Anfield Energy to acquire engineering firm

Executive Summary

• Anfield Energy Inc. has signed a definitive stock purchase agreement to acquire BRS Inc., a uranium-focused engineering and consulting firm, to integrate its technical expertise in-house.
• The acquisition involves a total cash consideration of $5 million USD payable to Douglas L. Beahm, PE, PG, the Chief Operating Officer of Anfield and founder of BRS, over a three-year period.
• The move is intended to streamline project execution, reduce third-party costs, and accelerate the company's path to uranium and vanadium production, specifically supporting the Shootaring Canyon mill restart and conventional asset advancement.

Key Details

• Transaction Structure: Definitive stock purchase agreement to acquire BRS Inc.
• Counterparty: Douglas L. Beahm, PE, PG (Chief Operating Officer of Anfield and founder/leader of BRS).
• Target Company: BRS Inc., a Wyoming-based firm specializing in uranium-focused engineering, mine development, construction management, and geology consulting.
• Consideration: Total cash payments totaling $5 million USD to Mr. Beahm, structured as follows:
  • $1.5 million USD payable on closing.
  • $1.5 million USD payable on the first anniversary of closing.
  • $2 million USD payable on the second anniversary of closing.
• Securities Issuance: No securities of Anfield are issuable in connection with the closing.
• Finder’s Fees: No finder’s fees payable to any third party.
• Regulatory Status: The acquisition constitutes a related party transaction under Multilateral Instrument 61-101. It is exempt from valuation and minority shareholder approval requirements as the consideration does not exceed 25% of the company's market capitalization.
• Conditions Precedent: Completion is subject to customary closing deliverables and receipt of required regulatory approvals.
• Strategic Rationale:
  • Integration of BRS’s 50+ years of experience in uranium exploration, ISR operations, and resource estimation.
  • Elimination of external engineering consulting delays and costs.
  • Support for the "hub and spoke" strategy centered on the Shootaring Canyon mill.
  • Potential for new service lines, such as turnkey development options for toll-mill partners.
• Personnel: Mr. Beahm remains as Chief Operating Officer and principal engineer; the BRS team joins Anfield in-house.

Notable Quotes

• Corey Dias, CEO: "The integration of BRS represents a transformative step for Anfield... By bringing this world-class expertise fully in-house, we streamline project execution, reduce third party costs and accelerate our path to uranium production."
• Douglas L. Beahm, COO: "Joining Anfield full-time will allow us at BRS to apply our proven track record directly to one of the most promising uranium portfolios in the U.S. We are excited to facilitate faster resource upgrades, optimized mine plans and seamless permitting..."