Court approves convening of Scheme Meeting and Dispatch of Scheme Booklet

AIM and Media Release 

1 August 2024

Base Resources Limited
Court approves convening of Scheme Meeting and Dispatch of Scheme Booklet

Base Resources Limited (ASX & AIM: BSE) (Base Resources) provides the following update in relation to its proposed combination with Energy Fuels Inc. (Energy Fuels) to create a global critical minerals company with a focus on rare earth elements, heavy mineral sands, uranium and vanadium production, to be effected by way of scheme of arrangement (Scheme).

Court orders

Today, the Federal Court of Australia made the following orders in relation to the Scheme:

• That a meeting of Base Resources shareholders be convened to consider and vote on the Scheme (Scheme Meeting).
• That an explanatory statement which includes information about the Scheme together with a Notice of Scheme Meeting (Scheme Booklet) be dispatched to Base Resources shareholders.

Scheme Booklet

The Scheme Booklet will shortly be registered with ASIC.  Following this, Base Resources will release a copy of the Scheme Booklet to ASX and AIM.

The Scheme Booklet is expected to be dispatched to Base Resources shareholders on Tuesday, 6 August 2024.  At the same time, Base Resources depositary interest (DI) holders will be sent a Form of Instruction for the Scheme Meeting, containing a link to Base Resources’ website where the Scheme Booklet may be viewed or downloaded.   

The Scheme Booklet is an important document and requires immediate attention.  Base Resources shareholders and DI holders should read the Scheme Booklet, including the annexed materials, carefully in full before making a decision about how to vote at the Scheme Meeting.  If Base Resources shareholders or DI holders are in doubt about anything in the Scheme Booklet, they should contact their independent legal, financial, tax or other professional adviser.

For the Scheme to proceed, it must be approved by the requisite majorities of Base Resources shareholders at the Scheme Meeting, and then by the Federal Court of Australia.

Independent Expert’s Report

The Scheme Booklet will include a copy of the Independent Expert’s Report in relation to the Scheme, which has been prepared by PwC (Independent Expert).

Recommendation of Base Resources Directors

The Base Resources Directors continue to unanimously recommend that Base Resources shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Base Resources shareholders.  Subject to those same qualifications, each Base Resources Director intends to vote all their Base Resources shares in favour of the Scheme at the Scheme Meeting.

Scheme Meeting

The Scheme Meeting will be held at 11.00am (Perth time) on 5 September 2024 at the Gallery Suite at the InterContinental Perth City Centre, Level 1, 815 Hay Street, Perth, Western Australia and virtually via the Lumi platform, accessible using the URL https://web.lumiconnect.com/388093896.

Base Resources shareholders registered on the Base Resources share register at 5.00pm (Perth time) on 3 September 2024 will be entitled to vote on the Scheme.  Base Resources DI holders registered on the Base Resources DI register at 6.00pm (London time) on 29 August 2024 will also be entitled to vote on the Scheme (by providing voting instruction in advance to the depositary, rather than in person or online at the Scheme Meeting).

All Base Resources shareholders and DI holders are encouraged to vote on the Scheme.

Scheme information line

If you have any questions in relation to the Scheme or the Scheme Booklet, please contact the Base Resources Scheme information line on 1300 271 804 (within Australia) and [phone] (outside Australia) between 8.30am and 5.00pm (Melbourne time), Monday to Friday, excluding public holidays.

Updated Scheme timetable

Event	Indicative timing
Dispatch of Scheme Booklet to Base Resources shareholders	6 August 2024
Time and date for determining eligibility to vote at the Scheme Meeting for Base Resources DI holders	29 August 2024 6.00pm London time
Latest time and date for receipt of Form of Instructions or CREST voting instructions by the depositary from the Base Resources DI holders for the Scheme Meeting	30 August 2024 6.00pm London time
Latest time and date for receipt of proxy forms or powers of attorney by the Base Resources share registry for the Scheme Meeting	3 September 2024 11.00am Perth time
Time and date for determining eligibility to vote at the Scheme Meeting for Base Resources shareholders	3 September 2024 5.00pm Perth time
Scheme Meeting	5 September 2024 11.00am Perth time
Second Court Hearing	12 September 2024 12.15pm Perth time
Effective Date (Suspension of trading on AIM)	13 September 2024
Special Dividend Record Date	Shareholders: 18 September 2024 5.00pm Perth time DI holders: 18 September 2024 6.00pm London time
Latest time and date for receipt of Election Forms from small shareholders	18 September 2024 5.00pm Perth time
Latest time and date for receipt of elections via CREST for small shareholders that are DI holders	18 September 2024 1.00pm London time
Scheme Record Date	Shareholders: 20 September 2024 5.00pm Perth time DI holders: 20 September 2024 6.00pm London time
Special Dividend Payment Date	1 October 2024
Implementation Date (with cancellation and delisting from AIM to occur shortly thereafter)	2 October 2024

AIM Rule 41

In accordance with AIM Rule 41, the Company has notified the London Stock Exchange of the Company's intention, subject to the resolution to be proposed to the Base Resources shareholders at the Scheme Meeting to approve the Scheme (Scheme Resolution) being passed and the Scheme becoming effective, to cancel the Company's admission of its ordinary shares to trading on AIM on 3 October 2024 (being the Business Day after the Implementation Date) (Cancellation). Accordingly, if the Scheme Resolution is passed by the Base Resources shareholders and the Scheme becomes effective, the Cancellation will become effective at 7.00am on 3 October 2024.

The last day of dealings in, and registration of transfers of, Base Resources DIs on AIM will be the Business Day immediately prior to the Effective Date, with trading on AIM to be suspended with effect from 7.30am (London time) on the Effective Date.

ENDS.

For further information contact:

Australian Media Relations	UK Media Relations
Sodali & Co	Tavistock Communications
Cameron Gilenko and Michael Weir	Jos Simson and Gareth Tredway
Tel: [phone]	Tel: [phone]

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:  [e-mail]
Phone: [phone]
Fax: [phone]

NOMINATED ADVISER & JOINT BROKER
Canaccord Genuity Limited
James Asensio / Raj Khatri / George Grainger
Phone: [phone]

JOINT BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: [phone]

---

---