Base Resources Limited BSE

AIM and Media Release 

5 September 2024

Base Resources Limited
Scheme Meeting - Chair's address and presentation

Base Resources Limited (ASX & AIM: BSE) (Base Resources) advises that the Chair's address for today's meeting of the company's shareholders that was held at 11.00 am (Perth time) to consider a scheme of arrangement to effect a combination with Energy Fuels Inc. (Scheme Meeting) is below.  The presentation slides for the Scheme Meeting have also been attached to this announcement.

The voting results for the Scheme Meeting will shortly follow this announcement.

Chair's Scheme Meeting Address

I would now like to provide a brief overview of the proposed scheme of arrangement. 

If the scheme is approved by shareholders and implemented, Energy Fuels will acquire all the shares in Base Resources and Base Resources shareholders will receive 0.026 Energy Fuels common shares and an unfranked special dividend of AUD 6.5 cents for each Base Resources share held.

The Base Resources Directors unanimously recommend that shareholders vote in favour of the scheme, with the Independent Expert, PwC Securities, having concluded that the scheme is in the best interests of Base Resources shareholders, in the absence of a superior proposal.  For completeness, I confirm that, as at today's date, no superior proposal has emerged and the directors are not aware of any superior proposal that is likely to emerge.

In relation to the unanimous recommendation of the Base Resources Directors, Base Resources shareholders should have regard to the interests of the Base Resources Directors in the outcome of the vote, which may differ from those of other Base Resources shareholders, as further described in sections 10.2, 10.3 and 10.4 and footnote 4 of the Scheme Booklet.

In his presentation, Tim Carstens will cover the key reasons identified by the Board as to why you should vote in favour of scheme.  He will also cover why you may wish to vote against the scheme.

Implementation of the scheme remains subject to the following conditions precedent:

• approval of the scheme resolution by Base Resources shares at this meeting
• approval of the scheme by the Federal Court of Australia at the second Court hearing, and
• other customary conditions.

Significantly, as previously announced, the regulatory approval conditions precedent for the scheme have been satisfied.

If the scheme is approved by shareholders today, a Court hearing for approval of the scheme is scheduled for Thursday, 12 September 2024.  If approved by the Court:

• the effective date for the scheme will be Friday, 13 September 2024  
• the special dividend payment date will be Tuesday, 1 October 2024, and
• the implementation date for the scheme will be Wednesday, 2 October 2024.

Finally, I would like to thank the whole Base Resources team for presenting to shareholders this opportunity to become part of the creation of a leading global critical minerals group - a group that will have commodity diversification with multiple options for growth.       

Thank you.

ENDS.

For further information contact:

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