Mr. Corey Dias reports
ANFIELD ENERGY ANNOUNCES CLOSING OF US$6,000,000 NON-BROKERED LIFE OFFERING OF COMMON SHARES AND CONCURRENT US$4,000,000 NON-BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
Anfield Energy Inc. has closed its previously announced non-brokered private placement of 1,345,292 common shares in the capital of the company (the LIFE shares) at a price of $4.46 (U.S.) per LIFE share for gross proceeds to the company of $6-million (U.S.). The LIFE shares were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption.
The company also announces that it has closed its previously announced concurrent non-brokered private placement of 896,861 subscription receipts of the company issued to UEC Energy Corp., a subsidiary of Uranium Energy Corp. (NYSE American: UEC), which is an insider and controlling shareholder of the company, at the issue price for gross proceeds to the company of $4-million (U.S.). As a result, the total gross proceeds from the offering were $10-million (U.S.).
Each subscription receipt entitles UEC to receive, upon satisfaction of the escrow release conditions (as defined below) on or prior to 5 p.m. (Vancouver time) on March 31, 2026, or such other later date as may be specified by UEC in writing, one common share in the capital of the company, without payment of additional consideration and without further action on the part of UEC. The company requires the approval of the TSX Venture Exchange of the participation of Uranium Energy through its wholly owned subsidiary, UEC, in the concurrent offering and, pursuant to the policies of the TSX-V, the approval of the disinterested shareholders of the company of Uranium Energy as a control person of the company (as such term is defined by the policies of the TSX-V) by at least a simple majority of the votes cast at a special meeting of shareholders of the company, excluding votes attached to common shares held by Uranium Energy and its associates and affiliates (as such terms are defined by the policies of the TSX-V). The company anticipates holding the special meeting on or about Feb. 27, 2026.
The company intends to use the net proceeds from the offering to finance capital commitments to the West Slope project, Velvet-Wood project, the Slick Rock project and Shootaring Canyon mill, and for general corporate purposes and working capital.
Uranium Energy's participation in the concurrent offering through its wholly owned subsidiary, UEC, and Corey Dias's participation in the LIFE offering, for 44,882 LIFE shares and gross proceeds of $200,173.72 (U.S.), constitutes a related party transaction within the meaning of TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the 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 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 involves the related parties, exceeds 25 per cent of the company's market capitalization. However, pursuant to the policies of the TSX-V, the company will seek the approval of the disinterested shareholders of the company of Uranium Energy as a control person of the company (as such term is defined by the policies of the TSX-V) by at least a simple majority of the votes cast at the special meeting, excluding votes attached to common shares held by Uranium Energy and its associates and affiliates (as such terms are defined by the policies of the TSX-V).
The company did not pay finders' fees or commissions in connection with the offering.
Early warning disclosure
Uranium Energy, which is the company's largest shareholder, is providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws: Through its wholly owned subsidiary, UEC, Uranium Energy, acquired ownership and control of 896,861 subscription receipts in the concurrent offering. Immediately prior to the acquisition, Uranium Energy had beneficial ownership, and control and direction of, a total of 4,978,877 common shares and 1,283,639 common share purchase warrants held through UEC, representing approximately 31.2 per cent of the outstanding common shares on a non-diluted basis and approximately 36.4 per cent of the outstanding common shares on a partially diluted basis after assuming the exercise of all common share purchase warrants beneficially owned by Uranium Energy. Immediately after the acquisition, Uranium Energy had beneficial ownership, and control and direction of, a total of 4,978,877 common shares, 1,283,639 common share purchase warrants and 896,861 subscription receipts held through UEC, representing approximately 28.8 per cent of the outstanding common shares on a non-diluted basis and approximately 36.8 per cent of the outstanding common shares on a partially diluted basis after assuming the exercise of all common share purchase warrants and conversion of all subscription receipts held, directly or indirectly, by Uranium Energy.
The subscription receipts were acquired by UEC for investment purposes. Uranium Energy will continue to monitor the business, prospects, financial condition and potential capital requirements of Anfield. Depending on its evaluation of these and other factors, Uranium Energy may from time to time in the future decrease or increase, directly or indirectly, its ownership, control or direction over securities of Anfield through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1 -- Required Disclosure Under Early Warning Requirements.
Uranium Energy has filed an early warning report under Anfield's profile at SEDAR+ in connection with the acquisition under National Instruments 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Requirements. To obtain more information or a copy of such report, please contact Josephine Man, chief financial officer, at jman@uraniumenergy.com.
The proportionate ownership figures of Uranium Energy above are based upon the number of common shares outstanding immediately after the offering disclosed by Anfield, being 17,288,115 common shares.
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 (AEC-Q), the TSX Venture Exchange (AEC-V) and the Frankfurt Stock Exchange (0AD).
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