Anfield Energy amends private placement

Executive Summary

• Anfield Energy Inc. has amended the terms of its previously announced non-brokered private placement, increasing the total expected gross proceeds to up to $10 million (U.S.).
• The offering now consists of two components: a Listed Issuer Financing (LIFE) offering of up to $6 million in common shares and a concurrent non-brokered private placement of subscription receipts with Uranium Energy Corp. for up to $4 million.
• The net proceeds are intended to finance capital commitments for the West Slope, Velvet-Wood, and Slick Rock projects, as well as the Shootaring Canyon mill, and for general corporate purposes.

Key Details

• LIFE Offering Structure:
  • Up to 1,345,292 common shares issued under the listed issuer financing exemption (NI 45-106 Part 5A).
  • Price: $4.46 (U.S.) per share.
  • Gross Proceeds: Up to $6,000,000 (U.S.).
  • Hold Period: No hold period for Canadian subscribers under applicable securities laws.
• Concurrent Private Placement (Uranium Energy Corp.):
  • Uranium Energy Corp. intends to subscribe for up to 896,861 subscription receipts.
  • Price: Same issue price as the LIFE offering.
  • Gross Proceeds: Up to $4,000,000 (U.S.).
  • Total Gross Proceeds: Up to $10,000,000 (U.S.).
• Subscription Receipt Terms:
  • Each receipt entitles the holder to receive one common share upon satisfaction of escrow release conditions.
  • Release Date: On or prior to 5 p.m. Vancouver time on March 31, 2026 (or later date specified by Uranium Energy).
  • Additional Consideration: None required for the share issuance upon release.
  • Hold Period: Four months and a day under applicable Canadian securities laws.
• Regulatory and Shareholder Approvals:
  • Requires approval from the TSX Venture Exchange (TSX-V) and Nasdaq Capital Market LLC.
  • Requires approval of disinterested shareholders of Anfield Energy for Uranium Energy as a control person by a simple majority at a special meeting (excluding votes held by Uranium Energy and affiliates).
  • Relies on exemptions from formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, as the transaction value is not expected to exceed 25% of the company's market capitalization.
• Use of Proceeds:
  • Capital commitments to the West Slope project.
  • Capital commitments to the Velvet-Wood project.
  • Capital commitments to the Slick Rock project.
  • Capital commitments to the Shootaring Canyon mill.
  • General corporate purposes and working capital.
• Closing:
  • Expected on or about December 31, 2025, subject to customary closing conditions and mutual agreement regarding the concurrent offering.
• Finder’s Fees:
  • The company may elect to pay finders' fees to eligible parties introducing subscribers, determined via negotiation in accordance with TSX-V policies.

Notable Quotes

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