Anfield Energy Inc.
(TSX.V: AEC; OTCQB: ANLDF; FRANKFURT:
0AD) (“Anfield” or “the Company”) announces an update to
the proposed plan of arrangement (the “Arrangement”) between the
Company and IsoEnergy Ltd., which was approved at the Company’s
special meeting of shareholders held on December 3, 2024.
Further to the Company’s news release dated
December 10, 2024, the Company appeared before the BC Supreme Court
(the “Court”) on Monday, December 9 and Friday, December 13 seeking
the Court’s final order to the Arrangement. Uranium Energy Corp.
(“UEC”), a shareholder of Anfield, opposed the granting of the
Final Order and appeared at the hearing. During the afternoon of
the second day of the hearing, UEC submitted to the Court a letter
addressed to the Company offering to purchase 107,142,857 common
shares of the Company at a price of $0.14 per share for total
proceeds of $15,000,000 (the “UEC Financing Letter”). The UEC
Financing Letter stated the following:
“…we confirm that we are offering to subscribe
for 107,142,857 common shares of Anfield (the “Anfield Shares”) at
a price of C$0.14 per share.”
“We are in a position to close this offer within
one business day of acceptance. This offer is not subject to any
due diligence condition….”
“There is only one condition to this offer,
being the Arrangement be terminated in accordance with its terms
and the offering be completed on or before December 31, 2024.”
At the end of the hearing the judge adjourned
the Company’s application and ordered disclosure of the UEC
Financing Letter by way of press release and further ordered the
Company to hold a new shareholders’ meeting to approve the
Arrangement following public disclosure of the UEC Financing
Letter.
Pursuant to the terms of the Arrangement
Agreement, the Company is unable to complete any equity financings
or to discuss any proposals regarding equity financings, including
the UEC Financing Letter, with any party. The UEC Financing Letter
is not a Superior Proposal under the terms of the Arrangement
Agreement and should not be viewed as such. UEC has
advised the Court that the UEC Financing Letter is not a Superior
Proposal as that term is defined in the Arrangement Agreement.
Under the terms of the Arrangement Agreement,
the outside date for completion of the Arrangement is December 31,
2024. If the Arrangement is not completed by such date IsoEnergy or
Anfield may terminate the Arrangement Agreement. Under the terms of
the bridge loan that IsoEnergy provided to Anfield in connection
with the proposed Arrangement, the loan becomes immediately due and
payable upon the termination of the Arrangement Agreement.
Anfield will be appealing the Court’s ruling and
will request that the appeal be heard on an expedited basis prior
to December 31, 2024. Anfield continues to believe that the
Arrangement represents compelling value for all Anfield
shareholders and will provide further details regarding next steps
as soon as it is able.
About
Anfield
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).
On behalf of the Board of Directors
ANFIELD ENERGY INC. Corey Dias, Chief Executive
Officer
Contact:
Anfield
Energy, Inc. Corey Dias,
Chief Executive Officer Clive Mostert, Corporate Communications
780-920-5044contact@anfieldenergy.com www.anfieldenergy.com
Neither the 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 news release. No securities
regulatory authority has either approved or disapproved of the
contents of this news release.
None of the securities to be issued pursuant to
the Arrangement have been or will be registered under the United
States Securities Act of 1933, as amended (the “U.S.
Securities Act“), or any state securities laws, and any
securities issuable in the Arrangement are anticipated to be issued
in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
Cautionary Note Regarding Forward-Looking
Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. These forward-looking statements or information may
relate to the Arrangement, including statements with respect to the
timing of the appeal, satisfaction of conditions and timing for the
completion of the Arrangement and availability of the exemption
under Section 3(a)(10) of the U.S. Securities Act with respect to
the securities issuable in the Arrangement and any other
activities, events or developments that the companies expect or
anticipate will or may occur in the future.
Forward-looking statements are necessarily based
upon a number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to,
assumptions that the timing of the appeal will occur as
anticipated, that the conditions to closing of the Arrangement will
be satisfied or waived and that the exemption under Section
3(a)(10) of the U.S. Securities Act with respect to the securities
issuable in the Arrangement will be available. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information.
Such statements represent the current views of
the Company with respect to future events and are necessarily based
upon a number of assumptions and estimates that, while considered
reasonable by the Company, are inherently subject to significant
business, economic, competitive, political and social risks,
contingencies and uncertainties. Risks and uncertainties include,
but are not limited to the following: that the hearing of the
appeal and the closing of the Arrangement may not occur on the
anticipated timeline; that the closing conditions of the
Arrangement may not be satisfied or waived; and that the parties to
the Arrangement may be unable to rely on the exemption under
Section 3(a)(10) of the U.S. Securities Act with respect to the
securities issuable in the Arrangement. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
Anfield Energy (TSXV:AEC)
過去 株価チャート
から 11 2024 まで 12 2024
Anfield Energy (TSXV:AEC)
過去 株価チャート
から 12 2023 まで 12 2024