Energy Fuels makes $375 million move for Base Resources

US-based uranium and critical minerals producer Energy Fuels (NYSE:UUUU) has agreed to acquire 100% of the issued shares in ASX-listed mineral sands producer and developer Base Resources (ASX:BSE) for $375 million. 

Bases Resources’ board has unanimously advised shareholders to vote in favour of the transaction in the absence of a superior proposal. Each director with shares in Base Resources intends to vote all those shares in favour of the scheme. 

Voting intention statements from both of Base Resources’ major shareholders — Pacific Road Capital (26.5%) and Sustainable Capital (24.8%) — have already been received and confirm both parties intend to vote in favour of the scheme. 

If successful, Base Resources shareholders will own some 16.4% of the combined entity, which is expected to have a market capitalisation of US$1.14 billion (A$1.77 billion).

It will also create a platform for the funding and development of Base Resources’ Toliara Project in Madagascar, with future monazite production from the project to be processed at Energy Fuels’ operating White Mesa Mill in Utah.

However, this opportunity remains subject to Energy Fuels completing commissioning of phase one of its rare earths separation facility at the mill, as well as arranging funding for and making a development decision on phases two and three at the facility. 

According to Base Resources, White Mesa is the only conventional uranium mill operating in the United States, making Energy Fuels the largest producer of uranium yellowcake in the nation. 

The processing of monazite from Toliara is expected to add about 75,000 pounds of low-cost uranium production per year at the mill, totalling roughly 3 million pounds of recovered triuranium octoxide over its entire life. 

Under the arrangement, shareholders of Base Resources will receive 0.026 Energy Fuels shares plus $0.065 in cash through an unfranked special dividend payable by Base Resources, representing a total consideration of $0.302 per share.

The price is a 188% premium to Base Resources’ last closing price of $0.105 per share on 19 April 2024, and a 173% premium to the 20-day volume-weighted average price of $0.111 per share.  

Base Resources’ leadership team will be retained and will continue to oversee the development and operation of the Toliara Project, as well as the completion and closure of operations at the Kwale Mineral Sands Mine in Kenya. 

Base Resources Managing Director Tim Carstens says the transaction reflects the quality of the Toliara Project and its potential to be “one of the best critical mineral projects in the world”

“This transaction, which is the culmination of 12 months of discussions between Base Resources and Energy Fuels, reflects the exceptional quality of the Toliara Project and the efforts of the Base Resources team over the past several years to advance the project towards construction readiness,” Carstens says. 

“Shareholders of Base Resources will receive both a compelling and immediate premium, and the opportunity to further participate in the market recognition and development of a company with a unique diversified position in the critical minerals landscape.”

Meanwhile, Energy Fuels President and CEO Mark Chalmers also acknowledged the potential for Toliara to boost operations at White Mesa. 

“In fact, Toliara will provide a steady, low-cost source of uranium for the company over the life of the project,” Chalmers says.

“Toliara is expected to be the cornerstone source of feedstock supply to the mill, with the scale to provide an average of 21,800 tonnes of rare earth-bearing monazite per year at a cost that we believe will be at or below other leading global REE producers, including those in China.

“The transaction will not only secure a world-class project for Energy Fuels at a highly attractive acquisition price compared to the fundamental value of the project but will also secure a mine development and operations team with a successful track-record of designing, constructing, and profitability operating in a world-class heavy mineral sands operation in Africa.”

Write to Adam Drought at Mining.com.au

Images: Base Resources
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Written By Adam Drought
Born and raised in the UK, Adam is a sports fanatic with an interest in Rugby League and UFC/MMA. When not training in Muay Thai and Brazilian Jiu Jitsu, Adam attends Griffith University where he is completing his final year of a Communication & Journalism degree.