIELD ENERGY INC.
Corey Dias, Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Anfield Energy Inc.
Safe Harbor Statement
THIS NEWS RELEASE CONTAINS “FORWARD-LOOKING STATEMENTS”. STATEMENTS IN THIS NEWS RELEASE THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING STATEMENTS AND INCLUDE ANY STATEMENTS REGARDING BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS REGARDING THE FUTURE.
EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS “ESTIMATE,” “ANTICIPATE,” “BELIEVE,” “PLAN” OR “EXPECT” OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. IN PARTICULAR, THIS NEWS RELEASE CONTAINS FORWARD-LOOKING INFORMATION PERTAINING TO THE FOLLOWING: THE USE OF PROCEEDS FROM THE OFFERING, THE TIMING OF THE CLOSING OF THE TRANSACTIONS, AND THE ABILITY TO OBTAIN THE NECESSARY REGULATORY AUTHORITY AND APPROVALS IN CONNECTION WITH THE OFFERING AND THE TRANSACTIONS.
RISKS AND UNCERTAINTIES FOR THE COMPANY INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH MINERAL EXPLORATION, AND FUNDING AS WELL AS THE RISKS SHOWN IN THE COMPANY’S MOST RECENT ANNUAL AND QUARTERLY REPORTS AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING THE COMPANY. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH: SEEKING THE CAPITAL NECESSARY TO COMPLETE THE PROPOSED TRANSACTION, THE TIMING OF THE TRANSACTION, INCLUDING TIMING OF THE ESCROW RELEASE CONDITIONS BEING MET, THE COMPANY’S ABILITY TO APPLY THE USE OF PROCEEDS FROM THE OFFERING AS ANTICIPATED, FUTURE CAPITAL REQUIREMENTS AND THE COMPANY’S ABILITY AND LEVEL OF SUPPORT FOR ITS EXPLORATION AND DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO COMPLETE THE PROPOSED TRANSACTION, THAT THE COMPANY WILL OBTAIN REGULATORY APPROVALS REQUIRED FOR THE TRANSACTION OR THE OFFERING, OR THAT THE COMPANY’S EXPLORATION EFFORTS WILL SUCCEED OR THE COMPANY WILL ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS NEWS RELEASE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS, OR TO UPDATE THE REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE BELIEFS, PLANS, EXPECTATIONS AND INTENTIONS CONTAINED IN THIS NEWS RELEASE ARE REASONABLE, THERE CAN BE NO ASSURANCE THOSE BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS WILL PROVE TO BE ACCURATE. INVESTORS SHOULD CONSIDER ALL OF THE INFORMATION SET FORTH HEREIN AND SHOULD ALSO REFER TO THE RISK FACTORS DISCLOSED IN THE COMPANY’S PERIODIC REPORTS FILED FROM TIME-TO-TIME.
THIS NEWS RELEASE HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY WHO TAKES FULL RESPONSIBILITY FOR ITS CONTENTS.