SCHEDULE: Uranium Energy Corp. Boosts Anfield Energy Stake to 36.8%

Uranium Energy Corp. and its subsidiary UEC Energy Corp. have filed a Schedule 13D, disclosing a 36.8% beneficial ownership in Anfield Energy Inc., including shares, warrants, and subscription receipts.

Summary

• Uranium Energy Corp. (UEC) and its subsidiary UEC Energy Corp. (Reporting Persons) beneficially own 7,159,377 Common Shares of Anfield Energy Inc., representing 36.8% of the class.
• This ownership includes 4,978,877 currently held shares, 1,283,639 shares acquirable via warrants, and 896,861 shares acquirable via subscription receipts, all exercisable within 60 days.
• The Reporting Persons acquired these securities through various transactions, including a debt settlement in 2022, and subsequent share acquisitions in 2025.
• Anfield Energy Inc. undertook a 1-for-75 share consolidation on August 1, 2025.
• The most recent acquisition on January 12, 2026, involved 896,861 subscription receipts, contingent on TSX-V approval and disinterested shareholder approval for UEC to become a "Control Person."
• UEC has an Indemnification Support Agreement (dated February 20, 2025) granting it rights to designate directors proportionate to its ownership (if > 9.99%) and customary anti-dilution/top-up rights.
• The Reporting Persons intend to continuously review their investment and may consider further acquisitions, dispositions, or extraordinary corporate transactions involving Anfield Energy Inc.

Sentiment

Score: 7

Explanation: The filing indicates a significant and growing strategic investment by Uranium Energy Corp. in Anfield Energy Inc., suggesting confidence in Anfield's prospects. The establishment of governance rights and anti-dilution provisions are positive for UEC. However, the contingencies for full beneficial ownership and the potential for future changes in corporate structure introduce some uncertainty.

Positives

• Increased strategic stake in Anfield Energy Inc. to 36.8%, indicating strong commitment and potential influence.
• Indemnification Support Agreement provides UEC with significant governance rights, including board representation and anti-dilution protection.
• The acquisition of subscription receipts further solidifies UEC's position, contingent on regulatory and shareholder approvals.

Negatives

• The conversion of subscription receipts and exercise of warrants are contingent on TSX-V approval and disinterested shareholder approval, introducing a potential hurdle.
• The need for disinterested shareholder approval for UEC to become a "Control Person" suggests potential resistance or regulatory scrutiny.

Risks

• The ability to fully realize the beneficial ownership from subscription receipts and warrants is contingent on obtaining TSX-V approval and disinterested shareholder approval for Uranium Energy Corp. to be designated a "Control Person" of Anfield Energy Inc.
• Future actions by the Reporting Persons, including potential dispositions or extraordinary corporate transactions, could impact the Issuer's stock price and corporate structure.

Future Outlook

The Reporting Persons intend to continuously review their investment in Anfield Energy Inc. and may consider various actions, including further acquisitions or dispositions of securities, exercising convertible securities, or proposing extraordinary corporate transactions such as mergers, asset sales, or changes in management or corporate structure. These plans are subject to change based on market conditions, the Issuer's performance, and other factors.

Industry Context

This filing indicates a significant strategic investment by a major uranium mining and exploration company (Uranium Energy Corp.) into another company in the same sector (Anfield Energy Inc.). This could suggest consolidation within the uranium industry or a strategic move by UEC to expand its resource base or influence, potentially driven by a positive long-term outlook for uranium demand.

Corporate Governance

Related Party Transactions

• Uranium Energy Corp. entered into a debt settlement agreement and property swap agreement with Anfield Energy Inc. on April 19, 2022, to settle $18,342,000 in indebtedness.
• Uranium Energy Corp. acquired 107,142,857 Common Shares from Anfield Energy Inc. via a subscription agreement on January 15, 2025.
• Anfield Energy Inc. agreed to issue 896,861 subscription receipts to UEC Energy Corp. (a wholly-owned subsidiary of Uranium Energy Corp.) on January 12, 2026.

Stakeholder Impact

• Shareholders of Anfield Energy Inc.: Potential for increased strategic direction and oversight from a major industry player (Uranium Energy Corp.). The requirement for disinterested shareholder approval for UEC to become a "Control Person" ensures their voice is heard on significant governance matters. Potential for future corporate transactions (merger, asset sale) could significantly impact share value.
• Shareholders of Uranium Energy Corp.: Increased exposure to Anfield Energy Inc.'s assets and operations, potentially enhancing UEC's overall resource base and strategic position in the uranium market.

Next Steps

• Anfield Energy Inc. is anticipated to hold a Special Meeting on or about February 27, 2026, for disinterested shareholder approval of Uranium Energy Corp. as a "Control Person."
• The Escrow Release Conditions for the 896,861 subscription receipts must be satisfied by March 31, 2026, or a later specified date, for conversion into Common Shares.
• The Reporting Persons will continue to review their investment and may consider further acquisitions, dispositions, or extraordinary corporate transactions.

Key Dates

Recommendation

The filing details a significant and growing strategic stake by Uranium Energy Corp. in Anfield Energy Inc., indicating a long-term commitment and potential for increased influence. While the increased ownership and governance rights are positive, the full realization of beneficial ownership is contingent on regulatory and disinterested shareholder approvals. The stated intent to continuously review the investment and potentially consider extraordinary corporate transactions introduces both upside and downside risk. Given the current stage of increasing influence and pending approvals, a 'hold' recommendation is appropriate, awaiting the outcome of the shareholder vote and further clarity on UEC's strategic intentions for Anfield.

Keywords

Uranium Energy Corp, Anfield Energy Inc, Schedule 13D, Beneficial Ownership, Uranium Mining, Exploration, Equity Stake, Warrants, Subscription Receipts, Corporate Governance, TSX Venture Exchange, Control Person, Share Consolidation