VANCOUVER, British Columbia, Dec. 16, 2024 – Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT: 0AD) (“Anfield” or “the Company”) announces an update to the proposed plan of arrangement (the “Arrangement”) between the Company and IsoEnergy Ltd., which was approved at the Company’s special meeting of shareholders held on December 3, 2024.
Further to the Company’s news release dated December 10, 2024, the Company appeared before the BC Supreme Court (the “Court”) on Monday, December 9 and Friday, December 13 seeking the Court’s final order to the Arrangement. Uranium Energy Corp. (“UEC”), a shareholder of Anfield, opposed the granting of the Final Order and appeared at the hearing. During the afternoon of the second day of the hearing, UEC submitted to the Court a letter addressed to the Company offering to purchase 107,142,857 common shares of the Company at a price of $0.14 per share for total proceeds of $15,000,000 (the “UEC Financing Letter”). The UEC Financing Letter stated the following:
“…we confirm that we are offering to subscribe for 107,142,857 common shares of Anfield (the “Anfield Shares”) at a price of C$0.14 per share.”
“We are in a position to close this offer within one business day of acceptance. This offer is not subject to any due diligence condition….”
“There is only one condition to this offer, being the Arrangement be terminated in accordance with its terms and the offering be completed on or before December 31, 2024.”
At the end of the hearing the judge adjourned the Company’s application and ordered disclosure of the UEC Financing Letter by way of press release and further ordered the Company to hold a new shareholders’ meeting to approve the Arrangement following public disclosure of the UEC Financing Letter.
Pursuant to the terms of the Arrangement Agreement, the Company is unable to complete any equity financings or to discuss any proposals regarding equity financings, including the UEC Financing Letter, with any party. The UEC Financing Letter is not a Superior Proposal under the terms of the Arrangement Agreement and should not be viewed as such. UEC has advised the Court that the UEC Financing Letter is not a Superior Proposal as that term is defined in the Arrangement Agreement.
Under the terms of the Arrangement Agreement, the outside date for completion of the Arrangement is December 31, 2024. If the Arrangement is not completed by such date IsoEnergy or Anfield may terminate the Arrangement Agreement. Under the terms of the bridge loan that IsoEnergy provided to Anfield in connection with the proposed Arrangement, the loan becomes immediately due and payable upon the termination of the Arrangement Agreement.
Anfield will be appealing the Court’s ruling and will request that the appeal be heard on an expedited basis prior to December 31, 2024. Anfield continues to believe that the Arrangement represents compelling value for all Anfield shareholders and will provide further details regarding next steps as soon as it is able.
About Anfield
Anfield is a uranium and vanadium development and near-term production company that is committed to becoming a top-tier energy-related fuels 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).
On behalf of the Board of Directors
ANFIELD ENERGY INC.
Corey Dias, Chief Executive Officer
Contact:
Anfield Energy, Inc.
Corey Dias, Chief Executive Officer
Clive Mostert, Corporate Communications
780-920-5044
[email protected] www.anfieldenergy.com
Neither the 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 news release. No securities regulatory authority has either approved or disapproved of the contents of this news release.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
Cautionary Note Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These forward-looking statements or information may relate to the Arrangement, including statements with respect to the timing of the appeal, satisfaction of conditions and timing for the completion of the Arrangement and availability of the exemption under Section 3(a)(10) of the U.S. Securities Act with respect to the securities issuable in the Arrangement and any other activities, events or developments that the companies expect or anticipate will or may occur in the future.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions that the timing of the appeal will occur as anticipated, that the conditions to closing of the Arrangement will be satisfied or waived and that the exemption under Section 3(a)(10) of the U.S. Securities Act with respect to the securities issuable in the Arrangement will be available. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
Such statements represent the current views of the Company with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: that the hearing of the appeal and the closing of the Arrangement may not occur on the anticipated timeline; that the closing conditions of the Arrangement may not be satisfied or waived; and that the parties to the Arrangement may be unable to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act with respect to the securities issuable in the Arrangement. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.