Anfield Energy (AEC) closes US$10M LIFE and insider financing
Rhea-AI Filing Summary
Anfield Energy Inc. is convening a special shareholder meeting on March 31, 2025 to vote on an ordinary resolution authorizing a share consolidation of up to 200 pre-consolidation common shares into 1 post-consolidation share. The board seeks this flexibility to help satisfy share-capital and minimum bid-price requirements for a potential U.S. stock exchange listing, though completion of any listing or consolidation remains at the board’s discretion. There were 1,141,372,490 common shares outstanding as of the February 20, 2025 record date.
Separately, on January 12, 2026 Anfield closed non-brokered equity financings totaling US$10,000,000. The company issued 1,345,292 LIFE Shares at US$4.46 for gross proceeds of US$6,000,000 under the listed issuer financing exemption, and 896,861 Subscription Receipts to UEC, a subsidiary of Uranium Energy Corp., at the same price for US$4,000,000. Each Subscription Receipt converts into one common share upon satisfaction of TSXV and disinterested shareholder approvals making Uranium Energy a Control Person. Net proceeds are earmarked for the West Slope, Velvet-Wood, Slick Rock and Shootaring Canyon Mill projects and for general corporate purposes.
Positive
- None.
Negative
- None.
Filing Explained
The July 28 filing updates Anfield’s Form F-10 registration statement with earlier disclosures, not a new financing event.
Anfield Energy filed a Form 6-K, an interim report for a foreign private issuer, dated
The filing identifies the exhibits as a
The incorporated financing report describes subscription receipts whose conversion is conditional on TSX Venture Exchange approval and disinterested-shareholder approval, with an escrow-release deadline of
The relevant resolution path is therefore the approval and escrow-release status specified in the incorporated January financing report; this Form 6-K itself is the registration-document update.
Key Figures
Key Terms
Listed Issuer Financing Exemption regulatory
Subscription Receipts financial
Control Person regulatory
Non-Objecting Beneficial Owners regulatory
odd lots financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Anfield Energy (AEC)’s US$10M equity financing closed on January 12, 2026?
How will Anfield Energy (AEC) use the proceeds from the US$10M Offering?
What approvals are required for Uranium Energy’s increased stake in Anfield Energy (AEC)?
How did the January 2026 Offering affect insider ownership in Anfield Energy (AEC)?
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-42808
Anfield
Energy Inc.
(Translation of registrant’s name into English)
2005-4390
Grange Street, Burnaby, British Columbia, Canada, V5H 1P6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Form 6-K of Anfield Energy Inc. (the “Company”) are hereby incorporated by reference into the Registration Statement on Form F-10, as amended (File No. 333-291078), of the Company, as amended or supplemented.
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Management Information Circular, dated February 20, 2025 | |
| 99.2 | Material Change Report, dated January 16, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Anfield Energy Inc. | ||
| (Registrant) | ||
| Date: July 28, 2026 | /s/ Corey Dias | |
| Corey Dias | ||
| Chief Executive Officer |
Exhibit 99.1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND
MANAGEMENT INFORMATION CIRCULAR
Dated: February 20, 2025
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Anfield Energy Inc. (the “Company”) will be held on Monday, March 31, 2025, at 10:00 a.m. (Pacific time), for the following purposes:
| 1. | To consider and, if deemed advisable, to approved with or without variation, a resolution authorizing the consolidation of the Company’s common shares (the “Shares”) on the basis of one (1) new Share for up to every two-hundred (200) currently issued and outstanding Shares, or such lesser ratio as the directors may determine appropriate, as more particularly described in the accompanying management proxy circular of the Company dated February 20, 2024 (the “Circular”); and |
| 2. | to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
All Shareholders are strongly encouraged to vote in advance of the Meeting using the proxy form or the voting instruction form provided to them with the Meeting materials.
| Date: | Monday, March 31, 2025 | |
| Time: | 10:00 a.m. (Pacific time) | |
| Location | Cassels Brock & Blackwell LLP Suite 2200, 885 West Georgia Street Vancouver, British Columbia, V6C 3E8 |
The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Circular.
As set out in the notes, the enclosed proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.
| DATED this 20th day of February, 2025 | |
| By order of the Board of Directors, | |
| /signed/ “Corey Dias” | |
| Corey Dias | |
| Chief Executive Officer |
MANAGEMENT PROXY CIRCULAR
This management proxy circular (the “Circular”) is provided in connection with the solicitation of proxies by the management (“Management”) of Anfield Energy Inc. (the “Company”), for use at the special meeting (the “Meeting”) of the shareholders (“Shareholders”) of the Company to be held on Monday, March 31, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Special Meeting and at any adjournment and postponement thereof. Unless otherwise noted, information in this Circular is given as at February 20, 2025.
All Shareholders are strongly encouraged to vote in advance of the Meeting using the proxy form or the voting instruction form provided to them with the Meeting materials.
| Date: | Monday, March 31, 2025 | |
| Time: | 10:00 a.m. (Pacific time) | |
| Location | Cassels Brock & Blackwell LLP Suite 2200, 885 West Georgia Street Vancouver, British Columbia, V6C 3E8 |
Solicitation of Proxies
The enclosed form of proxy (the “Proxy”) is solicited by the management of the Company. The solicitation will be primarily by mail however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation, if any, will be borne by the Company.
We strongly encourage Shareholders to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. (Pacific time) on Thursday, March 27, 2025.
APPOINTMENT OF PROXYHOLDERS
The persons named in the Proxy are representatives of the Company.
A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder’s behalf at the meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder’s nominee in the blank space provided or complete another suitable form of proxy.
A proxy will not be valid unless it is duly completed, signed and deposited with the Company’s registrar and transfer agent, Computershare Trust Company of Canada (“Computershare”) by hand or mail at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America at 1-866-249-7775 or outside North America at 1-416-263-9524, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. A proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.
These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
VOTING BY PROXYHOLDER
Manner of Voting
The common shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the shares will be voted accordingly. On any poll, the persons named in the Proxy (the “Proxyholders”) will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.
The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.
In the absence of instructions to the contrary, the Proxyholders intend to vote the common shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.
Revocation of Proxy
A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited with the Company’s registrar and transfer agent, Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America at 1-866-249-7775 or outside North America at 1-416-263-9524 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.
Voting Thresholds Required for Approval
In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a special resolution (a “Special Resolution”), in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.
Quorum
A quorum of Shareholders is required to transact business at the Meeting, for all purposes contemplated by this Circular the quorum for transacting business at the Meeting is at least one person who is, or who represents by proxy, one or more shareholders who, in aggregate, hold at least 5% percent of the issued shares entitled to be voted at the meeting.
ADVICE TO REGISTERED SHAREHOLDERS
Shareholders whose names appear on the records of the Company as the registered holders of common shares in the capital of the Company (the “Registered Shareholders”) may choose to vote by proxy whether or not they are able to attend the Meeting.
Registered Shareholders who choose to submit a Proxy may do so by completing, signing, dating and depositing the Proxy with Computershare using one of the following methods:
| (a) | by hand or mail to Computershare Trust Company of Canada at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1; or | |
| (b) | by fax within North America at 1-866-249-7775 or outside North America at 1-416-263- 9524; or | |
| (c) | by touch tone telephone at 1-866-732-8683; or | |
| (d) | by using the internet through the Computershare website at www.investorvote.com. |
Registered Shareholders who choose to vote by telephone or the internet will need to provide the control number provided on the enclosed form of proxy for the holder.
The Proxy may be signed by the Shareholder or by his or her attorney in writing, or, if the Registered Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.
Returning your proxy form
To be effective, we must receive your completed proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on March 27, 2025.
If the meeting is postponed or adjourned, we must receive your completed form of proxy by 5:00 p.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairperson of the Meeting at their discretion and they are under no obligation to accept or reject a late proxy. The Chairperson of the Meeting may waive or extend the proxy cut-off without notice.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.
Shareholders who do not hold their shares in their own name (referred to in this information circular as “Beneficial Shareholders”) should note that only proxies deposited by Registered Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting.
If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.
Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.
The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such shares are voted.
There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“NOBOs” for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54- 101”) issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy related materials directly to NOBOs. This year, the Company has decided to take advantage of those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a Voting Instruction Form (“VIF”) from our Transfer Agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides internet voting as described on the VIF itself which contains complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.
These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a Proxyholder for a Registered Shareholder and vote their shares in that capacity. Beneficial Shareholders who wish toattend the Meeting and indirectly vote their shares as Proxyholder for a Registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a Proxyholder.
Non-Objecting Beneficial Owners
Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“VIF”) from the Company’s transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.
If you are a Beneficial Shareholder and the Company or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Company (and not the intermediaries holding securities your behalf) has assumed responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.
Objecting Beneficial Owners
Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.
Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO. The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.
The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures.
Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.
United States Shareholders
This solicitation of Proxies and VIFs involves securities of a company located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of British Columbia, Canada differ from the disclosure and proxy solicitation requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.
Notice-and-Access
The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of the Circular, Proxy or VIF.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Except as otherwise disclosed herein, none of the directors (“Directors”) or officers (“Officers”) of the Company, at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors. Directors and Officers may, however, be interested in the approval of the Option Plan as detailed in “Approval of Stock Option Plan” below, as such persons are entitled to participate in the Option Plan.
RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
A Shareholder of record at the close of business on February 20, 2025 (the “Record Date”) who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such shareholder’s shares voted at the Meeting, or any adjournment thereof.
The Company’s authorized capital consists of an unlimited number of common shares (“Common Shares”) without par value. As at the Record Date, the Company has 1,141,372,490 Common Shares issued and outstanding, each share carrying the right to one vote.
Principal Holders of Voting Securities
To the best of knowledge of the directors and executive officers of the Company, as of the date of the Circular, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company, other than as disclosed below:
| Name of Shareholder | Number of common shares beneficially owned, directly or indirectly | Percentage of Issued and Outstanding(1) | ||||||
| enCore Energy Corp. | 170,000,000 | (1) | 14.89 | %(2) | ||||
| Uranium Energy Corp. | 203,415,775 | (1) | 17.82 | %(2) | ||||
| Extract Advisors LLC | 127,308,797 | (1) | 11.15 | %(2) | ||||
| (1) | The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from Computershare and/or furnished by the Shareholder listed above. |
| (2) | On a non-diluted basis. |
PARTICULARS OF MATTERS TO BE ACTED UPON
Consolidation
The Consolidation Resolution
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve with or without variation, an Ordinary Resolution (the “Consolidation Resolution”) to approve the consolidation of the Common Shares on the basis of up to two-hundred (200) pre-consolidation Common Shares being consolidated into one (1) post-consolidation Common Share (the “Consolidation”).
The Company is pursuing the Consolidation for the purposes of satisfying share capital and minimum bid price requirements in connection with a proposed listing on a stock exchange in the United States. While the Company currently intends to pursue a stock exchange listing in the United States, completion of any listing is subject to the satisfaction of applicable listing requirements of that stock exchange as well as any required regulatory approvals. There can be no assurance that the Common Shares will be listed on a stock exchange in the United States, and the Company may elect not proceed with the listing at any time in its sole discretion. Completion of the Consolidation is not contingent upon completion of a listing on a stock exchange in the United States, and the Company may elect to complete the Consolidation in advance of any listing.
The constating documents of the Company, and the Business Corporations Act (British Columbia) permit the Board to authorize the consolidation of the Common Shares without the approval of Shareholders. The policies of the TSX Venture Exchange require the Company to seek approval of Shareholders for any security consolidation which, when combined with any other security consolidation conducted by the Company within the previous twenty-four months that was not approved by Shareholders, would result in a cumulative consolidation ratio of greater than ten (10) to one (1) over such period. Shareholders are being asked to consider the Consolidation Ratio to satisfy the policy requirements of the TSX Venture Exchange.
The Consolidation will take effect on a date to be coordinated with the TSX Venture Exchange. The Company will announce by news release the effective date of the Consolidation, as well as the final exchange ratio. Completion of the Consolidation remains subject to the TSX Venture Exchange and the satisfaction of any applicable public distribution requirements.
Notwithstanding the foregoing, even if the Consolidation Resolution is approved by Shareholders at the Meeting, the Board may elect not to proceed with the Consolidation, in its sole discretion. The Board will continue to assess market conditions and the interests of the Company and Shareholders before proceeding to effect the Consolidation, if at all.
“
BE IT RESOLVED THAT:
| 1. | the Company be and it is hereby authorized to consolidate all of its issued Common Shares without par value on a basis to be determined by the directors of the Company, in their sole discretion, provided that the consolidation shall be no greater than two-hundred (200) pre-consolidation Common Shares to one (1) post-consolidation Common Share; |
| 2. | if, as a result of the consolidation, a holder of Common Shares would otherwise be entitled to a fraction of a Common Share, any fraction, shall be rounded to the nearest whole share; |
| 3. | any director or officer of the Company be and is hereby authorized and directed on behalf of the Company to prepare, sign and deliver all documents and to do all things necessary and advisable to give effect to these resolutions; |
| 4. | notwithstanding the shareholders’ approval by this resolution of the proposal to consolidate the issued share capital of the Company, the directors of the Company be and they are hereby authorized without further approval of the Shareholders to modify, vary or amend such terms and conditions in respect of the consolidation as may be required by the regulatory authorities having jurisdiction or as the board of directors may in its sole discretion deem in the best interests of the Company; and |
| 5. | notwithstanding the shareholders’ approval by this resolution of the proposal to consolidate the issued share capital of the Company, the directors of the Company be and they are hereby authorized without further approval of the shareholders to revoke the resolution consolidating the issued share capital of the Company before it is acted upon.” |
Management recommends that Shareholders approve the Consolidation Resolution. If the Consolidation Resolution is approved by Shareholders, the Directors will have the authority, in their sole discretion, to implement or revoke the Consolidation Resolution and otherwise implement or abandon the Consolidation.
In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Consolidation Resolution.
Certain Risks Associated with the Consolidation
There can be no assurance that the total market capitalization of the Company (the aggregate value of all Common Shares at the market price then in effect) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Consolidation will equal or exceed the direct arithmetical result of the Consolidation. The Consolidation may result in some shareholders owning “odd lots” of less than 1000 common shares on a post-Consolidation basis which may be more difficult to sell, or require greater transaction costs per share to sell.
ADDITIONAL INFORMATION
Additional information relating to the Company and its business activities is available on the SEDAR+ website located at www.sedarplus.ca.
DIRECTOR APPROVAL
The contents of this Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.
DATED this 20th day of February, 2025
BY ORDER OF THE BOARD OF DIRECTORS
ANFIELD ENERGY INC.
/signed/ “Corey Dias”
Corey Dias
Chief Executive Officer
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1: | Name and Address of Company |
| Anfield Energy Inc. (“Anfield” or the “Company”) | |
| 390 Grange Street, Suite 2005 | |
| Burnaby, B.C. V5H 1P6 | |
| Item 2: | Date of Material Change |
| January 12, 2026 | |
| Item 3: | News Release |
| A news release announcing the material change described herein was disseminated on January 12, 2026 and was subsequently filed on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca. | |
| Item 4: | Summary of Material Change |
On January 12, 2026, the Company closed its non-brokered private placement of 1,345,292 common shares in the capital of the Company (the “LIFE Shares”) at a price of US$4.46 per LIFE Share (the “Issue Price”) for gross proceeds to the Company of US$6,000,000 (the “LIFE Offering”). The LIFE Shares were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Company also closed its concurrent non-brokered private placement of 896,861 subscription receipts of the Company (the “Subscription Receipts”) issued to UEC Energy Corp. (“UEC”), a subsidiary of Uranium Energy Corp. (NYSE American: UEC) (“Uranium Energy”), which is an insider and controlling shareholder of the Company, at the Issue Price for gross proceeds to the Company of US$4,000,000 (the “Concurrent Offering” and together with the LIFE Offering, the “Offering”). As a result, the total gross proceeds from the Offering were US$10,000,000.
| Item 5: | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
On January 12, 2026, the Company closed the LIFE Offering, which consisted of 1,345,292 LIFE Shares at the Issue Price for gross proceeds to the Company of US$6,000,000. The LIFE Shares were issued pursuant the Listed Issuer Financing Exemption. The Company also closed the Concurrent Offering, which consisted of 896,861 Subscription Receipts issued to UEC, a subsidiary of Uranium Energy, which is an insider and controlling shareholder of the Company, at the Issue Price for gross proceeds to the Company of US$4,000,000. As a result, the total gross proceeds from the Offering were US$10,000,000.
Each Subscription Receipt entitles UEC to receive, upon satisfaction of the Escrow Release Conditions (as defined below) on or prior to 5:00 p.m. (Vancouver time) on March 31, 2026 or such other later date as may be specified by UEC in writing (the “Escrow Release Deadline”), one (1) common share in the capital of the Company (each, a “Common Share”), without payment of additional consideration and without further action on the part of UEC. The Company requires the approval of the TSX Venture Exchange (“TSXV”) of the participation of Uranium Energy through its wholly-owned subsidiary, UEC, in the Concurrent Offering and, pursuant to the policies of the TSXV, the approval of the disinterested shareholders of the Company of Uranium Energy as a “Control Person” of the Company (as such term is defined by the policies of the TSXV) by at least a simple majority of the votes cast at a special meeting of shareholders of the Company (the “Special Meeting”), excluding votes attached to Common Shares held by Uranium Energy and its “Associates” and “Affiliates” (as such terms are defined by the policies of the TSXV) (the “Escrow Release Conditions”). The Company anticipates holding the Special Meeting on or about February 27, 2026.
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The Company intends to use the net proceeds from the Offering to fund capital commitments to the West Slope Project, Velvet-Wood Project, the Slick Rock Project, and Shootaring Canyon Mill and for general corporate purposes and working capital.
The LIFE Shares were offered for sale to purchasers resident (i) in each of the provinces and territories of Canada, except Quebec, pursuant to the Listed Issuer Financing Exemption, and (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”). As the LIFE Offering was completed pursuant to the Listed Issuer Financing Exemption, the LIFE Shares issued to Canadian subscribers pursuant to the LIFE Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The Subscription Receipts issued pursuant to the Concurrent Offering are subject to a hold period of four months and a day under applicable Canadian securities laws.
There is an offering document related to the LIFE Offering that can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.anfieldenergy.com.
The Company did not pay finders’ fees or commissions in connection with the Offering.
This material change report does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
MI 61-101
Uranium Energy’s participation in the Concurrent Offering through its wholly-owned subsidiary, UEC, for 896,861 Subscription Receipts and gross proceeds of US$4,000,000, and Mr. Corey Dias’ participation in the LIFE Offering, for 44,882 LIFE Shares and gross proceeds of US$200,173.72, constitutes a “related party transaction” within the meaning of TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Offering as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s market capitalization. However, pursuant to the policies of the TSXV, the Company will seek the approval of the disinterested shareholders of the Company of Uranium Energy as a “Control Person” of the Company (as such term is defined by the policies of the TSXV) by at least a simple majority of the votes cast at the Special Meeting, excluding votes attached to Common Shares held by Uranium Energy and its “Associates” and “Affiliates” (as such terms are defined by the policies of the TSXV).
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Immediately prior to the closing of the Concurrent Offering, Uranium Energy had ownership and control over an aggregate of 4,978,877 Common Shares and 1,283,639 Common Share purchase warrants (each, a “Warrant”) (which represented approximately 31.2% of the outstanding Common Shares on a non-diluted basis and approximately 36.4% of the outstanding Common Shares on a partially diluted basis after assuming the exercise of all Warrants beneficially owned by Uranium Energy). Immediately following the closing of the Concurrent Offering, Uranium Energy has ownership and control over an aggregate of 4,978,877 Common Shares, 1,283,639 Warrants and 896,861 Subscription Receipts (which represents approximately 28.8% of the outstanding Common Shares on a non- diluted basis and approximately 36.8% of the outstanding Common Shares on a partially diluted basis assuming exercise of all Warrants and the conversion of all Subscription Receipts beneficially owned by Uranium Energy).
Immediately prior to the closing of the LIFE Offering, Mr. Dias had ownership and control over an aggregate of 269,390 Common Shares, 258,334 stock options (each, an “Option”), 77,500 restricted share units (each, a “RSU”) and 33,333 Warrants (which represented approximately 1.7% of the outstanding Common Shares on a non-diluted basis and approximately 3.9% on a partially diluted basis assuming exercise of all Options, RSUs and Warrants beneficially owned by Mr. Dias). Immediately following the closing of the LIFE Offering, Mr. Dias has ownership and control over an aggregate of 314,272 Common Shares, 258,334 Options, 77,500 RSUs and 33,333 Warrants (which represents approximately 1.8% of the outstanding Common Shares on a non-diluted basis and 3.9% of the outstanding Common Shares on a partially diluted basis assuming exercise of all Options, RSUs and Warrants beneficially owned by Mr. Dias).
The Company did not file a material change report at least 21 days in advance of the closing of the Offering as the participation of Uranium Energy, through its wholly-owned subsidiary, UEC, in the Concurrent Offering and Corey Dias in the LIFE Offering had not been confirmed at that time. The Company does not anticipate that the participation by Uranium Energy, through its wholly-owned subsidiary, UEC, and Corey Dias will have a material effect on the Company’s business and affairs. Written consent resolutions of the board of the directors of the Company were passed in accordance with the Business Corporations Act (British Columbia) approving the Offering. No special committee was established in connection with the Offering and the insider participation, and no materially contrary view was expressed by any director of the Company.
| 5.2 | Disclosure for Restructuring Transactions |
| Not applicable. | |
| Item 6: | Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. | |
| Item 7: | Omitted Information |
| Not applicable. | |
| Item 8: | Executive Officer |
| Corey Dias, Chief Executive Officer | |
| Tel: 780-920-5044 | |
| Item 9: | Date of Report |
| January 16, 2026 |
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Cautionary Statement Regarding Forward Looking Information
This material change report contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, would”, “might”, “occur” or “be achieved”. The forward-looking statements contained herein may include, but are not limited to, statements regarding the Escrow Release Conditions, statements regarding the anticipated benefits and impacts of the Offering, statements regarding the anticipated use of proceeds from the Offering and statements regarding the Special Meeting and the timing thereof. Forward-looking statements are based on the Company’s current beliefs and assumptions as to the outcome and timing of future events, including, but not limited to, that the proceeds of the Offering will be deployed as anticipated, the anticipated benefits and impacts of the Offering being realized, the Escrow Release Conditions will be satisfied on or prior to the Escrow Release Deadline and the Company holding the Special Meeting as currently contemplated. Forward- looking statements involve risks, uncertainties and other factors that could cause actual results, performance and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among other things: the anticipated use of proceeds from the Offering, the benefits and impacts of the Offering not being as anticipated, the risks and uncertainties relating to required approvals for Uranium Energy’s participation in the Offering, through its wholly-owned subsidiary, UEC, as a “Control Person” (as defined in the policies of the TSXV), including the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline, the risk that the Company may not be able to hold the Special Meeting as currently contemplated, or at all, the risks and uncertainties relating to exploration and development, the ability of the Company to obtain additional financing, the need to comply with environmental and governmental regulations in Canada and the United States, fluctuations in the prices of commodities, operating hazards and risks, competition and other risks and uncertainties and other such factors as are set forth in the annual information form for the Company’s most recently completed year end, as well as the management discussion and analysis and other disclosures of risk factors for the Company, filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this material change report, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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