Anfield arranges $14-million of private placements

Executive Summary

• Anfield Energy Inc. announced a combined financing raising up to $14 million through two concurrent non-brokered private placements.
• The first tranche involves a Listed Issuer Financing Exemption (LIFE) offering of up to 1.12 million common shares at $6.25 per share for up to $7 million in gross proceeds.
• The second tranche is a concurrent private placement with Uranium Energy Corp. for up to 1.12 million subscription receipts at $6.25 per receipt for up to $7 million in gross proceeds, which will convert into common shares upon satisfaction of escrow release conditions.

Key Details

• Total Gross Proceeds: Up to $14 million ($7 million from LIFE shares + $7 million from subscription receipts).
• LIFE Offering Terms:
  • Instrument: Common shares ("LIFE shares").
  • Quantity: Up to 1.12 million shares.
  • Price: $6.25 per share.
  • Exemption: Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106.
  • Hold Period: No hold period for Canadian subscribers; four months and a day for subscription receipts issued in the concurrent offering.
• Concurrent Offering (Uranium Energy Corp.):
  • Counterparty: Uranium Energy Corp.
  • Instrument: Subscription receipts.
  • Quantity: Up to 1.12 million receipts.
  • Price: $6.25 per receipt.
  • Conversion Terms: Each receipt entitles Uranium Energy to receive one common share without additional consideration upon satisfaction of escrow release conditions on or prior to March 31, 2026 (or mutually agreed date).
  • Regulatory Approvals Required:
    • TSX Venture Exchange (TSX-V) approval for Uranium Energy's participation.
    • Approval of disinterested shareholders at a special meeting (simple majority of votes cast, excluding Uranium Energy and affiliates) to approve Uranium Energy as a control person.
  • Related Party Transaction: Constitutes a related party transaction under TSX-V Policy 5.9 and MI 61-101. The company relies on exemptions from formal valuation and minority shareholder approval requirements of MI 61-101 as the transaction value is not expected to exceed 25% of market capitalization.
• Use of Proceeds: To finance capital commitments to the West Slope project, Velvet-Wood project, Slick Rock project, and Shootaring Canyon mill, plus general corporate purposes and working capital.
• Closing Date: Expected on or about December 31, 2025, subject to customary closing conditions including regulatory approvals from TSX-V and Nasdaq Capital Market LLC.
• Finder’s Fees: The company may elect to pay finders' fees to eligible parties who introduced subscribers, determined via negotiation in accordance with TSX-V policies.