Anfield Energy Inc 40-F for FY2025

Anfield Energy Inc. (AEC)

40-F 2026-03-31 For: 2025-12-31

Added on April 05, 2026

About this 40-F

Anfield Energy Inc filed this 40-F on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: 19.72M CAD; compared with a net loss of 11.45M CAD a year earlier
Diluted EPS: -1.28 CAD; compared with -0.84 CAD a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		AEC		The Nasdaq Stock Market LLC

	2025 (Canadian $)		2024 (Canadian $)

Audit Fees ⁽¹⁾	$	310,000	$	140,000
Audit-Related Fees⁽²⁾		NIL		NIL
Tax Fees⁽³⁾		19,000		19,000
All Other Fees ⁽⁴⁾		NIL		NIL
Total	$	329,000	$	159,000

⁽¹⁾	“Audit Fees” include fees necessary to perform the audit of the Company’s consolidated financial statements. Audit Fees include quarterly reviews, fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
⁽²⁾	“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
⁽³⁾	“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for filing tax returns for U.S. subsidiary, tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
⁽⁴⁾	“All Other Fees” include fees relating to the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1 to 3 above.

	ANFIELD ENERGY INC.

	By:	/s/ Corey Dias
	Name:	Corey Dias
	Title:	Chief Executive Officer
	Date:	March 31, 2026

99.1	Annual Information Form of the Company for the year ended December 31, 2025
99.2	Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2025 and December 31, 2024, together with the report thereon of the independent auditor
99.3	Management’s Discussion and Analysis for the year ended December 31, 2025
99.4	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6	Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of DMCL LLP
99.9	Compensation Recovery Policy
99.10	Consent of Douglas L. Beahm
99.11	Consent of Carl Warren
99.12	Consent of Harold H. Hutson
99.13	Consent of Terence P. McNulty
99.14	Consent of T.P. McNulty and Associates Inc.
99.15	Consent of BRS, Inc.
101	Interactive Data File
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

FORWARD LOOKING STATEMENTS			1
DEFINITIONS AND OTHER INFORMATION			3
	References		3
	Currency		3
	Technical Disclosure		3
	Third-Party Information		4
	Non-IFRS Measures		4
	Note to US Investors Concerning Technical Disclosure		4
	Date of Information		5
CORPORATE STRUCTURE OF THE COMPANY			5
	Name, Address and Incorporation		5
	Intercorporate Relationships		5
GENERAL DEVELOPMENT OF THE BUSINESS			5
	Overview		5
	Three Year History		6
DESCRIBE THE BUSINESS			14
	Risk Factors		14
	General		30
		Competitive Conditions	30
		Specialized Skills and Knowledge	30
		Mineral Price and Economic Cycles	31
		Economic Dependence	31
		Bankruptcy and Similar Procedures	31
		Reorganizations	31
		Foreign Operations	31
		Employees	31
		Environmental Protection	31
		Social or Environmental Policies	31
TECHNICAL INFORMATION			31
	The West Slope Project		32
	The Shootaring Canyon Mill, Velvet-Wood Project and Slick Rock Project		44
DESCRIPTION OF CAPITAL STRUCTURE			65
PRIOR SALES			66
DIVIDENDS AND DISTRIBUTIONS			67
MARKET FOR SECURITIES			67

DIRECTORS AND OFFICERS		68
	Name and Occupation	68
	Cease Trade Orders, Bankruptcies, Penalties or Sanctions	69
	Committees of the Board	69
	Conflicts of Interest	69
AUDIT COMMITTEE INFORMATION		70
	Audit Committee Charter	70
	Composition of the Audit Committee and Independence	70
	Relevant Education and Experience	70
	Audit Committee Oversight	70
	Reliance on Certain Exemptions	70
	Pre-Approval Policies and Procedures	71
	Audit Fees	71
LEGAL PROCEEDINGS AND REGULATORY ACTIONS		71
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		71
TRANSFER AGENTS AND REGISTRARS		72
MATERIAL CONTRACTS		72
INTERESTS OF EXPERTS		72
ADDITIONAL INFORMATION		72
SCHEDULE “A” AUDIT COMMITTEE CHARTER		A-1

			Past Production Leases & Claims (Pounds U₃O₈) (Pounds V₂O₅)
DOE Lease and Lode Mining Claims	Acres		1977-2002		2003-2006		Total
JD-6		325		279,902		68,223		348,125
Mineral Joe claims		120		1,910,463		396,630		2,307,093
JD-7		320
JD-7A,		120		46,280		-		46,280
Palmer Ranch		240		125,410		-		125,410
Sugar claims		120
JD-8		813		-		35,704		35,704
Doagy, Opera Box claims		35		-		151,501		151,501
JD-9		897		128,584		98,127		226,711
Lasso claims		40		701,553		512,433		1,213,986
Project Total				454,766		202,054		656,820
				2,737,426		1,060,564		3,797,990

Lease No.	Yearly Royalty Payment		Royalty bid payments due upon mining
JD-6 (DE-RO01-19LM70254)	$	28,300		19.92	%
JD-7 (DE-RO01-19LM70255)	$	87,100		16.86	%
JD-8 (DE-RO01-19LM70256)	$	13,600		15.02	%
JD-9 (DE-RO01-19LM70257)	$	21,800		16.26	%

	●	Most mineralized deposits are in or near thicker, central parts of sandstone lenses, and, in general, the thickness of the sandstone decreases moving away from the deposits. Sandstone less than 40-ft thick is generally not favorable for large, mineralized deposits.
	●	Sandstone in the vicinity of the mineralized deposit is colored light brown, but an increasing proportion of sandstone, moving away from the deposit, has a reddish color which is indicative of unfavorable ground.
	●	The mudstone in the mineral-bearing sandstone near and immediately below the deposit changes from a red to gray color. The amount of altered mudstone decreases further outward from the mineral deposit.
	●	Sandstone in the immediate vicinity of the mineral deposit contains more carbonized plant fossils than similar beds further form the mineral deposit. This suggests that a mineral deposit is localized in the vicinity of abundant carbonaceous material.

Uranium Indicated Mineral Resource	GT Cutoff (ft%)		AVG. Thickness (ft)		AVG. Grade (%eU₃O₈)		Tons		Pounds (eU3O8)
JD6 Lease		0.3		2.9		0.229		52,000		238,000
JD7 Lease		0.3		5.9		0.196		865,000		3,385,000
JD8 Lease		0.3		4.0		0.197		306,000		1,202,000
JD9 Lease		0.3		4.4		0.193		144,000		556,000
Mineral Resource		0.3		5.2		0.197		1,367,000		5,381,000

Vanadium Inferred Mineral Resource	AVG. Grade %V2O5		Tons		Pounds (V₂O₅)
JD6 Lease		1.147		52,000		1,189,000
JD7 Lease		0.979		865,000		16,923,000
JD8 Lease		0.985		306,000		6,012,000
JD9 Lease		0.963		144,000		2,782,000
Mineral Resource		0.984		1,367,000		26,906,000

	●	risks associated with mineral reserve and resource estimates, including the risk of errors in assumptions or methodologies;
	●	risks associated with estimating mineral extraction and recovery, forecasting future price levels necessary to support mineral extraction and recovery;
	●	uncertainties and liabilities inherent to conventional mineral extraction and recovery;
	●	geological, technical and processing problems, including unanticipated metallurgical difficulties, less than expected recoveries, ground control problems, process upsets, and equipment malfunctions;
	●	risks associated with labor costs, labor disturbances, and unavailability of skilled labor;
	●	risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in the production processes;
	●	risks associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation, and delays in obtaining permits and licenses that could impact expected mineral extraction and recovery levels and costs; and
	●	actions taken by regulatory authorities with respect to mineral extraction and recovery activities.

	●	Based on the experience of other proposed mines in the Uravan district, some level of public opposition given its geographical location. However, Anfield controls the Shootaring Canyon Mill near Ticaboo, Utah. The Shootaring Canyon Mill has a Radioactive Materials License (UT090048) from the State of Utah which is currently active and an amendment to such license has been submitted for operational status and is in the process of being reviewed. The Shootaring Canyon Mill would require updating and revision of permits to allow operations and the Shootaring Canyon Mill would require refurbishment, but it is considered reasonable to presume mined material from the West Slope Project could ultimately be processed at Ticaboo.
	●	The combined royalty burden from both Cotter and the DOE is considered excessive in comparison to typical industry practice and may inhibit the development of the West Slope Project.

	●	Analyze the samples for uranium, vanadium, and radium to evaluate disequilibrium and the ratio of vanadium to uranium.
	●	Complete bench scale testing of mechanical sorting of the mined material prior to mineral processing to upgrade the mined material.
	●	Complete bench scale metallurgical testing of the bulk sample for anticipated mill processing alternatives including conventional milling, vat and heap leaching.
	●	Completion of a PEA or PFS.

	●	17.0 ft grading an average of 5,190 ppm (0.519%) eU₃O₈in Hole JD7-25-004B, with a peak of 14,850 ppm (1.485%) eU₃O₈at 153.5 ft;
	●	19.0 ft grading an average of 2,380 ppm (0.238%) eU₃O₈in Hole JD7-25-005, with a peak of 9,240 ppm (0.924%) eU₃O₈at 170.0 ft;
	●	17.0 ft grading an average of 1,620 ppm (0.162%) eU₃O₈in Hole JD7-25-012, with a peak of 5,990 ppm (0.599%) eU₃O₈at 185.0 ft; and
	●	21.0 ft grading an average of 2,500 ppm (0.250%) eU₃O₈in Hole JD7-25-014B, with a peak of 7,770 ppm (0.777%) eU₃O₈at 212.5 ft.

	○	The existing Radioactive Materials License, UT0900480, issued by UDEQ/DRC, requires an amendment to convert from the current care and maintenance status to operational status. An amendment to such license has been submitted for operational status and is in the process of being reviewed.
	○	A mill reactivation plan has been submitted to UDEQ. The application includes both substantial designs for the rehabilitation of the mill and a basis for amending the mill license and a reclamation design for the mill tailings.
	○	The mill is being maintained along with all additional permits and licenses and required environmental monitoring programs.

	○	The existing Large Mine Permit, UTU68060, issued by DOGM and the Plan of Operations issued by BLM require an amendment to convert from current care and maintenance status of operational status and to include the Wood portion of the mine.
	○	The existing ground water discharge permit, UGW170003, issued by UDEQ/WQD will require amendment. If uranium is recovered from the ground water this would require licensing action by UDEQ/DRC.
	○	As of the date of this AIF, a new mine permit for the Velvet-Wood mine has been granted by the U.S. Department of the Interior and the Company has received all ancillary permits necessary for the resumption of mine operations. Currently, the Company is in the process of rehabilitating the Velvet-Wood mine.

	○	A new Large Mine Permit and Plan of Operations is required to be issued by CMLRB and BLM, respectively.
	○	If it were necessary to recover uranium onsite from ground water treatment in order to meet discharge permit requirements, a source materials license from CDPHE would be required.

	○	Air quality permits.
	○	Water quality permits, storm water discharge (construction and operations).
	○	Monitor well permits.
	○	Water rights for consumptive use.
	○	Federal Mine Safety for mine and mill under the Mine Safety and Health Administration (MSHA).

	●	Uranium by fluorometric assay.
	●	Vanadium, molybdenum, arsenic, iron, magnesium, aluminum, calcium, thorium, zinc, copper, nickel, cobalt, and manganese by semi-quantitative x-ray fluorescence (XRF).
	●	Uranium equivalent (eU₃O₈) by gamma spectroscopy.

	●	Vat leaching economics depend on rapid leaching kinetics that can be obtained in a 4- to 7-day leaching cycle, thereby minimizing the number of vats required. In order to ensure rapid solution percolation, the vat feed must be crushed to minus 0.25 to 0.5 inches, de-slimed, and the slimes separately leached in agitated tanks. Since fine particles dictate the thickener area requirement for a CCD circuit, vat leaching would require essentially the same size CCD system that conventional milling requires, negating most of the cost advantage usually attributable to vats.
	●	Heap leaching was applied successfully to several uranium ores during the 1960s and 1970s, but it has not been attempted when co-product vanadium is planned. Satisfactory vanadium extraction requires a higher free acid concentration, causing more severe attack of the gangue minerals and heightening the potential for secondary slimes to impair heap permeability.
	●	Neither vats nor heaps could reasonably be expected to achieve uranium extractions that can be obtained with milling.

	●	Total initial CAPEX, not including current and sunk costs, is estimated at US$122.3 million (refer to table 21.1 in the 2023 PEA).
	●	Total weighted average OPEX is estimated at US$244 per ton mined and processed (refer to table 21.3 in the 2023 PEA).
	●	The total cost per ton to produce saleable uranium and vanadium products is estimated at US$290 per ton. This compares to an estimated gross value of US$741 per ton (refer to table 21.3 in the 2023 PEA).

	●	Pre-tax IRR 40%
	●	Post-tax IRR 33%
	●	Pre-Tax NPV (8% discount rate) $238,398 $US x 1,000
	●	Post-Tax NPV (8% discount rate) $196,768 $US x 1,000

	GT Contour Resource Model
Modeling Assumption Parameter	Velvet Mine		Wood Mine		Slick Rock Mine
Minimum reported grade (% eU3O8)		0.05		0.05		0.02
Nominal Thickness (ft)		4		4		4
Maximum Radius of Influence (ft)		100		100		400
Radiometric Equilibrium Factor (DEF)		1		1		1
Bulk Tonnage Factor (cft/st)		14.5		14.5		15
Minimum Sum GT Resource Model Cutoff		0.25 – 0.50		0.25		0.40

	●	Portions of deposit have been successfully mined in the past.
	●	Uranium has been successfully extracted from mined material via conventional milling.
	●	The Velvet-Wood Project and the Slick Rock Project have some of the required operating permits and facilities in place.

	●	Future commodity demand and pricing.
	●	Environmental and political acceptance of the projects.
	●	Variance in capital and operating costs.
	●	Mine and mineral processing recovery and dilution.
	●	Continuity of mineralization with respect to thickness and grade may vary.
	●	Mining claims are subject to the Mining Law of 1872. Changes in the mining law could affect the mineral tenure.
	●	There is a risk that underground conditions at the Velvet Mine and/or the Slick Rock Mine may limit access to mineral resources.

	●	The BLM could require updated baseline environmental studies and initiate the National Environmental Policy Act (NEPA) process if the updated mine plan deviates significantly from the scope of the currently approved but outdated plan. This could have substantial cost and schedule impacts, as discussed in Section 20 of the 2023 PEA.
	●	The Colorado Department of Health and/or Utah Department of Environmental Quality - Division of Waste Management and Radiation Control could require a Source Materials License if mine dewatering treatment wastes exceed the minimum quantities identified in 10 CFR §40.22 (more than 150 lbs of material with greater than 0.05% natural uranium), which would incur risks of additional costs and extended schedule.

GENERAL TERMS AND ABBREVATIONS
	METRIC US				Metric: US
	Term	Abbreviation	Term	Abbreviation	Conversion
Area	Square Meters	M²	Square Feet	Ft²	10.76
	hectare	Ha	Acre	Ac	2.47
Volume	Cubic Meters	m³	Cubic Yards	Cy	1.308
Length	Meter	m	Feet	Ft	3.28
	Meter	m	Yard	Yd	1.09
Distance	Kilometer	km	Mile	mile	0.6214
Weight	Kilogram	Kg	Pound	Lb	2.20
	Metric Ton	km³	Short Ton	Ton	1.10
Currency			US Dollars	$US
URANIUM / VANADIUM SPECIFC TERMS AND ABREVATIONS
Uranium Oxide Grade	Parts Per Million	ppm U₃O₈	Weight Percent	%U₃O₈
Vanadium Oxide Grade	Parts Per Million	Ppm V₂O₅	Weight Percent	%V₂O₅
Radiometric Equivalent Grade		ppm eU₃O₈		% eU₃O₈
Thickness	meters	m	Feet	Ft
Grade Thickness Product	grade x meters	GT(m)	grade x feet	GT(Ft)

	●	Gamma ray logging results show elevated uranium mineralization exceeding 200ppm eU₃O₈in 7 of 14 drill holes
	●	Significant intercepts of mineralization including:

	○	10.0 ft grading 1560 ppm eU₃O₈ (GT of 1.56) in Hole SR-24-01, peak of 2610 ppm eU₃O₈at 925.0 ft
	○	5.0 ft grading 2180 ppm eU₃O₈(GT of 1.09) in Hole SR-24-04, peak of 5910 ppm eU₃O₈at 809.5 ft

Number of Warrants outstanding			Exercise price			Expiry
	1,666,667	⁽¹⁾	$	13.50	⁽¹⁾	May 12, 2027
	1,283,638	⁽²⁾	$	13.50		May 12, 2027
	799,000	⁽²⁾	$	11.25		September 26, 2028
	461,404	⁽²⁾	$	7.125		October 6, 2028
	4,210,709

	(1)	Represented on a post-Consolidation basis such that seventy-five (75) Warrants must be exercised at a price of $0.18 per Warrant to acquire one (1) Share at an aggregate exercise price of $13.50 per Share.
	(2)	These Warrants are reflected on a post-Consolidation basis.

Number of Options outstanding and exercisable		Exercise price		Expiry
	190,000	$	9.00	August 27, 2026
	416,667	$	7.50	September 20, 2027
	424,904	$	7.50	October 6, 2028
	560,572	$	6.90	December 31, 2030
	1,592,143

Date of Issuance	Reason for Issuance	Type of Security	Number		Price per Security		Aggregate Proceeds
January 15, 2025	Private Placement	Shares		107,142,857	$	0.14	$	15,000,000.00
March 18, 2025	Consideration for Credit Facility Amendment	Warrants		59,925,000	$	0.15		N/A
May 6, 2025	Asset Acquisition	Shares		12,729.464	$	0.06		N/A
June 3, 2025	Warrant Exercise	Shares		200,000	$	0.085	$	17,000.00
June 13, 2025	Warrant Exercise	Shares		44,580	$	0.055	$	3,789.30
June 17, 2025	Warrant Exercise	Shares		50,000	$	0.085	$	2,750.00
June 18, 2025	Warrant Exercise	Shares		15,000	$	0.085	$	1,275.00
June 24, 2025	Warrant Exercise	Shares		150,000	$	0.085	$	12,750.00
June 26, 2025	Warrant Exercise	Shares		50,115	$	0.055	$	2,756.33
July 3, 2025	Warrant Exercise	Shares		400,000	$	0.085	$	34,000.00
July 4, 2025	Warrant Exercise	Shares		1,000,000	$	0.085	$	85,000.00
July 8, 2025	Warrant Exercise	Shares		15,000	$	0.055	$	825.00
July 8, 2025	Warrant Exercise	Shares		1,000,000	$	0.085	$	85,000.00
July 8, 2025	Warrant Exercise	Shares		450,000	$	0.085	$	38,250.00
July 8, 2025	Warrant Exercise	Shares		1,227,000	$	0.085	$	104,295.00
July 10, 2025	Warrant Exercise	Shares		900,000	$	0.085	$	76,500.00
July 16, 2025	Warrant Exercise	Shares		13,636,400	$	0.085	$	1,159,094.00
July 16, 2025	Warrant Exercise	Shares		250,000	$	0.055	$	13,750.00
September 24, 2025⁽¹⁾	Warrant Exercise	Shares		2,053	$	7.50	$	15,397.50
September 24, 2025	Warrant Exercise	Shares		3,000	$	7.50	$	22,500.00
September 25, 2025	Warrant Exercise	Shares		2,866	$	7.50	$	21,495.00
September 26, 2025	Warrant Exercise	Shares		2,972	$	7.50	$	22,290.00
September 26, 2025	Warrant Exercise	Shares		134	$	7.50	$	1,005.00
October 2, 2025	Warrant Exercise	Shares		4,000	$	7.50	$	30,000.00
October 15, 2025	Warrant Exercise	Shares		1,333	$	7.50	$	9,997.50
October 20, 2025	Warrant Exercise	Shares		53,333	$	7.125	$	379,997.63
October 24, 2025	Warrant Exercise	Shares		100,000	$	7.125	$	712,500.00
October 29, 2025	Warrant Exercise	Shares		61,540	$	7.50	$	461,550.00
November 20, 2025	Warrant Exercise	Shares		43,667	$	7.50	$	327,502.50
November 28, 2025	Warrant Exercise	Shares		10,000	$	7.50	$	75,000.00
December 5, 2025	Warrant Exercise	Shares		10,533	$	7.50	$	78,997.50
December 15, 2025	Warrant Exercise	Shares		860	$	7.50	$	6,450.00
December 31, 2025	Option Grant	Options		560,572	$	6.90		N/A