GoviEX to enter reverse takeover of Tombador

Executive Summary

• GoviEX Uranium Inc. will complete a reverse takeover of Australian‑listed shell Tombador Iron Ltd., resulting in an ASX‑listed entity to be renamed Atomic Eagle Ltd.
• Post‑transaction, GoviEX shareholders will own ~75 % of the combined company and the cash balance is expected to be AU$19.4–24.4 million (including a concurrent AU$5–10 million financing).
• The deal brings a new board, strategic adviser from Matador Capital, and positions the combined company to advance the Muntanga uranium project in Zambia.

Key Details

• Transaction Structure: Tombador acquires 100 % of GoviEX Class A shares via court‑approved plan of arrangement (BC Business Corporations Act).
• Consideration: GoviEX shareholders receive 0.2534 fully paid ordinary Tombador share for each GoviEX share held.
• Ownership Post‑Close: GoviEX shareholders ~75 %; existing Tombador shareholders ~25 %.
• Cash Reserves: Tombador holds AU$10.4 million cash; concurrent financing of AU$5–10 million will raise total pro‑forma cash to AU$19.4–24.4 million.
• Share Count Reduction: From 1,022,062,190 GoviEX shares outstanding to ~345,315,243 combined shares after the arrangement.
• Board & Management: Daniel Major remains CEO of the combined company; Govind Friedland becomes chair; Grant Davey (Matador Capital) appointed strategic adviser; new non‑executive directors added.
• Rebranding: Combined entity will be renamed Atomic Eagle Ltd., reflecting a focus on uranium exploration.
• Regulatory & Closing Conditions: Requires Supreme Court of BC approval, GoviEX shareholder approvals (≥66⅔ % of votes cast), ASX and TSX‑V exchange approvals, and other customary conditions; targeted close early November 2025.
• Shareholder Meeting: GoviEX meeting scheduled for Oct. 24 2025 to vote on the arrangement; insiders holding 27.6 % of shares have voting support agreements.
• ASX Listing Resumption: Tombador was suspended Oct 11 2023; must hold a shareholder meeting by Oct 10 2025 and satisfy ASX requirements for reinstatement post‑transaction.
• Fairness Opinion: Stifel Canada issued a fairness opinion deeming the consideration fair to GoviEX shareholders.
• Legal Counsel: Norton Rose Fulbright (Canada), Galanopoulos & Co (Canada), Hamilton Locke (Australia) for GoviEX; Steinepreis Paganin (Australia), Farris LLP (Canada) for Tombador.
• Investor Call: GoviEX will host a conference call on Tue Aug 19 2025 at 4 p.m. GMT (9 a.m. PDT / 12 p.m. EDT); replay available two hours later.

Notable Quotes

• “This is a transformational transaction for GoviEX… a new capital structure, a refreshed board, new substantial shareholders, a cornerstone investor… and a strengthened balance sheet.” – Govind Friedland, Executive Chairman, GoviEX
• “Uranium is growing in importance… we welcome the opportunity to work with Govind Friedland and his team alongside the experienced leadership from Matador.” – Stephen Quantrill, Executive Director, Tombador

Materiality Assessment: Material – Positive (significant corporate restructuring, ASX listing, substantial cash infusion, and strategic positioning for uranium project development).