Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT:
0AD) (“Anfield” or the
“Company”) is
pleased to announce that it has closed the previously announced
bought deal private placement offering of 125,000,000 subscription
receipts (the “
Subscription Receipts”) of the
Company at a price of C$0.12 (“
Issue Price”) per
Subscription Receipt for gross proceeds of C$15,000,000 (the
“
Offering”). The Offering was co-led by Haywood
Securities Inc. (“
Haywood”) and Red Cloud
Securities Inc. (together with Haywood, the
“
Underwriters”).
The Offering was conducted in connection with
the previously announced Transactions (defined below) of the
Company, which are aimed at positioning Anfield as a well-funded
uranium and vanadium development company solely focused in the
southwest United States.
As disclosed in the Company’s press release
dated April 21, 2022, Anfield has entered into a settlement
agreement with Uranium Energy Corp. (“UEC”) with
respect to US$18.34 million owed to Uranium One Americas, Inc. and
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”). It is anticipated
that the Transactions will close in early June, 2022.
The net proceeds of the Offering will 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 were issued pursuant
to a subscription receipt agreement (the “Subscription
Receipt Agreement”) entered into by the Company, Haywood,
on behalf of the Underwriters, and Computershare Trust Company of
Canada (the “Escrow Agent”). Pursuant to the
Subscription Receipt Agreement, the gross proceeds of the Offering
(less 50% of the Underwriter’s aggregate 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 TSX Venture 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 for a period of 60 months
from the closing date of the Offering (the “Closing
Date”). If the Escrow Release Conditions have not been
satisfied on or prior to the date that is 90 days after the Closing
Date, the Escrow Agent shall return the Escrowed Funds, including
any interest earned thereon, to the holders of Subscription
Receipts on a pro rata basis.
As consideration for the services provided by
the Underwriters in connection with the Offering, the Underwriters
received a cash fee equal to 6% of the aggregate gross proceeds of
the Offering (the “Cash Fee”), with 50% of the
aggregate Cash Fee paid at closing of the Offering, and the
remaining 50% to be paid to the Underwriters from the Escrowed
Funds. As additional consideration, the Underwriters were granted
compensation option receipts (the “Compensation Option
Receipts”) equal to 6% of the Subscription Receipts
issued. Upon the satisfaction or waiver of the Escrow Release
Conditions, each Compensation Option Receipt will be automatically
converted, without payment of any additional consideration or
further action on the part of the holder thereof, into a
non-transferrable compensation option (a “Compensation
Option”), which will entitle the Underwriters to purchase,
at an exercise price equal to the Issue Price, one common share of
the Company. The Compensation Options may be exercised at any time
and from time to time for a period of 24 months following the
Closing Date.
The Subscription Receipts were 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.
All securities issued in connection with the
Offering are subject to a statutory four-month hold period expiring
on September 13, 2022 in accordance with Canadian securities
legislation.
MI 61-101 Disclosure
The Offering constitutes a “related party
transaction” within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) as certain directors and officers of
the Company purchased an aggregate of 5,625,000 Subscription
Receipts. The Company has relied on 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 related party participation in 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 involved the related parties,
exceeded 25% of the Company's market capitalization (as determined
under MI 61-101). Further details will be included in a material
change report to be filed by the Company. The Company did not file
a material change report more than 21 days before the Closing Date
as the details and amounts of the insider participation were not
finalized until closer to closing and the Company wished to close
the Offering as soon as practicable for sound business reasons.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the Subscription
Receipts in the United States. The securities offered pursuant to
the Offering have not been and will not be registered under the
U.S. Securities Act, or any states securities laws and may not be
offered or sold within the United States except pursuant to an
available exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
About Anfield
Anfield is a uranium and vanadium development
and near-term production company that is committed to becoming a
top-tier energy-related metals 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).
Anfield is focused on its conventional asset centre, as summarized
below:
Arizona/Utah/Colorado – Shootaring Canyon Mill
A key asset in Anfield’s portfolio is the
Shootaring Canyon Mill in Garfield County, Utah. The Shootaring
Canyon Mill is strategically located within one of the historically
most prolific uranium production areas in the United States, and is
one of only three licensed uranium mills in the United States.
Anfield’s conventional uranium assets consist of
mining claims and state leases in southeastern Utah, Colorado, and
Arizona, targeting areas where past uranium mining or prospecting
occurred. Anfield’s conventional uranium assets include the
Velvet-Wood Project, the Frank M Uranium Project, the West Slope
Project, as well as the Findlay Tank breccia pipe. A NI 43-101 PEA
has been completed for the Velvet-Wood Project. The PEA is
preliminary in nature, and includes inferred mineral resources that
are considered too speculative geologically to have economic
considerations applied to them that would enable them to be
categorized as mineral reserves, and there is no certainty that the
preliminary economic assessment would be realized. All conventional
uranium assets are situated within a 200-mile radius of the
Shootaring Mill.
On behalf of the Board of DirectorsANFIELD
ENERGY INC.Corey Dias, Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contact:Anfield Energy Inc.Clive MostertCorporate
Communications780-920-5044contact@anfieldenergy.comwww.anfieldenergy.com
Safe Harbor Statement
THIS NEWS RELEASE CONTAINS “FORWARD-LOOKING
STATEMENTS”. STATEMENTS IN THIS NEWS RELEASE THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS AND INCLUDE ANY
STATEMENTS REGARDING BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS
REGARDING THE FUTURE.
EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED
HEREIN, MATTERS DISCUSSED IN THIS NEWS RELEASE CONTAIN
FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL
FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR
THAT INCLUDE SUCH WORDS AS “ESTIMATE,” “ANTICIPATE,” “BELIEVE,”
“PLAN” OR “EXPECT” OR SIMILAR STATEMENTS ARE FORWARD-LOOKING
STATEMENTS. IN PARTICULAR, THIS NEWS RELEASE CONTAINS
FORWARD-LOOKING INFORMATION PERTAINING TO THE FOLLOWING: THE USE OF
PROCEEDS FROM THE OFFERING, THE TIMING OF THE CLOSING OF THE
TRANSACTIONS, AND THE ABILITY TO OBTAIN THE NECESSARY REGULATORY
AUTHORITY AND APPROVALS IN CONNECTION WITH THE OFFERING AND THE
TRANSACTIONS.
RISKS AND UNCERTAINTIES FOR THE COMPANY INCLUDE,
BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH MINERAL
EXPLORATION, AND FUNDING AS WELL AS THE RISKS SHOWN IN THE
COMPANY’S MOST RECENT ANNUAL AND QUARTERLY REPORTS AND FROM
TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING THE
COMPANY. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH: SEEKING THE
CAPITAL NECESSARY TO COMPLETE THE PROPOSED TRANSACTION, THE TIMING
OF THE TRANSACTION, INCLUDING TIMING OF THE ESCROW RELEASE
CONDITIONS BEING MET, THE COMPANY’S ABILITY TO APPLY THE USE OF
PROCEEDS FROM THE OFFERING AS ANTICIPATED, FUTURE CAPITAL
REQUIREMENTS AND THE COMPANY’S ABILITY AND LEVEL OF SUPPORT FOR ITS
EXPLORATION AND DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE
THAT THE COMPANY WILL BE ABLE TO COMPLETE THE PROPOSED TRANSACTION,
THAT THE COMPANY WILL OBTAIN REGULATORY APPROVALS REQUIRED FOR THE
TRANSACTION OR THE OFFERING, OR THAT THE COMPANY’S EXPLORATION
EFFORTS WILL SUCCEED OR THE COMPANY WILL ULTIMATELY ACHIEVE
COMMERCIAL SUCCESS. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF
THE DATE OF THIS NEWS RELEASE, AND THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS, OR TO UPDATE
THE REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN
THE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT
THE BELIEFS, PLANS, EXPECTATIONS AND INTENTIONS CONTAINED IN THIS
NEWS RELEASE ARE REASONABLE, THERE CAN BE NO ASSURANCE THOSE
BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS WILL PROVE TO BE
ACCURATE. INVESTORS SHOULD CONSIDER ALL OF THE INFORMATION SET
FORTH HEREIN AND SHOULD ALSO REFER TO THE RISK FACTORS DISCLOSED IN
THE COMPANY’S PERIODIC REPORTS FILED FROM TIME-TO-TIME.
THIS NEWS RELEASE HAS BEEN PREPARED BY
MANAGEMENT OF THE COMPANY WHO TAKES FULL RESPONSIBILITY FOR ITS
CONTENTS.
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