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**Anfield Energy Inc. (TSX.V: AEC) (NASDAQ: AEC)** announced that it has closed its previously announced non-brokered private placement of 1,345,292 common shares in the capital of the Company (the “LIFE Shares”) at a price of US$4.46 per LIFE Share (the “Issue Price”) for gross proceeds to the Company of US$6,000,000 (the “LIFE Offering”). The LIFE Shares were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”).
The Company also announces that it has closed its previously announced concurrent non-brokered private placement of 896,861 subscription receipts of the Company (the “Subscription Receipts”) issued to UEC Energy Corp. (“UEC”), a subsidiary of Uranium Energy Corp. (NYSE American: UEC) (“Uranium Energy”), which is an insider and controlling shareholder of the Company, at the Issue Price for gross proceeds to the Company of US$4,000,000 (the “Concurrent Offering” and together with the LIFE Offering, the “Offering”). As a result, the total gross proceeds from the Offering were US$10,000,000.
Each Subscription Receipt entitles UEC to receive, upon satisfaction of the Escrow Release Conditions (as defined below) on or prior to 5:00 p.m. (Vancouver time) on March 31, 2026 or such other later date as may be specified by UEC in writing (the “Escrow Release Deadline”), one (1) common share in the capital of the Company (each, a “Common Share”), without payment of additional consideration and without further action on the part of UEC. The Company requires the approval of the TSX Venture Exchange (“TSXV”) of the participation of Uranium Energy through its wholly-owned subsidiary, UEC, in the Concurrent Offering and, pursuant to the policies of the TSXV, the approval of the disinterested shareholders of the Company of Uranium Energy as a “Control Person” of the Company (as such term is defined by the policies of the TSXV) by at least a simple majority of the votes cast at a special meeting of shareholders of the Company (the “Special Meeting”), excluding votes attached to Common Shares held by Uranium Energy and its “Associates” and “Affiliates” (as such terms are defined by the policies of the TSXV) (the “Escrow Release Conditions”). The Company anticipates holding the Special Meeting on or about February 27, 2026.
The Company intends to use the net proceeds from the Offering to fund capital commitments to the West Slope Project, Velvet-Wood Project, the Slick Rock Project, and Shootaring Canyon Mill and for general corporate purposes and working capital.
Uranium Energy’s participation in the Concurrent Offering through its wholly-owned subsidiary, UEC, and Mr. Corey Dias’s participation in the LIFE Offering, for 44,882 LIFE Shares and gross proceeds of US$200,173.72, constitutes a “related party transaction” within the meaning of TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s market capitalization. However, pursuant to the policies of the TSXV, the Company will seek the approval of the disinterested shareholders of the Company of Uranium Energy as a “Control Person” of the Company (as such term is defined by the policies of the TSXV) by at least a simple majority of the votes cast at the Special Meeting, excluding votes attached to Common Shares held by Uranium Energy and its “Associates” and “Affiliates” (as such terms are defined by the policies of the TSXV).
The LIFE Shares were offered for sale to purchasers resident (i) in each of the provinces and territories of Canada, except Quebec, pursuant to the Listed Issuer Financing Exemption, and (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”). As the LIFE Offering was completed pursuant to the Listed Issuer Financing Exemption, the LIFE Shares issued to Canadian subscribers pursuant to the LIFE Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The Subscription Receipts issued pursuant to the Concurrent Offering are subject to a hold period of four months and a day under applicable Canadian securities laws. There is an offering document related to the LIFE Offering that can be accessed under the Company’s issuer profile on SEDAR+ at [www.sedarplus.ca](http://www.sedarplus.ca) and on the Company’s website at [www.anfieldenergy.com](https://www.globenewswire.com/Tracker?data=t-nSqk_82YFNwZJK7zMir1T3suJLISb4OksapQRgA9z0td79shYasN1XoXPtR9qSIUsB_27OkrEX7vLox6KZXeyHaG9u90FekJej1it-6pc=).
The Company did not pay finders’ fees or commissions in connection with the Offering.
**No U.S. Offering or Registration**
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
**Early Warning Disclosure**
Uranium Energy, which is the Company’s largest shareholder, is providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws: Through its wholly-owned subsidiary, UEC, Uranium Energy, acquired ownership and control of 896,861 Subscription Receipts in the Concurrent Offering. Immediately prior to the acquisition, Uranium Energy had beneficial ownership, and control and direction of, a total of 4,978,877 Common Shares and 1,283,639 Common Share purchase warrants held through UEC, representing approximately 31.2% of the outstanding Common Shares on a non-diluted basis and approximately 36.4% of the outstanding Common Shares on a partially diluted basis after assuming the exercise of all Common Share purchase warrants beneficially owned by Uranium Energy. Immediately after the acquisition, Uranium Energy had beneficial ownership, and control and direction of, a total of 4,978,877 Common Shares, 1,283,639 Common Share purchase warrants and 896,861 Subscription Receipts held through UEC, representing approximately 28.8% of the outstanding Common Shares on a non-diluted basis and approximately 36.8% of the outstanding Common Shares on a partially diluted basis after assuming the exercise of all Common Share purchase warrants and conversion of all Subscription Receipts held, directly or indirectly, by Uranium Energy.
The Subscription Receipts were acquired by UEC for investment purposes. Uranium Energy will continue to monitor the business, prospects, financial condition and potential capital requirements of Anfield. Depending on its evaluation of these and other factors, Uranium Energy may from time to time in the future decrease or increase, directly or indirectly, its ownership, control or direction over securities of Anfield through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1 – Required Disclosure Under Early Warning Requirements.
The proportionate ownership figures of Uranium Energy above are based upon the number of Common Shares outstanding immediately after the Offering disclosed by Anfield, being 17,288,115 Common Shares.