Energy Fuels Inc. entered into a binding agreement to acquire Base Resources Limited for AUD 0.3 million.
April 20, 2024
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Energy Fuels Inc. (TSX:EFR) entered into a binding agreement to acquire Base Resources Limited (ASX:BSE) for AUD 0.3 million on April 21, 2024. Base Resources shareholders will receive 0.0260 Energy Fuels common shares plus an unfranked special dividend of AUD 0.065 payable by Base Resources for each Base Resources share held, implying an offer price of AUD 0.302 per share and total equity value for Base Resources of AUD 375 million. The deed includes includes certain circumstances in which a break fee of $2.4 million (approximately AUD 3.7 million) would be payable to Energy Fuels, or a reverse break fee of also $2.4 million (approximately AUD 3.7 million). The combined group will retain Base Resources? proven leadership team, who will continue to oversee the development and operation of the Toliara Project and the completion of operations and closure of Kwale Operations, as well as the progression of other mineral sands and rare earths interests of the combined group. Subject to satisfaction of all necessary regulatory requirements, one existing Base Resources Director nominated by Base Resources will be invited to join the Board of the combined group upon implementation of the scheme. The transaction is unanimously recommended by Base Resources Board and each Director intends to vote all the Base Resources shares held by or on behalf of them in favour of the scheme. The transaction is conditional upon Base Resources shareholder approval, the Independent Expert concluding that the Scheme is in the best interests of Base Resources shareholders, approval by the Federal Court of Australia, no Base Resources or Energy Fuels material adverse change or prescribed events, approval by Australia?s Foreign Investment Review Board, the Competition Authority of Kenya and Malagasy Competition Council, certain other regulatory approvals including necessary NYSE and TSX listing approvals and a U.S. Securities Act exemption for the share consideration and other customary conditions. The transaction is expected to close in mid August 2024.
Azure Capital Pty Ltd. is acting as the financial advisor and Herbert Smith Freehills is acting as the legal advisor to Base Resources Limited (ASX:BSE). Energy Fuels has engaged BMO Capital Markets and SCP Resource Finance as its financial advisers, and Dentons Canada LLP as its Canadian legal advisor, John Mollard of Dentons Australia Limited as its Australian legal advisor and Dorsey & Whitney LLP as its U.S. legal advisor.
Base Resources Limited is an Australia-based mineral sands producer and developer. The Company operates the Kwale Operation in Kenya, which produces a suite of mineral sands products, namely ilmenite, rutile, and zircon. It is also developing the Toliara Project in Madagascar and conducting an exploration program in Tanzania. Its segments include Kwale Operation, Toliara Project, and Other. The Kwale Operation segment includes its 100% owned Kwale Operation located in Kenya and engaged in the sale of rutile, ilmenite, and zircon. The Kwale Operation features a high-grade ore body with a high value mineral assemblage, rich in rutile. Its products from Kwale Operation are transported to the Companyâs own Likoni Port facility, located inside Mombasa Port, for export to customers. The Toliara Project is in south-west Madagascar, about 45 kilometers (km) north of the regional town and port of Toliara. The Toliara Project is underpinned by the high grade, ilmenite rich, Ranobe deposit.