Mr. Corey Dias of Anfield reports
ANFIELD ENERGY INC. ANNOUNCES MAILING AND FILING OF CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ARRANGEMENT WITH ISOENERGY LTD.
Anfield Energy Inc. has filed its notice of meeting of shareholders, management information circular and related documents with securities regulators in connection with the special meeting of holders of Anfield common shares. The meeting materials have also been mailed to shareholders. The meeting will take place on Dec. 3, 2024, at 10 a.m. (Vancouver time) in accordance with an interim order of the Supreme Court of British Columbia (the court) obtained on Oct. 31, 2024. The circular and related materials have also been filed on Anfield's website.
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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 cut-off of 10 a.m. (Vancouver time) on Nov. 29, 2024.
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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 e-mail at assistance@laurelhill.com.
The purpose of the meeting is for shareholders to vote on a special resolution to approve the proposed arrangement with IsoEnergy Ltd.
As previously announced, on Oct. 1, 2024, Anfield entered into a definitive agreement pursuant to which IsoEnergy will acquire all of the issued and outstanding common shares of Anfield by way of a court-approved plan of arrangement. Under the terms of the arrangement, Anfield shareholders will receive 0.031 of a common share of IsoEnergy for each Anfield share held. Existing shareholders of IsoEnergy and Anfield will own approximately 83.8 per cent and 16.2 per cent 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 10.3 cents per Anfield share, based on the closing price of the ISO shares over all Canadian exchanges on Oct. 1, 2024. Based on each company's 20-day volume weighted average trading price over all Canadian exchanges for the period ending Oct. 1, 2024, the exchange ratio implies a premium of 32.1 per cent 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 66.67 per cent 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
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Immediate and attractive premium;
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Exposure to a larger, more diversified portfolio
of high-quality uranium exploration, development and near-term production assets in Tier 1 jurisdictions of the United States, Canada and Australia;
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Entry into the Athabasca basin, a leading uranium jurisdiction, with the high-grade Hurricane deposit;
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Upside from an accelerated path to potential production
as well as from synergies with IsoEnergy's other Utah uranium assets;
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A combined company backed by corporate and institutional investors of IsoEnergy
including, NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd. and uranium ETFs (exchange-traded funds);
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Participation in a larger platform with greater scale for M&A (mergers and acquisitions);
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Increased scale expected to provide greater access to capital, trading liquidity and research coverage;
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Support of Anfield directors, senior officers and major shareholder.
The transaction was unanimously recommended by a committee of independent members of Anfield's board of directors. 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 a.m. (Vancouver time) on Nov. 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.
Shareholder questions and voting assistance
Shareholders who have questions about voting their shares may contact the company's proxy solicitation agent and shareholder communications adviser, 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 United States)
By e-mail: assistance@laurelhill.com
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), the OTCQB Marketplace (ANLDF) and the Frankfurt Stock Exchange (0AD).
About IsoEnergy
Ltd.
IsoEnergy is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the United States 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 standby, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.
We seek Safe Harbor.
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