Sunrise Energy Metals (ASX:SRL) has entered into a scheme implementation deed to redomicile from Australia to the US and pursue a primary Nasdaq listing.
The company has executed the deed with Sunrise Energy Metals (Holdco), a newly incorporated Delaware corporation, to implement the redomiciliation by way of a members’ scheme of arrangement under the Corporations Act.
Under the proposed transaction, shareholders will receive one Holdco CHESS Depositary Interest (CDI) for each Sunrise share held, or may elect to receive one Holdco share to be listed on Nasdaq. The arrangement provides one-for-one consideration with no dilution to existing shareholders.
Following implementation, Holdco shares will be listed on Nasdaq as the primary listing, while Holdco CDIs will maintain a secondary listing on the ASX. Sunrise will then become a wholly owned subsidiary of Holdco, with shares ceasing to trade on the ASX.
The redomiciliation aligns with the conditional commitment of up to US$400 million ($576 million) in long-term debt financing from the US Department of War’s Office of Strategic Capital (OSC) announced in August.
The OSC commitment remains subject to negotiation of definitive documentation and completion of due diligence.
Chairman Robert Friedland says the move brings Sunrise closer to its markets and customers.
“Scandium is a critical metal used in aerospace alloys, defence components, 5G/6G wireless communications networks, and off-grid electrical power systems. Becoming a US-domiciled company listed on Nasdaq brings Sunrise closer to its markets and customers, as well as the capital markets that will support construction and expansion of the mine over many decades,” Friedland says.
CEO Sam Riggall adds that the execution of the scheme implementation deed formalises the process to redomicile the parent company of the Sunrise Group to the US.
“The Nasdaq listing will provide opportunities to tap a deeper pool of capital, while our shareholders retain the right to have their shares listed on the ASX in the form of CDIs or choose to hold Holdco shares listed on the Nasdaq,” Riggall says.
Implementation remains subject to conditions including approval by Sunrise shareholders at a scheme meeting, Federal Court of Australia approval, FIRB approval, effectiveness of Holdco’s SEC registration statement, and Nasdaq and ASX listing approvals.
The company has appointed Lonergan Edwards as independent expert to assess whether the scheme is in the best interests of shareholders. A scheme booklet containing detailed information will be provided to shareholders.
Sunrise Energy Metals is focused on advancing its 100%-owned Syerston Scandium Project in New South Wales with the aim of delivering the world’s first source of mineable, ‘high-grade’ scandium.
Write to Paula Fabe at Mining.com.au
Main image: Sunrise Energy Metals
