Anfield Energy Inc. (TSX.V: AEC; NASDAQ: AEC; FRANKFURT: 0AD) announces that it has entered into an amending and consent agreement (the “Amending Agreement”) with Extract Advisors LLC (“Extract”) to amend the terms of an existing credit facility (the “Credit Facility”) (see the Company’s news release dated October 6, 2023, April 17, 2024 and March 18, 2025) with Extract, as agent of the Credit Facility.
Pursuant to the Amending Agreement, Extract consented to the Company’s proposed acquisition (the “Acquisition”) of all of the issued and outstanding securities of B.R.S. Inc. (see the Company’s news release dated December 18, 2025) (the “Consent”).
In consideration for the Consent, the Company has agreed to issue 50,000 bonus common shares (the “Bonus Shares”) and 500,000 bonus common share purchase warrants (the “Bonus Warrants”) to Extract, with each such Bonus Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of C$12.50 per share until September 26, 2028.
The issuance of the Bonus Shares and Bonus Warrants is made in accordance with TSX Venture Exchange (“TSXV”) Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions. For so long as the Credit Facility remains outstanding, all proceeds from the exercise of the Bonus Warrants by the lender shall be used to repay the principal amount of the Credit Facility. The Consent is conditional upon the Company’s issuance of the Bonus Shares and Bonus Warrants to Extract. The issuance of the Bonus Shares and Bonus Warrants is subject to the approval of the TSXV.
Extract and its joint actor, Extract Capital Master Fund Ltd., are insiders of the Company. The transactions contemplated by the Amending Agreement, including the issuance of the Bonus Warrants and Bonus Shares, constitute a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The board of directors of the Company have determined that the transactions contemplated by the Amending Agreement, including the issuance of the Bonus Shares and Bonus Warrants, will be exempt from the formal valuation and minority shareholder approval requirements in MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 and, in connection therewith, the directors have determined that at the time the Amending Agreement was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization.
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