Anfield Energy Inc 6-K, filed Jan 13, 2026
Anfield Energy Inc. (AEC)
About this 6-K
Anfield Energy Inc filed this 6-K on January 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-42808
Anfield Energy Inc.
(Translation of registrant's name into English)
2005-4390 Grange Street, Burnaby, British Columbia, Canada, V5H 1P6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Anfield Energy Inc. | ||
| (Registrant) | ||
| Date: January 13, 2026 | /s/ Corey Dias | |
| Corey Dias | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated January 13, 2026 |
EXHIBIT 99.1
Anfield Energy Announces Closing of US$6,000,000 Non-Brokered LIFE Offering of Common Shares and Concurrent US$4,000,000 Non-Brokered Private Placement of Subscription Receipts
VANCOUVER, British Columbia, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Anfield Energy Inc. (TSX.V: AEC; NASDAQ: AEC; FRANKFURT: 0AD) (“Anfield” or the “Company”), is pleased to announce 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 and on the Company’s website at www.anfieldenergy.com.
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.
Uranium Energy has filed an early warning report under Anfield’s profile at SEDAR+ at www.sedarplus.ca in connection with the acquisition under National Instruments 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Requirements. To obtain more information or a copy of such report, please contact Josephine Man, Chief Financial Officer, at jman@uraniumenergy.com.
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.
About Anfield
Anfield is a uranium and vanadium development company that is committed to becoming a top-tier energy-related fuels supplier by creating value through sustainable, efficient growth in its assets. Anfield is a publicly traded corporation listed on the NASDAQ (AEC-Q), the TSXV (AEC-V) and the Frankfurt Stock Exchange (0AD).
On behalf of the Board of Directors
ANFIELD ENERGY INC.
Corey Dias, Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Contact:
Anfield Energy, Inc.
Corporate Communications
604-669-5762
contact@anfieldenergy.com
www.anfieldenergy.com
This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. The forward-looking statements contained herein may include, but are not limited to, statements regarding the Escrow Release Conditions, statements regarding the anticipated benefits and impacts of the Offering, statements regarding the anticipated use of proceeds from the Offering and statements regarding the Special Meeting and the timing thereof. Forward-looking statements are based on the Company’s current beliefs and assumptions as to the outcome and timing of future events, including, but not limited to, that the proceeds of the Offering will be deployed as anticipated, the anticipated benefits and impacts of the Offering being realized, the Escrow Release Conditions will be satisfied on or prior to the Escrow Release Deadline and the Company holding the Special Meeting as currently contemplated. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among other things: the anticipated use of proceeds from the Offering, the benefits and impacts of the Offering not being as anticipated, the risks and uncertainties relating to required approvals for Uranium Energy’s participation in the Offering, through its wholly-owned subsidiary, UEC, as a “Control Person” (as defined in the policies of the TSXV), including the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline, the risk that the Company may not be able to hold the Special Meeting as currently contemplated, or at all, the risks and uncertainties relating to exploration and development, the ability of the Company to obtain additional financing, the need to comply with environmental and governmental regulations in Canada and the United States, fluctuations in the prices of commodities, operating hazards and risks, competition and other risks and uncertainties and other such factors as are set forth in the annual information form for the Company’s most recently completed year end, as well as the management discussion and analysis and other disclosures of risk factors for the Company, filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.