Energy Fuels Inc filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2024 (
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 2, 2024, EFR Australia Pty Ltd ("EFR"), a wholly owned subsidiary of Energy Fuels Inc. (the "Company"), completed the acquisition of all of the fully paid ordinary shares of Base Resources Limited ("Base Resources") pursuant to a Scheme Implementation Deed dated April 21, 2024 by and among the Company, EFR and Base Resources (the "Deed").
Under the Deed, at closing, each holder of ordinary shares of Base Resources received consideration of (i) 0.0260 Company’s common shares for each Base Resources share held on the Scheme Record Date (being 5 pm Perth, Australia time on Wednesday, September 18, 2024) (the “Share Consideration”), and (ii) AUS$0.065 in cash, paid by way of a special dividend by Base Resources to its shareholders. The total Share Consideration issued by Energy Fuels was approximately US$178.4 million and the total special dividend value was approximately US$55.1 million. Holders of ordinary shares of Base Resources that reside in certain jurisdictions will receive the net proceeds from the sale made by a nominee of the Company’s common shares in lieu of the Share Consideration.
The foregoing description of the Deed does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 25, 2024, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business or Funds Acquired.
The audited consolidated financial statements of Base Resources for the year ended June 30, 2024 and June 30, 2023 and the notes thereto are filed as Exhibit 99.1 hereto and incorporated by reference herein, as required by Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of June 30, 2024 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 and the six months ended June 30, 2024 and the notes thereto are filed as Exhibit 99.2 hereto and incorporated by reference herein, as required by Article 11 of Regulation S-X.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY FUELS INC. | |
| (Registrant) | |
| October 3, 2024 | By: /s/ David C. Frydenlund |
| David C. Frydenlund | |
| Executive Vice President, Chief Legal Officer and Corporate Secretary |