REG-Base Resources Limited: Scheme becomes effective

Base ResourcesAnnouncement

13/09/2024 07:00

 

 

 

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

 2024-09-12 Federal Court Orders (https://mb.cision.com/Public/22548/4037004/a46f7e41daf10676.pdf)  



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