Tombador Iron (ASX:TI1) has entered into a binding arrangement to acquire GoviEx Uranium (TSX-V:GXU), creating an ASX-listed Zambian uranium explorer and developer named Atomic Eagle.
The transaction, expected to be completed in early November 2025, values the merged group with a $104.5 million market capitalisation, noting the business has $19.4 million in cash and $24.4 million under maximum subscription.
Subject to certain conditions, GoviEx shareholders will receive 0.2534 new Tombador shares for every GoviEx share held, as well as 0.2534 new unlisted options at various exercise prices and dates and 0.2534 consideration options for each GoviEx warrant held.
Yelverton Capital and Matador Capital have been engaged to act as corporate advisors to the transaction. Steinepreis Paganin has been engaged as an Australian legal advisor, while Farris LLP has been engaged as a Canadian legal advisor.
GoviEx engaged Galanopoulos & Company as the Canadian legal advisor and Hamilton Locke as Australian legal advisor.
Tombador also intends to raise $5 million via an equity raise, at a minimum issue price of $0.28 per share. The funds will be used for resource growth and advance the Muntanga Uranium Project, as well as the company’s readmission to the ASX.
The company has not yet appointed a lead manager to the capital raising and is in discussions with potential firms to engage with.
As part of the transaction, substantial Tombador shareholder CIS has agreed to sell 14.49 million shares to Matador Capital at $0.138 per share. The settlement is expected to occur concurrently with completion of the capital raise.
Executive Director Stephen Quantrill says this transaction allows Tombador to re-comply with Chapters 1 and 2 of the ASX Listing Rules and create an Africa-focused uranium company.
“This transaction brings together the proven track record and pedigree of the GoviEx team with the leadership and operational experience of Matador,” Quantrill says.
“We see enormous potential in Muntanaga and look forward to continuing its development.”
GoviEx Executive Chairman Govind Friedland adds that the transaction brings an Australian public listing, a new capital structure, a refreshed board, and new shareholders.
“Our combined company, to be renamed Atomic Eagle, will lead the development of the Muntanga Project, situated in one of the largest and most under-explored sandstone hosted uranium basins in the world,” Friedland says.
The new board will include Friedland and Quantrill, as well as Eric Krafft and Keith Bowes as company directors, alongside Matador Capital’s Grant Davey as strategic advisor.
GoviEx Uranium is a Canadian mineral explorer and developer which operates as a single-segment entity with its core business activity being advancing uranium projects in Africa.
The Muntanga Project comprises three mining licences, as well as two exploration licences in Zambia.
Tombador Iron is an Australian iron ore company that previously owned an iron ore asset in Bahia State, Brazil. The company is currently sourcing new projects.
Write to Aaliyah Rogan at Mining.com.au
Images: GoviEx Uranium
