Mr. Corey Dias reports
ANFIELD ENERGY ANNOUNCES AGREEMENT TO ACQUIRE BRS ENGINEERING, BOLSTERING IN-HOUSE TECHNICAL EXPERTISE FOR URANIUM AND VANADIUM PROJECT
Anfield Energy Inc. has signed a definitive stock purchase agreement with Douglas L. Beahm, PE, PG, the chief operating officer of the company, to acquire BRS Inc., a leading uranium-focused engineering, mine development, construction management and geology consulting firm based in Wyoming. The acquisition is intended to integrate BRS's renowned expertise directly into anfield, significantly enhancing the company's technical capabilities as it advances toward near-term uranium and vanadium production.
BRS, founded and led by Mr. Beahm, a qualified person under National Instrument 43-101 with over 50 years of experience in uranium exploration, mine development, ISR (in situ recovery) operations and resource estimation -- has been a key engineering partner to Anfield since 2014. BRS has written numerous technical reports, preliminary economic assessments (PEAs) and resource updates for Anfield's assets, including the Slick Rock project, the West Slope projects, the Velvet-Wood mine and others. This acquisition brings Mr. Beahm and the BRS team in-house, with Mr. Beahm firmly committed to serving the company in the chief operating officer role while continuing to serve as principal engineer.
Corey Dias, chief executive officer of Anfield, commented: "The integration of BRS represents a transformative step for Anfield. For years, BRS has been instrumental in validating and advancing our portfolio through independent technical engineering work. By bringing this world-class expertise fully in-house, we streamline project execution, reduce third party costs and accelerate our path to uranium production. This move aligns perfectly with our hub and spoke strategy centred on the Shootaring Canyon mill and positions Anfield as one of the most vertically integrated uranium developers in the United States.
"Further, this acquisition provides BRS with an opportunity to expand its external engineering consulting business offering with the support of a publicly traded company. Moreover, the combination could potentially create new service lines -- turnkey development options for potential toll-mill partners, for example -- alongside geographic expansion within the U.S. Finally, the potential identification and development of internal candidates to ultimately lead our mine and mill teams postrestart could lead to easier transition to commercial operations."
Key benefits of the acquisition:
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Enhanced technical depth: immediate access to decades of specialized, U.S.-based uranium and vanadium knowledge, including ISR, conventional mining, mill reactivation and operational expertise;
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Cost and timeline efficiencies: eliminates external engineering consulting delays and reduces expenses for future resource reports, PEAs, and permitting and licensing support;
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Strategic alignment: strengthens Anfield's internal engineering competence to facilitate the advancement of its conventional assets while supporting continuing mill restart efforts at Shootaring Canyon;
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Expansion opportunities: the ability to more quickly identify projects which fit into Anfield's portfolio, providing the company with a potentially quicker path to resource expansion.
Mr. Beahm, chief operating officer of Anfield, added: "Joining Anfield full-time will allow us at BRS to apply our proven track record directly to one of the most promising uranium portfolios in the U.S. We are excited to facilitate faster resource upgrades, optimized mine plans and seamless permitting -- all critical as domestic uranium demand surges."
In consideration for the acquisition of BRS, the company is required to complete a series of cash payments to Mr. Beahm totalling $5-million (U.S.). On closing, the company will pay to Mr. Beahm $1.5-million (U.S.), with a further $1.5-million (U.S.) payable on the first anniversary of closing and a further $2-million (U.S.) on the second anniversary of closing.
No securities of the company are issuable in connection with closing of the acquisition, nor is any finder's fee payable to any third party. Completion of the acquisition remains subject to a number of conditions, including receipt of any required regulatory approvals and satisfaction of customary closing deliverables. The acquisition cannot be completed until these conditions are satisfied.
As Mr. Beahm is an officer of the company and a non-arm's-length party within the meaning of the policies of the TSX Venture Exchange, the acquisition constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The acquisition is exempt from the valuation requirement and the minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(a) of MI 61-101, in that the fair market value of the acquisition, and the consideration being offered by the company, does not exceed 25 per cent of the company's market capitalization.
About Anfield Energy Inc.
Anfield is a uranium and vanadium development 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 Nasdaq Stock Market (symbol: AEC), the TSX-V (symbol: AEC) and the Frankfurt Stock Exchange (symbol: 0AD).
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