REG-Base Resources Limited: Court approves convening of Scheme Meeting and Dispatch of Scheme Booklet

Base ResourcesAnnouncement

01/08/2024 09:00

 

 

 

AIM and Media Release 

1 August 2024

 

Base Resources Limited 
Court approves convening of Scheme Meeting and Dispatch of Scheme Booklet

 

Base Resources Limited (ASX & AIM: BSE) (Base Resources) provides the
following update in relation to its proposed combination with Energy Fuels
Inc. (Energy Fuels) to create a global critical minerals company with a focus
on rare earth elements, heavy mineral sands, uranium and vanadium production,
to be effected by way of scheme of arrangement (Scheme).

 

Court orders


Today, the Federal Court of Australia made the following orders in relation to
the Scheme:
* That a meeting of Base Resources shareholders be convened to consider and
vote on the Scheme (Scheme Meeting).
* That an explanatory statement which includes information about the Scheme
together with a Notice of Scheme Meeting (Scheme Booklet) be dispatched to
Base Resources shareholders.
Scheme Booklet

 

The Scheme Booklet will shortly be registered with ASIC.  Following this,
Base Resources will release a copy of the Scheme Booklet to ASX and AIM.

 

The Scheme Booklet is expected to be dispatched to Base Resources shareholders
on Tuesday, 6 August 2024.  At the same time, Base Resources depositary
interest (DI) holders will be sent a Form of Instruction for the Scheme
Meeting, containing a link to Base Resources’ website where the Scheme
Booklet may be viewed or downloaded.   

 

The Scheme Booklet is an important document and requires immediate
attention.  Base Resources shareholders and DI holders should read the Scheme
Booklet, including the annexed materials, carefully in full before making a
decision about how to vote at the Scheme Meeting.  If Base Resources
shareholders or DI holders are in doubt about anything in the Scheme Booklet,
they should contact their independent legal, financial, tax or other
professional adviser.

 

For the Scheme to proceed, it must be approved by the requisite majorities of
Base Resources shareholders at the Scheme Meeting, and then by the Federal
Court of Australia.

 

Independent Expert’s Report

 

The Scheme Booklet will include a copy of the Independent Expert’s Report in
relation to the Scheme, which has been prepared by PwC (Independent Expert).

 

Recommendation of Base Resources Directors

 

The Base Resources Directors continue to unanimously recommend that Base
Resources shareholders vote in favour of the Scheme, in the absence of a
superior proposal and subject to the Independent Expert concluding and
continuing to conclude that the Scheme is in the best interests of Base
Resources shareholders.  Subject to those same qualifications, each Base
Resources Director intends to vote all their Base Resources shares in favour
of the Scheme at the Scheme Meeting.

 

Scheme Meeting

 

The Scheme Meeting will be held at 11.00am (Perth time) on 5 September 2024 at
the Gallery Suite at the InterContinental Perth City Centre, Level 1, 815 Hay
Street, Perth, Western Australia and virtually via the Lumi platform,
accessible using the URL https://web.lumiconnect.com/388093896.

 

Base Resources shareholders registered on the Base Resources share register at
5.00pm (Perth time) on 3 September 2024 will be entitled to vote on the
Scheme.  Base Resources DI holders registered on the Base Resources DI
register at 6.00pm (London time) on 29 August 2024 will also be entitled to
vote on the Scheme (by providing voting instruction in advance to the
depositary, rather than in person or online at the Scheme Meeting).

 

All Base Resources shareholders and DI holders are encouraged to vote on the
Scheme.

 

Scheme information line

 

If you have any questions in relation to the Scheme or the Scheme Booklet,
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.

 

Updated Scheme timetable

 

 Event                                                                                                                                                              Indicative timing                                                                                   
 Dispatch of Scheme Booklet to Base Resources shareholders                                                                                                          6 August 2024                                                                                       
 Time and date for determining eligibility to vote at the Scheme Meeting for Base Resources DI holders                                                              29 August 2024 6.00pm London time                                                                   
 Latest time and date for receipt of Form of Instructions or CREST voting instructions by the depositary from the Base Resources DI holders for the Scheme Meeting  30 August 2024 6.00pm London time                                                                   
 Latest time and date for receipt of proxy forms or powers of attorney by the Base Resources share registry for the Scheme Meeting                                  3 September 2024 11.00am Perth time                                                                 
 Time and date for determining eligibility to vote at the Scheme Meeting for Base Resources shareholders                                                            3 September 2024 5.00pm Perth time                                                                  
 Scheme Meeting                                                                                                                                                     5 September 2024 11.00am Perth time                                                                 
 Second Court Hearing                                                                                                                                               12 September 2024 12.15pm Perth time                                                                
 Effective Date (Suspension of trading on AIM)                                                                                                                      13 September 2024                                                                                   
 Special Dividend Record Date                                                                                                                                       Shareholders: 18 September 2024 5.00pm Perth time DI holders: 18 September 2024 6.00pm London time  
 Latest time and date for receipt of Election Forms from small shareholders                                                                                         18 September 2024 5.00pm Perth time                                                                 
 Latest time and date for receipt of elections via CREST for small shareholders that are DI holders                                                                 18 September 2024 1.00pm London time                                                                
 Scheme Record Date                                                                                                                                                 Shareholders: 20 September 2024 5.00pm Perth time DI holders: 20 September 2024 6.00pm London time  
 Special Dividend Payment Date                                                                                                                                      1 October 2024                                                                                      
 Implementation Date (with cancellation and delisting from AIM to occur shortly thereafter)                                                                         2 October 2024                                                                                      

 

AIM Rule 41

 

In accordance with AIM Rule 41, the Company has notified the London Stock
Exchange of the Company's intention, subject to the resolution to be proposed
to the Base Resources shareholders at the Scheme Meeting to approve the Scheme
(Scheme Resolution) being passed and the Scheme becoming effective, to cancel
the Company's admission of its ordinary shares to trading on AIM on 3 October
2024 (being the Business Day after the Implementation Date) (Cancellation).
Accordingly, if the Scheme Resolution is passed by the Base Resources
shareholders and the Scheme becomes effective, the Cancellation will become
effective at 7.00am on 3 October 2024.

 

The last day of dealings in, and registration of transfers of, Base Resources
DIs on AIM will be the Business Day immediately prior to the Effective Date,
with trading on AIM to be suspended with effect from 7.30am (London time) on
the Effective Date.

 

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          

 

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



Copyright (c) 2024 PR Newswire Association,LLC. All Rights Reserved