Herbert Smith Freehills Kramer Advised Energy Fuels, Inc. On Its Proposed Acquisition Of Australian Strategic Materials Limited

Herbert Smith Freehills Kramer Advised Energy Fuels, Inc. On Its Proposed Acquisition Of Australian Strategic Materials Limited

Herbert Smith Freehills Kramer (HSF Kramer) is pleased to have advised Energy Fuels, Inc. (NYSE: UUUU, TSX: EFR) (Energy Fuels) on its proposed A$447 million scrip acquisition of 100% of the issued capital of Australian Strategic Materials Ltd (ASX: ASM) (ASM), by way of scheme of arrangement (the Transaction).

The Transaction would create a new “mine to-metal/alloy” rare-earth champion for both heavy and light rare earths, to close a critical strategic gap in global supply chains for critical magnet applications, including automotive, advanced robotics, energy, and defence technologies.

In connection with the Transaction, Energy Fuels has agreed to establish a secondary listing on the ASX to allow ASM shareholders to trade Energy Fuels shares via CDIs. ASM shareholders will be able to elect whether to receive the scheme consideration in Energy Fuels shares which are listed on both the NYSE American (NYSE) and the Toronto Stock Exchange (TSX) or CDIs which are proposed to be listed on the ASX.

Energy Fuels and ASM have also agreed to undertake a separate, but concurrent, options scheme of arrangement, under which it is proposed that ASM’s quoted options (ASX:ASMO) will be transferred to Energy Fuels in exchange for cash consideration.

HSF Kramer (Partner) Nicole Pedler said, "We are proud to have advised Energy Fuels on this important transaction and to have the opportunity to support it in achieving its strategy to create a new “mine to-metal/alloy” rare-earth champion."

Goldman Sachs & Co. LLC acted as financial adviser to Energy Fuels, with Dentons Canada LLP (Canadian and Korean legal) and Dorsey & Whitney LLP (US legal) acting as foreign legal counsel on the Transaction.

The HSF Kramer team was led by Nicole Pedler (Partner), and Jay Leary (Partner), with support from Will Kunstler (Senior Associate), Tim Coorey (Senior Associate), Jack Campion (Senior Associate), and Ben Hansen (Solicitor), and Ryan Chan (Solicitor). Jay Prasad (Partner), Mark Peters (Senior Associate), and Jonathan Wu (Solicitor), Jeneesha Fernando (Solicitor), and Coco Frohlich (Solicitor) advised on the tax aspects.

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