SYDNEY, AUSTRALIA: Energy Fuels Inc., a leading uranium and critical minerals producer in the United States, has announced a definitive agreement to acquire all issued shares of Base Resources Limited.

This strategic acquisition is poised to create a global powerhouse in the critical minerals sector, with an emphasis on rare earth elements, uranium, and heavy mineral sands production.

Shareholders of Base Resources are set to receive 0.0260 Energy Fuels common shares and an unfranked special dividend of A$0.065 for each share they hold, amounting to a total consideration of approximately A$0.302 per share. The transaction consideration implies a total equity value for Base Resources of A$375 million.

The offer represents 188% premium over Base Resources’ last closing price and a 173% premium over the 20-day volume-weighted average price (VWAP).

Managing Director of Base Resources, Tim Carstens, said: “This Transaction, which is the culmination of 12 months of discussions between Base Resources and Energy Fuels, reflects the exceptional quality of the Toliara Project and the efforts of the Base Resources team over the past several years to advance the project towards construction readiness. 

The combined group will have the financial and technical capability to not only build Toliara into one of the best critical mineral projects in the world, but also to develop an integrated value chain for the rare earth elements that are essential to the global energy transition.  Shareholders of Base Resources will receive both a compelling and immediate premium, and the opportunity to further participate in the market recognition and development of a company with a unique diversified position in the critical minerals landscape.”

The Board of Base Resources has unanimously recommended that shareholders vote in favor of the scheme, with all directors intending to vote their shares in support.

Major shareholders, Pacific Road Capital and Sustainable Capital Ltd., who own 26.5% and 24.8% of Base Resources shares respectively, have also expressed their intention to vote in favor of the scheme.

The transaction is not only a financial win for Base Resources shareholders but also sets the stage for the development of the Toliara Project in Madagascar. The project’s future monazite production is expected to be processed at Energy Fuels’ operational White Mesa mill in the United States, marking a significant step in the company’s growth trajectory.

Upon completion of the deal, Base Resources shareholders will hold approximately 16.4% of the combined entity, which will boast a pro forma market capitalization of around US$1,144 million.

The acquisition is subject to shareholder approval and the conclusion of an independent expert that the transaction is in the best interests of Base Resources shareholders. With the backing of the company’s leadership and major shareholders, the deal is set to establish a new leader in the critical minerals market, with a clear path for strategic development and expansion.

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