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Transaction Highlights
VANCOUVER, British Columbia, April 21, 2022 (GLOBE NEWSWIRE) -- Anfield Energy Inc. (TSX.V: AEC; OTCQB: ANLDF; FRANKFURT: 0AD) (“Anfield” or the “Company”) is pleased to announce that it has entered into definitive agreements dated April 19, 2022 which will position the Company as a uranium and vanadium development company solely focused in the Southwest United States. Anfield has entered into a settlement agreement with Uranium Energy Corp (“UEC”) respecting US$18.34 million which was owed to Uranium One Americas, Inc. (“U1A”) and is 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”).
The Transactions will result in Anfield acquiring the past-producing Slick Rock uranium and vanadium property (“Slick Rock”) from UEC, which holds a historical inferred resource2 of 11.6 million lbs U3O8 and 69.6 million lbs V2O5 (2.549 million tons at an average grade of 0.228% U3O8 and 1.37% V2O5). Slick Rock is located adjacent to the Company’s West Slope project in the Uravan Mineral Belt of Colorado, consolidating properties in a prolific and historic uranium mining region. In exchange for Slick Rock, UEC will acquire Anfield’s in-situ recovery (“ISR”) uranium property interests in Wyoming.
Corey Dias, CEO of Anfield, stated: “Today marks a truly significant development for Anfield: we are fully eliminating our current debt, enlarging and consolidating our conventional uranium and vanadium assets near our Shootaring Canyon Mill – one of only three licensed, permitted and constructed conventional uranium mills in the United States – welcoming UEC as a cornerstone investor, and fully controlling the development and future operation of our assets. While Anfield’s total uranium endowment will remain roughly unchanged as a result of the Property Swap, Anfield now holds assets which can be processed through its wholly-owned mill, eliminating any reliance upon third-party processing. Finally, our vanadium resources will increase, giving Anfield a significant position in the vanadium sector in the United States.”
Transaction Details
The terms of the Debt Settlement provide that, in exchange for full settlement of the Indebtedness, comprised of a promissory note valued at approximately US$13.34 million (including principal and accrued interest up to the date hereof) and outstanding asset acquisition payments of US$5.00 million, Anfield will pay to UEC approximately US$9.17 million in cash and issue to UEC approximately US$9.17 million of value in Units of Anfield (the “Debt Units”) to be issued at the Issue Price (as hereinafter defined) of the concurrent equity financing described below. The shares of Anfield underlying the Debt Units will be subject to certain resale restrictions limiting the daily volume of any sales, in addition to a statutory four-month hold period from the date of issuance.
Pursuant to the terms of the Property Swap, Anfield will acquire UEC’s interest in the Slick Rock uranium-vanadium property located in San Miguel County, Colorado, in exchange for UEC acquiring Anfield’s ISR uranium asset portfolio in Wyoming, which includes the Charlie project located in the Pumpkin Buttes uranium district of Johnson County, Wyoming, along with earlier stage properties in Wyoming, including one project in the Black Hills, seven projects in the Great Divide Basin, one project in the Laramide Basin, nine projects in the Powder River Basin, two projects in the Shirley Basin and four projects in the Wind River Basin.
Slick Rock Project
Slick Rock is located in a robust uranium mining region in Colorado, within the historic Uravan Mineral Belt and at the intersection of two major mineral trends. Uranium and vanadium were produced historically at the Burro Mine within the Slick Rock property package between 1957 and 1983, and future exploration targets continue to focus on the down-dip extensions of the Burro and Sunday-Carnation mineral trends. The property was the subject of a preliminary economic assessment in 2014. Once the acquisition of Slick Rock has been completed, Anfield expects to focus its development efforts at Slick Rock in combination with its adjacent West Slope project with a view to creating a long-term uranium and vanadium production pipeline in Colorado.
Following completion of the Transactions, UEC will become a significant strategic shareholder of Anfield holding approximately 16% of the shares of Anfield on an outstanding basis. For so long as UEC holds at least 10% of Anfield’s shares on an outstanding basis, UEC will have the right to appoint one director to the Board of Directors of Anfield and will have a participation right to maintain its pro rata share ownership in any future private or public financings by Anfield. The Transactions are subject to customary closing conditions, including approval by the TSX Venture Exchange (the “Exchange”).
Equity Financing
In conjunction with the Transactions, Anfield has concurrently entered into an agreement with Haywood Securities Inc. (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase, on a bought deal private placement basis, 100,000,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of C$0.12 per Subscription Receipt on a pre-Consolidation (as hereinafter defined) basis (the “Issue Price”) for gross proceeds to the Company of C$12,000,000 (the “Offering”).
The Company has additionally granted the Underwriter an over-allotment option exercisable, in whole or in part, at the sole discretion of the Underwriter, to purchase up to an additional number of Subscription Receipts equal to 15% of the Subscription Receipts sold pursuant to the Offering at the Issue Price for a period of up to 48 hours prior to the closing of the Offering.
The net proceeds of the Offering are anticipated to 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 will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into by the Company, the Underwriter and a licensed Canadian trust company as subscription receipt agent (the “Escrow Agent”) to be agreed upon. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% of the Underwriter’s 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 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 on a pre-Consolidation basis for a period of 60 months from the closing of the Offering. If the Escrow Release Conditions have not been satisfied on or prior to the date that is 90 days after the closing date of the Offering, the Escrow Agent shall return the Escrowed Funds, including any interest earned thereon, to the holders of Subscription Receipts on a pro rata basis.
Closing of the Offering is expected to occur on or about May 12, 2022 and is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the Exchange.
The Subscription Receipts to be issued under the Offering will be 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. The Subscription Receipts and the common shares, Warrants and Warrant Shares underlying the Subscription Receipts and the Warrants, respectively, will be subject to a statutory four-month hold period in accordance with Canadian securities legislation.
Consolidation
In connection with the Transactions, the Company intends to complete a consolidation of its common share capital on a one-for-ten basis (the “Consolidation”). If the Consolidation is completed prior to conversion of the Subscription Receipts, the number of Units to be received and the exercise price of the Warrants will be adjusted accordingly.
Advisors and Counsel
Haywood Securities Inc. is acting as financial advisor and Cassels Brock & Blackwell LLP is acting as legal counsel to Anfield with respect to the Transactions.
Qualified Persons
Douglas L. Beahm, P.E., P.G., principal engineer at BRS Inc., is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical content of this news release.
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). 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.
Technical Disclosure
Table 1. Anfield’s existing conventional uranium-vanadium project portfolio resources.
| Project | Location | Classification | Tons (kt) | UraniumGrade(% U3O8) | Contained Uranium(Mlbs U3O8) | VanadiumGrade(% V2O5) | Contained Vanadium(Mlbs V2O5) | ||
| Velvet-Wood | Utah | M & I | 811 | 0.29 | % | 4.6 | - | - | |
| Inferred | 87 | 0.32 | % | 0.6 | - | - | |||
| West Slope | Colorado | Indicated | 1,367 | 0.197 | % | 5.4 | - | - | |
| Inferred | 1,367 | - | - | 0.984 | % | 26.9 | |||
| Historic* | 630 | 0.31 | % | 3.9 | 1.59 | % | 20.0 | ||
| Frank M | Utah | Historic* | 1,137 | 0.101 | % | 2.3 | - | - | |
| Findlay Tank | Arizona | Historic* | 211 | 0.226 | % | 1.0 | - | - | |
* The Company’s Qualified Person has not done sufficient work to classify these historic estimates as current mineral resources and Anfield is not treating such historical resources as current mineral resources.
Velvet-Wood: The PEA for Velvet-Wood was authored by Douglas L. Beahm, P.E., P.G. Principal Engineer, of BRS Inc., Terence P. (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc. (May 31, 2016). Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with CIM standards. GT cut-off varies by locality from 0.25%-0.50%.
West Slope: NI 43-101 resource estimate for the JD-6, JD-7, JD-8 and JD-9 properties, completed by BRS Inc. (effective March 2022); Historic resource estimate for the SR-11, SR-13A, SM-18 N, SM-18 S, LP-21 and CM-25 properties, completed by Behre Dolbear for Cotter Corporation (August 2007). Indicated and Inferred resources using GT cut-off of 0.1 ft% eU3O8; historic resources using cut-off of 0.05% U3O8.
Frank M: Historic Technical Report for Frank M, prepared for Uranium One Americas, was authored by Douglas L. Beahm, P.E., P.G. Principal Engineer of BRS Inc., and Andrew C. Anderson, P.E., P.G. Senior Engineer/Geologist of BRS Inc., dated June 10, 2008. Frank M historic resource used a GT cut-off of 0.25%.
Findlay Tank: Historic Technical Report for Findlay Tank, prepared for Uranium One Americas, was authored by Douglas L. Beahm, P.E., P.G. Principal Engineer of BRS Inc., dated October 2, 2008. Findlay Tank historic resource used a grade cut-off of 0.05% eU3O8.
Table 2. Slick Rock historical project resources.
| Project | Location | Classification | Tons (kt) | UraniumGrade(% U3O8) | Contained Uranium(Mlbs U3O8) | VanadiumGrade(% V2O5) | Contained Vanadium(Mlbs V2O5) | ||
| Slick Rock | Colorado | Inferred | 2,549 | 0.228 | % | 11.6 | 1.37 | % | 69.6 |
Slick Rock: Historical resource estimate prepared by BRS Engineering, Inc. (effective April 2014). GT cut-offs range from 0.25%-0.50%
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 [email protected]www.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. 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 REGULATORY APPROVAL PROCESS, COMPETITIVE COMPANIES, 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’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.
________________________________1 Please refer to the technical disclosure in Tables 1 and 2 at the end of this release for full details of the tonnage, grade and contained pounds for each project.2 The Slick Rock historical resource estimate is disclosed in “Technical Report, Preliminary Economic Assessment, Slick Rock Project, Uranium/Vanadium Deposit, San Miguel County, Southwest Colorado, USA” prepared for UEC by BRS Inc. and dated April 8, 2014. The Company considers the resource estimate relevant as it will drive further development by the Company, and reliable, as it was completed by a competent Qualified Person to the standards of the time. The Slick Rock historical resource estimate is an inferred resource as defined in National Instrument 43-101. The Company is not aware of any more recent resource estimates. The Company will need to complete an independent Technical Report in compliance with current NI 43-101 and CIM requirements to bring the historic estimate current. The Company’s Qualified Person has not done sufficient work to classify the historic estimate as a current mineral resource and is not treating the historical estimate as a current mineral resource.
