Anfield Energy Inc. Announces Mailing and Filing of Circular for Special Meeting of Shareholders to Approve the Arrangement with IsoEnergy Ltd.
- The Board of Directors of Anfield recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution
- Shareholders are encouraged to vote in advance of the proxy cutoff of 10:00 AM (Vancouver Time)? on November 29, 2024
- For questions or assistance with voting, contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (within North America) +1 416-304-0211 (outside North America), or by email at assistance@laurelhill.com
VANCOUVER, Nov. 06, 2024 - Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT: 0AD) ("Anfield" or "the Company") announced today that it has filed its notice of meeting of shareholders, management information circular (the "Circular"), and related documents (collectively, the "Meeting Materials") with securities regulators in connection with the special meeting (the "Meeting") of holders ("Shareholders") of Anfield common shares. The Meeting Materials have also been mailed to Shareholders. The Meeting will take place on December 3, 2024 at 10:00 AM (Vancouver Time) in accordance with an interim order of the Supreme Court of British Columbia (the "Court") obtained on October 31, 2024. The circular and related materials have also been filed on Anfield's website at https://anfieldenergy.com.
The purpose of the Meeting is for Shareholders to vote on a special resolution (the "Arrangement Resolution") to approve the proposed arrangement with IsoEnergy Ltd ("IsoEnergy").
As previously announced, on October 1, 2024, Anfield entered into a definitive agreement (the "Arrangement Agreement") pursuant to which IsoEnergy will acquire all of the issued and outstanding common shares of Anfield (the "Anfield Shares") by way of a court-approved plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, Anfield shareholders will receive 0.031 of a common share of IsoEnergy (each whole share, an "ISO Share") for each Anfield Share held (the "Exchange Ratio"). Existing shareholders of IsoEnergy and Anfield will own approximately 83.8% and 16.2% on a fully-diluted in the-money basis, respectively, of the outstanding ISO Shares on closing of the Transaction.
The Exchange Ratio implies consideration of $0.103 per Anfield Share, based on the closing price of the ISO Shares over all Canadian exchanges on October 1, 2024. Based on each company's 20-day volume weighted average trading price over all Canadian exchanges for the period ending October 1, 2024, the Exchange Ratio implies a premium of 32.1% to the Anfield Share price. The implied fully-diluted in the-money equity value of the Transaction is equal to approximately $126.8 million.
The Arrangement Resolution requires approval of at least 66 2/3% of the votes cast by Shareholders, and at least a simple majority of votes cast on the Arrangement Resolution excluding the votes of those held or controlled by certain interested persons as further described in the Circular.
Reasons for and Benefits of the Arrangement
- Immediate and attractive premium;
- Exposure to a larger, more diversified portfolio of high-quality uranium exploration, development and near-term production assets in tier one jurisdictions of U.S., Canada and Australia;
- Entry into the Athabasca Basin, a leading uranium jurisdiction, with the high-grade Hurricane deposit;
- Upside from an accelerated path to potential production as well as from synergies with IsoEnergy's other Utah uranium assets;
- A combined company backed by corporate and institutional investors of IsoEnergy including, NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd. and uranium ETFs;
- Participation in a larger platform with greater scale for M&A;
- Increased scale expected to provide greater access to capital, trading liquidity and research coverage; and
- Support of Anfield Directors, Senior Officers and Major Shareholder.
The transaction was unanimously recommended by a committee (the "Special Committee") of independent members of Anfield's board of directors (the "Board").The Board and the Special Committee have determined that the Transaction is in the best interests of Anfield and that the Consideration to be received by Anfield shareholders is fair, from a financial point of view, to Shareholders. The Board has unanimously recommended that Shareholders vote FOR the Arrangement Resolution at the Meeting.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN
Shareholders are encouraged to read the Circular in its entirety and vote their Anfield Shares as soon as possible, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Shareholders together with the Circular.
The deadline for voting Anfield Shares by proxy is at 10:00 AM (Vancouver Time)? on November 29, 2024.
The Circular includes full details on the Arrangement and related matters, including the background to the Arrangement, voting procedures, benefits of the Arrangements, risk factors, the recommendations of the Board and the Special Committee, and the various factors considered by the Board and the Special Committee in making their respective recommendations.
How to Vote
| Registered Shareholders | Beneficial Shareholders | ||
| Common Shares held in own name and represented by a physical certificate or DRS. | Common Shares held with a broker, bank or other intermediary. | ||
| Internet | www.investorvote.com | www.proxyvote.com | |
| Telephone | 1-866-732-8683 | Call the applicable number listed on the voting instruction form. | |
| Return the form of proxy in the enclosed envelope. | Return the voting instruction form in the enclosed envelope. | ||
Shareholder Questions and Voting Assistance
Shareholders who have questions about voting their shares may contact the Company's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group:
Toll Free: 1-877-452-7184 (for Shareholders in North America)
International: +1 416-304-0211 (for Shareholders outside Canada and the US)
By Email: assistance@laurelhill.com
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).
About IsoEnergy
IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF) is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the U.S. and Australia at varying stages of development, providing near, medium, and long-term leverage to rising uranium prices. IsoEnergy is currently advancing its Larocque East Project in Canada's Athabasca Basin, which is home to the Hurricane deposit, boasting the world's highest grade Indicated uranium Mineral Resource.
IsoEnergy also holds a portfolio of permitted, past-producing conventional uranium and vanadium mines in Utah with a toll milling arrangement in place with Energy Fuels Inc. These mines are currently on stand-by, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.
On behalf of the Board of Directors
ANFIELD ENERGY INC.
Corey Dias, Chief Executive Officer
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 release.
Contact:
Anfield Energy, Inc. Clive Mostert
Corporate Communications 780-920-5044
contact@anfieldenergy.com www.anfieldenergy.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 Statement 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 consummation and timing of the Arrangement; receipt and timing of approval of Anfield's shareholders with respect to the Arrangement; the anticipated benefits of the Arrangement; the expected receipt of court, regulatory and other consents and approvals relating to the Arrangement; anticipated strategic and growth opportunities for the combined company; the successful integration of the businesses of IsoEnergy and Anfield; the prospects of each companies' respective projects, including mineral resources estimates and mineralization of each project; the potential for, success of and anticipated timing of commencement of commercial production including expectations with respect to any permitting, development or other work that may be required to bring any of the projects into development or production 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 Anfield and IsoEnergy will complete the Arrangement in accordance with, and on the timeline contemplated by the terms and conditions of the relevant agreements; that the parties will receive the required shareholder, regulatory, court and stock exchange approvals and will satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the accuracy of management's assessment of the effects of the successful completion of the Arrangement and that the anticipated benefits of the Arrangement will be realized; the anticipated mineralization of Anfield's and IsoEnergy's projects being consistent with expectations and the potential benefits from such projects and any upside from such projects; the price of uranium; that general business and economic conditions will not change in a materially adverse manner; that financing will be available if and when needed and on reasonable terms; and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the combined company's planned exploration activities will be available on reasonable terms and in a timely manner. Although Anfield 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 Anfield with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Anfield,, 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: the inability of IsoEnergy and Anfield to complete the Arrangement; a material adverse change in the timing of and the terms and conditions upon which the Arrangement is completed; the inability to satisfy or waive all conditions to closing the Arrangement; the failure to obtain shareholder, regulatory, court or stock exchange approvals in connection with the Arrangement; the inability of the combined company to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; the inability of the consolidated entity to realize the benefits anticipated from the Arrangement and the timing to realize such benefits, including the exploration and drilling targets described herein; growth prospects and outlook of Anfield's business; regulatory determinations and delays; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada, the United States and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in each of Anfield's most recent annual management's discussion and analyses or annual information forms and Anfield's other filings with the Canadian securities regulators which are available on Anfield's profile on SEDAR+ at www.sedarplus.ca. Anfield does not undertake to update any forward-looking information, except in accordance with applicable securities laws.