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Anfield Energy Inc
Symbol AEC
Shares Issued 1,034,229,633
Close 2025-01-14 C$ 0.09
Market Cap C$ 93,080,667
Recent Sedar Documents

Anfield Energy arranges $26.5-million in financings

2025-01-14 18:03 ET - News Release

Mr. Corey Dias reports

ANFIELD ANNOUNCES C$26.5 MILLION FINANCING; PLANS FOR US SENIOR EXCHANGE LISTING

Anfield Energy Inc. has entered into a subscription agreement dated Jan. 14, 2024, with Uranium Energy Corp. (UEC) whereby UEC has agreed to acquire 107,142,857 shares of Anfield at a price of 14 cents per share for gross proceeds of $15-million (the equity financing). In addition, Anfield also announces its intent to pursue a listing of its shares on a senior United States stock exchange. Finally, further to the company's press release dated Jan. 2, 2025, the company has terminated its proposed plan of arrangement dated Oct. 1, 2024, with IsoEnergy Ltd. To repay IsoEnergy's promissory note dated Oct. 1, 2024, Anfield has also entered into an indicative term sheet with Extract Advisors LLC, the company's existing lender, to increase the existing credit facility by an additional $8-million (U.S.).

Corey Dias, chief executive officer and director of Anfield, commented: "The company has evaluated its options with regard to moving Anfield towards uranium and vanadium production and, as confirmed by the board of directors, we see compelling value in the premium-priced $15-million UEC strategic equity financing. In addition to this proposed equity financing, Extract has agreed to increase its credit facility by $8-million (U.S.). This results in total financing of approximately $26.5-million and provides the company with significant runway to pursue, amongst, other things, a listing on a senior U.S. stock exchange, the continuing engagement of the State of Utah with regard to the radioactive materials licence upgrade and the company's Shootaring mill reactivation plan, the addition of key personnel to facilitate the advancement of both mines and mill, the completion of Velvet-Wood's plan of operations, the updating of Slick Rock's uranium and vanadium resource estimate (based on recent drill results), and the potential to apply for mine permits to reopen certain of the company's DOE leases."

Strategic equity financing

The equity financing is scheduled to close on or about Jan. 15, 2025, and is subject to the approval of the TSX Venture Exchange.

The shares to be issued under the equity financing will be subject to a hold period in Canada expiring four months and one day from the closing date.

Upon completion of the equity financing, UEC will own 203,415,775 common shares and 96,272,918 share purchase warrants of Anfield in aggregate, representing 17.8 per cent of Anfield on an outstanding basis and 24.2 per cent on a partially diluted basis. UEC has executed an undertaking with both the company and the TSX-V not to exercise such number of its warrants held to the extent that, upon exercise thereof, it would cause UEC to become a control person (as defined in the policies of the TSX-V) as at the date of the subscription without written approval of the exchange or unless disinterested Anfield shareholder approval is obtained.

Arrangement with IsoEnergy

Further to the company's press release dated Jan. 2, 2025, the company continues to believe that the case to be heard by the British Columbia Court of Appeal on Jan. 27 and Jan. 28, 2025, was strong. However, despite numerous efforts on the part of Anfield, IsoEnergy elected not to extend the arrangement beyond its Dec. 31, 2024, outside date. Under the terms of the arrangement, either party was able to unilaterally terminate the arrangement if it had not closed prior to the outside date. Additionally, IsoEnergy submitted an alternate joint venture proposal to Anfield on Jan. 8, 2025. This proposal was not viewed favourably by the board, and in any event was deemed inferior to the arrangement. Therefore, the board has determined that it is in the best interest of Anfield's shareholders to terminate the arrangement and proceed with the financings disclosed herein.

Regarding the continuing court actions between UEC and Anfield, the company will withdraw its appeal in the British Columbia Court of Appeal and will seek an appearance in front of Justice Weatherill in the British Columbia Supreme Court to withdraw its petition seeking court approval of the arrangement with IsoEnergy. With these withdrawals, the order that Anfield hold a new shareholder meeting will become moot.

Pursuant to the terms of the arrangement, Anfield has provided its written notice of termination to IsoEnergy. Concurrent with such termination, the $6-million promissory note with IsoEnergy that was entered into by Anfield in conjunction with the arrangement is now due. Anfield intends to provide notice to IsoEnergy that the promissory note and IsoEnergy's indemnity for up to $3-million (U.S.) in principal with respect to certain of Anfield's property obligations will be repaid and released immediately upon closing of the equity financing.

Credit facility amendment

Under the terms of the indicative credit facility term sheet, Extract shall provide Anfield with an additional loan of $8-million (U.S.) under the existing credit agreement between Anfield and Extract dated Sept. 26, 2023, as amended. The proceeds from the additional loan shall be used to repay IsoEnergy's promissory note and indemnity.

The credit facility will continue to have a maturity date of Sept. 26, 2028. The credit facility will continue to bear a coupon of the secured overnight financing rate (SOFR) plus 5 per cent per annum, payable semi-annually. Anfield, with written notice, may elect to capitalize the interest payable on the facility semi-annually, in arrears, at a rate of SOFR plus 7 per cent.

In connection with the credit facility, Anfield will issue 79.9 million share purchase warrants to Extract, with each such facility warrant entitling the holder thereof to acquire one common share of the company at an exercise price of 15 cents per share for a period ending on the maturity date. For so long as the credit facility remains outstanding, all proceeds from the exercise of the facility warrants by the lender shall be used to repay the principal amount of the credit facility. Extract has agreed, subject to the approval of the TSX-V, not to exercise such number of its warrants held to the extent that, upon exercise thereof, it would cause Extract or its affiliates to hold in excess of 20 per cent of the outstanding voting securities of Anfield.

Closing of the credit facility and the issuance of the facility warrants remain subject to the approval of the TSX-V.

Use of proceeds

Funds will be used to: 1) advance the reactivation plan for the Shootaring Canyon mill; 2) advance the plan of operations for the Velvet-Wood mine; 3) potentially seek out mine permits for certain DOE leases; 4) add key personnel to facilitate the advancement of both mines and mill; and 5) general corporate purposes, including the pursuit of a listing on a United States stock exchange.

Advisers

Haywood Securities Inc. is acting as financial adviser to Anfield.

About Anfield Energy Inc.

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).

We seek Safe Harbor.

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