AIM
and Media Release
13 September 2024
Base
Resources Limited
Scheme
becomes effective
Base
Resources Limited (ASX &
AIM: BSE) (Base
Resources) is
pleased to advise that earlier today Base Resources lodged with the
Australian Securities & Investments Commission
(ASIC)
a copy of the orders made by the Federal Court of Australia (Court)
approving the scheme of arrangement under which a wholly owned
subsidiary of Energy Fuels Inc. (Energy
Fuels) will
acquire 100% of the shares in Base Resources (Scheme).
A copy of
the Court orders lodged with ASIC is attached to this
announcement.
The Scheme
is now legally effective, and it is expected that Base Resources
shares will be suspended from trading on AIM from the commencement
of trading on AIM today, 13 September
2024.
Special
Dividend
On
26 August 2024, Base Resources
announced that the Board had determined to pay a Special Dividend
of AUD 6.5 cents per Base Resources
share.
With the
Scheme now effective, the Special Dividend is unconditional.
This
dividend will be unfranked.
The
Special Dividend Record Date for Base Resources
DI Holders
will be 6.00pm (London time) on 18
September 2024, and will be paid on 1
October 2024.
Scheme
Consideration
Under the
Scheme, Base Resources shareholders and Base Resources
DI Holders
(other than ineligible foreign shareholders and electing small
shareholders, see details below) will be entitled to receive the
Scheme Consideration of 0.0260 Energy Fuels shares for each Base
Resources share held at the Scheme Record Date, being 6.00pm (London
time) on 20 September 2024 for Base
Resources DI Holders.
Ineligible
foreign shareholders and electing small shareholders will not
receive Energy Fuels shares under the Scheme. Instead,
the Energy Fuels Shares that would otherwise have been issued to
the ineligible foreign shareholder or electing small shareholder
will be allotted to the sale agent for sale on the TSX and
NYSE. Energy
Fuels will procure, as soon as reasonably practicable after the
Implementation Date (and in any event within 30 days after the
Implementation Date) that the sale agent sells or procures the sale
of those Energy Fuels Shares in the ordinary course of trading on
the TSX or the NYSE and in such manner, at such price and on such
other terms as the sale agent reasonably determines
(Sale
Facility).
Ineligible
foreign shareholders and electing small shareholders will receive
their pro-rata proportion of the net cash proceeds realised from
the sale of those Energy Fuels shares (after deducting reasonable
brokerage and other selling costs, taxes and charges). Further
details are set out in Section 10.6 of the Scheme
Booklet.
Base
Resources DI Holders are reminded that small shareholders (being
those holding 350,000 Base Resources DIs or fewer at the Scheme
Record Date) may elect to have all, but not some, of the new Energy
Fuels Shares they are entitled to allotted to the sale agent and
sold through the Sale Facility (as described
above).
For a Base
Resources DI Holder that is a small shareholder to make an election
to participate in the Sale Facility, they must provide an election
instruction through CREST by following the instructions set out in
Annexure 2 of the Scheme Booklet. The deadline for receipt of CREST
election instructions by the Depositary is 1.00pm (London
time) on 18 September
2024.
Timetable
The
remaining key dates for the Scheme are set out below.
|
Event
|
Date
|
|
Effective
Date and last day of trading of Base Resources shares, with trading
of Base Resources Shares on ASX suspended from close of trading on
ASX and trading of Base Resources DIs to be suspended from
commencement of trading on AIM
|
13
September 2024
|
|
Special
Dividend Record Date
|
18
September 2024 (6.00pm London time for Base Resources DI
Holders)
|
|
Latest
time and date for receipt of elections via CREST for Small
Shareholders that are Base Resources DI Holders
|
18
September 2024
(1.00pm
London time)
|
|
Scheme
Record Date
|
20
September 2024 (6.00pm London time for Base Resources DI
Holders)
|
|
Special
Dividend Payment Date
|
1 October
2024
|
|
Implementation
Date
|
2 October
2024
|
|
New Energy
Fuels shares commence trading
|
2 October
2024
|
|
Delisting
of Base Resources from ASX and AIM
|
3 October
2024
|
Base
Resources will provide updates of any material developments in
relation to the Scheme as the timetable progresses.
Scheme
information line
If you
have any questions in relation to the Scheme, please contact the
Base Resources Scheme information line on 1300 271 804 (within
Australia) and +61 3 9938 4380
(outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday, excluding
public holidays.
ENDS.
For
further information contact:
|
Australian
Media Relations
|
UK Media
Relations
|
|
Sodali
& Co
|
Tavistock
Communications
|
|
Cameron
Gilenko and Michael Weir
|
Jos Simson
and Gareth Tredway
|
|
Tel: +61 8
6160 4900
|
Tel: +44
207 920 3150
|
This
release has been authorised by the Base Resources Disclosure
Committee.
About
Base Resources
Base
Resources is an Australian based, African focused, mineral sands
producer and developer with a track record of project delivery and
operational performance.
The
Company operates the established Kwale Operations in Kenya and is developing the Toliara Project in
Madagascar.
Base
Resources is an ASX and AIM listed company.
Further
details about Base Resources are available at
www.baseresources.com.au.
PRINCIPAL
& REGISTERED OFFICE
Level 3,
46 Colin Street
West Perth, Western
Australia, 6005
Email:
info@baseresources.com.au
Phone: +61
8 9413 7400
Fax: +61 8
9322 8912
NOMINATED
ADVISER & JOINT BROKER
Canaccord
Genuity Limited
James Asensio / Raj Khatri / George
Grainger
Phone: +44
20 7523 8000
JOINT
BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: +44
20 3207 7800
