Transaction Highlights
Retirement of US$18.34 million of outstanding debt held by UEC (and previously U1A), resulting in Anfield now being debt free and UEC becoming the largest shareholder (~16% undiluted ownership).
The transactions include a swap of UEC’s Slick Rock conventional uranium-vanadium project in exchange for Anfield’s in-situ recovery uranium projects in Wyoming with an equivalent value.
As a result of the property swap, Anfield’s portfolio will be refocused around its 100% owned Shootaring Canyon Mill, one of only three licensed, permitted and constructed uranium mills in the USA.
Consolidation of adjacent uranium and vanadium properties in the historic Uravan Mineral Belt, where Slick Rock produced 2.2 million lbs U3O8 and 13.9 million lbs V2O5 historically between 1957 and 1983.
Anfield to become a significant vanadium development company in the United States, with resource growth to 26.9 million lbs V2O5 inferred plus an additional 89.6 million lbs V2O5 historic at the combined West Slope and Slick Rock projects1.
Strong fundamentals underlying uranium and vanadium’s recent rally to 11-year highs. Both metals are crucial to the pursuit of a low-carbon green economy, and both face global supply challenges exacerbated by recent geo-political tensions.
Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT: 0AD) (“Anfield” or the “Company”) is pleased to announce that it has entered into definitive agreements dated April 19, 2022 which will position the Company as a uranium and vanadium development company solely focused in the Southwest United States. Anfield has entered into a settlement agreement with Uranium Energy Corp (“UEC”) respecting US$18.34 million which was owed to Uranium One Americas, Inc. (“U1A”) and is 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”).
The Transactions will result in Anfield acquiring the past-producing Slick Rock uranium and vanadium property (“Slick Rock”) from UEC, which holds a historical inferred resource2 of 11.6 million lbs U3O8 and 69.6 million lbs V2O5 (2.549 million tons at an average grade of 0.228% U3O8 and 1.37% V2O5). Slick Rock is located adjacent to the Company’s West Slope project in the Uravan Mineral Belt of Colorado, consolidating properties in a prolific and historic uranium mining region. In exchange for Slick Rock, UEC will acquire Anfield’s in-situ recovery (“ISR”) uranium property interests in Wyoming.
Corey Dias, CEO of Anfield, stated: “Today marks a truly significant development for Anfield: we are fully eliminating our current debt, enlarging and consolidating our conventional uranium and vanadium assets near our Shootaring Canyon Mill – one of only three licensed, permitted and constructed conventional uranium mills in the United States – welcoming UEC as a cornerstone investor, and fully controlling the development and future operation of our assets. While Anfield’s total uranium endowment will remain roughly unchanged as a result of the Property Swap, Anfield now holds assets which can be processed through its wholly-owned mill, eliminating any reliance upon third-party processing. Finally, our vanadium resources will increase, giving Anfield a significant position in the vanadium sector in the United States.”
Transaction Details
The terms of the Debt Settlement provide that, in exchange for full settlement of the Indebtedness, comprised of a promissory note valued at approximately US$13.34 million (including principal and accrued interest up to the date hereof) and outstanding asset acquisition payments of US$5.00 million, Anfield will pay to UEC approximately US$9.17 million in cash and issue to UEC approximately US$9.17 million of value in Units of Anfield (the “Debt Units”) to be issued at the Issue Price (as hereinafter defined) of the concurrent equity financing described below. The shares of Anfield underlying the Debt Units will be subject to certain resale restrictions limiting the daily volume of any sales, in addition to a statutory four-month hold period from the date of issuance.
Pursuant to the terms of the Property Swap, Anfield will acquire UEC’s interest in the Slick Rock uranium-vanadium property located in San Miguel County, Colorado, in exchange for UEC acquiring Anfield’s ISR uranium asset portfolio in Wyoming, which includes the Charlie project located in the Pumpkin Buttes uranium district of Johnson County, Wyoming, along with earlier stage properties in Wyoming, including one project in the Black Hills, seven projects in the Great Divide Basin, one project in the Laramide Basin, nine projects in the Powder River Basin, two projects in the Shirley Basin and four projects in the Wind River Basin.
Slick Rock Project
Slick Rock is located in a robust uranium mining region in Colorado, within the historic Uravan Mineral Belt and at the intersection of two major mineral trends. Uranium and vanadium were produced historically at the Burro Mine within the Slick Rock property package between 1957 and 1983, and future exploration targets continue to focus on the down-dip extensions of the Burro and Sunday-Carnation mineral trends. The property was the subject of a preliminary economic assessment in 2014. Once the acquisition of Slick Rock has been completed, Anfield expects to focus its development efforts at Slick Rock in combination with its adjacent West Slope project with a view to creating a long-term uranium and vanadium production pipeline in Colorado.
Following completion of the Transactions, UEC will become a significant strategic shareholder of Anfield holding approximately 16% of the shares of Anfield on an outstanding basis. For so long as UEC holds at least 10% of Anfield’s shares on an outstanding basis, UEC will have the right to appoint one director to the Board of Directors of Anfield and will have a participation right to maintain its pro rata share ownership in any future private or public financings by Anfield. The Transactions are subject to customary closing conditions, including approval by the TSX Venture Exchange (the “Exchange”).
Equity Financing
In conjunction with the Transactions, Anfield has concurrently entered into an agreement with Haywood Securities Inc. (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase, on a bought deal private placement basis, 100,000,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of C$0.12 per Subscription Receipt on a pre-Consolidation (as hereinafter defined) basis (the “Issue Price”) for gross proceeds to the Company of C$12,000,000 (the “Offering”).
The Company has additionally granted the Underwriter an over-allotment option exercisable, in whole or in part, at the sole discretion of the Underwriter, to purchase up to an additional number of Subscription Receipts equal to 15% of the Subscription Receipts sold pursuant to the Offering at the Issue Price for a period of up to 48 hours prior to the closing of the Offering.
The net proceeds of the Offering are anticipated to 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 will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into by the Company, the Underwriter and a licensed Canadian trust company as subscription receipt agent (the “Escrow Agent”) to be agreed upon. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% of the Underwriter’s 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 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 on a pre-Consolidation basis for a period of 60 months from the closing of the Offering. If the Escrow Release Conditions have not been satisfied on or prior to the date that is 90 days after the closing date of the Offering, the Escrow Agent shall return the Escrowed Funds, including any interest earned thereon, to the holders of Subscription Receipts on a pro rata basis.
Closing of the Offering is expected to occur on or about May 12, 2022 and is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the Exchange.
The Subscription Receipts to be issued under the Offering will be 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. The Subscription Receipts and the common shares, Warrants and Warrant Shares underlying the Subscription Receipts and the Warrants, respectively, will be subject to a statutory four-month hold period in accordance with Canadian securities legislation.
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).
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