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Energy Fuels Merger

Base Resources has merged with Energy Fuels Inc., creating a global critical minerals company with a focus on rare earth elements, heavy mineral sands, uranium and vanadium production. 

 

Energy Fuels Inc. acquired all the shares of Base Resources via a Scheme of Arrangement (Scheme), implemented on 2 October 2024.  The combination creates a global critical minerals company with a focus on rare earth elements, heavy mineral sands, uranium and vanadium production.  Information about the consideration received by Base Resources Shareholders in connection with the Scheme and some frequently asked questions are below.  For more information, download the Scheme Booklet. Unless defined on this sub-page, capitalised terms used on this sub-page have the meaning given in the Scheme Booklet.

Scheme Consideration

On the Implementation Date (2 October 2024), Base Resources Shareholders received the Scheme Consideration of 0.0260 Energy Fuels Shares for each Base Resources Share held on the Scheme Record Date (20 September 2024).

Base Resources Shareholders who were Ineligible Foreign Shareholders or Electing Small Shareholders did not receive Energy Fuels Shares. Instead, they received their pro rata share of the Net Cash Proceeds from the sale of the Energy Fuels Shares to which they otherwise would  have been entitled in accordance with the sale facility under the Scheme.  Refer to sections 4.4, 4.5 and 10.6 of the Scheme Booklet for further information.

Energy Fuels Transfer Agent (share registry), Equiniti, has mailed a DRS Advice to Base Resources Shareholders receiving Energy Fuels Shares, providing details of their new Energy Fuels shareholding. If you are yet to receive your DRS Advice, you should contact Equiniti by email on helpAST@equiniti.com or phone on +1 (718) 921-8124.

Special Dividend

In connection with the Energy Fuels merger, a Special Dividend of AUD 6.5 cents per share was paid on 1 October 2024 to shareholders who held Base Resources Shares on the Special Dividend Record Date (18 September 2024).

The Special Dividend was paid by direct credit only.  Shareholders that did not provide valid banking instructions for the Special Dividend (or any prior dividends subject to mandatory direct credit) will have had their payment held in a non-interest-bearing account until they have done so.

FREQUENTLY ASKED QUESTIONS

Below are some common FAQs in relation to post-Scheme implementation matters. A full list of FAQ’s can be found in section 2 of the Scheme Booklet.

What happens to my Base Resources Shares?

On implementation of the Scheme on 2 October 2024, all Base Resources Shares were transferred to Energy Fuels.  In exchange, each Base Resources Shareholder (other than ineligible Foreign Shareholders and Electing Small Shareholders, who should refer to sections 4.4, 4.5 and 10.6 of the Scheme Booklet) has been issued Energy Fuels Shares as the Scheme Consideration – 0.026 Energy Fuels Shares per Base Resources Share.

On 3 October 2024, Base Resources was delisted from the ASX and AIM.  As a consequence, you will no longer see Base Resources Shares in your portfolio.

Base Resources Shareholders who are Ineligible Foreign Shareholders or Electing Small Shareholders will not receive Energy Fuels Shares. Instead, they received their pro rata share of the Net Cash Proceeds from the sale of the Energy Fuels Shares to which they otherwise would have been entitled in accordance with the sale facility under the Scheme. Refer to sections 4.4, 4.5 and 10.6 of the Scheme Booklet.

For more information refer to sections 4.6(f) of the Scheme Booklet.

When do I get my Energy Fuels Shares?

Energy Fuels Transfer Agent (share registry), Equiniti, mailed DRS Advices to each Base Resources Shareholder receiving Energy Fuels Shares, providing details of your new Energy Fuels Shares. It is expected the DRS Advices will take between 11-20 business days (from 2 October 2024) to be received by post.  DRS Advices were posted to Base Resources Shareholders’ registered addressed as shown in the Base Resources Share Register.

Equiniti can be contacted by email on helpAST@equiniti.com or phone on +1 (718) 921-8124.

How can I trade my Energy Fuels Shares?

You will be able to trade your Energy Fuels Shares following receipt of your DRS Advice  evidencing ownership of your Energy Fuels Shares. You will not be able to trade your Energy Fuels Shares before receiving your DRS Advice.

To trade the Energy Fuels Shares received under the Scheme on the NYSE or the TSX, Base Resources Shareholders will need to either:

  • instruct a stockbroker that can accept transfers of shares represented by a DRS Advice and who is able to execute trades on the NYSE or TSX; or
  • provide a sale instruction to the Transfer Agent under the DRS Sale Program.

For more information refer to sections 4.6(g) and 7.8 of the Scheme Booklet.

What is the DRS Sale Program?

Energy Fuels Transfer Agent (share registry) can facilitate the direct sale of Energy Fuels Shares via the DRS Sale Program. If you wish to sell your new Energy Fuels Shares via the Transfer Agent’s DRS Sale Program, you can do so by providing a sale instruction to the Transfer Agent.

In order to access the DRS Sale Program, non-US holders must contact the Transfer Agent via email at helpAST@equiniti.com or phone at +1 (718) 921-8124. Non-US holders will be required to provide their account number and account registration (each as shown on the DRS Advice), the company stock name, their complete address on account and all other documentation as may be requested by the Transfer Agent. Sale instructions may also be provided by mail at 55 Challenger Road 2nd Floor, Ridgefield Park, NJ 07660 Attn: DRS Sales.

All transactions under the DRS Sale Program will be conducted in United States Dollars and payment will be remitted by cheque. Electronic funds (wire) transfer is not available. The Transfer Agent does not guarantee the date of sale or the price per share under the DRS Sale Program.

For more information refer to section 7.8 of the Scheme Booklet.

I haven't received my Special Dividend, what should I do?

Shareholders and depositary interest holders that did not provide valid banking instructions for the Special Dividend (or any prior dividends subject to mandatory direct credit) will have their payment held in a non-interest-bearing account until they have done so.

For ASX shareholders to provide their banking details and ensure their other information is up to date, they should visit www.investorcentre.com/au.

ASX shareholders may also provide or update their banking details by completing a Direct Credit Form and returning that form to Computershare Australia.  Direct Credit Forms can be obtained by contacting Computershare Australia:

  • on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia), Monday to Friday 8.30 am to 5.30 pm (Melbourne time); or
  • by email at web.queries@computershare.com.au.

Direct Credit Forms should be returned to Computershare Australia:

  • by post:
    Computershare Investor Services Pty Limited
    GPO Box 2975 Melbourne
    Victoria 3001 Australia

For AIM depositary interest holders to provide or update their banking details and ensure their other information is up to date, they should visit www.investorcentre.co.uk and register an account or login to an existing account in respect of their holding.

AIM depositary interest holders may also provide or update their banking details by completing a Dividend Mandate Form and returning that form to Computershare UK.  Dividend Mandate Forms can be obtained by contacting Computershare UK:

  • by phone on +44 (0)370 707 4040 between 8.30 am and 5.30 pm (London time) Monday to Friday (excluding public holidays); or
  • by email at WebCorres@computershare.co.uk.

Dividend Mandate Forms should be returned to Computershare UK by post to:

Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, BS99 6ZZ
United Kingdom

What are the Australian tax implications of the Scheme?

The Australian taxation implications of the Scheme will depend on your particular
circumstances.

Section 9 of the Scheme Booklet provides a general description of the Australian taxation consequences for Scheme Shareholders.

You should seek independent professional taxation advice with respect to your particular
circumstances.

Base Resources applied for a class ruling from the Australian Tax Office regarding the income tax implications for Base Resources shareholders of receiving the Special Dividend, and the  availability of capital gains tax scrip-for-scrip roll-over relief in respect of the Scheme Consideration received by Base Resources shareholders. The class ruling has now been issued and is accessible here.

It is also available on the ATO’s website at www.ato.gov.au.