All right, let's get started. Can everyone hear me? I've been told I've got quite a loud, booming voice, so I'll try and make sure that I subdue myself a little bit. Good morning, shareholders, Base Resources staff, and guests. My name is Scot Sobey, and I'm a non-executive director of Base Resources and will chair today's meeting. I'll begin by acknowledging the traditional owners of the land on which we meet today, the Whadjuk people of the Noongar nation, and pay my respects to elders, past and present. It is my pleasure to welcome you to this meeting for a proposed scheme of arrangement between Base Resources and its shareholders to effect a combination with Energy Fuels. The Scheme Meeting is being held as a hybrid meeting, both here at the Gallery Suite at the InterContinental Hotel in Perth and online via the Lumi platform. The Lumi platform allows shareholders, proxy holders, and guests to view a live webcast of the meeting. Shareholders and proxy holders can also ask questions, both orally and via the text-based Q&A function, as well as vote online. There can be a small transmission delay for the live webcast for those joining online. For this reason, there may be some slightly longer than normal pauses during the meeting to ensure our online attendees have sufficient opportunity to participate. If online attendees require any technical assistance during the meeting, please call the number shown on the Lumi platform landing page. In the unlikely event that there is a disruption to the live webcast before we have completed the formal part of the meeting that cannot be quickly resolved, I will advise at that time how the meeting will proceed, taking into consideration the number of shareholders that may be impacted and the extent to which participation in the business of this meeting is affected. Before I make introductions, there are some housekeeping and safety matters that I will draw to the attention of those here at the physical venue. In an emergency, an evacuation alarm will sound, and a floor warden will direct you to the nearest safe exit and to the assembly area. Please remain at the assembly area until you are instructed to return to the building by a warden. If you haven't already done so, please, can you put your mobile phones on silent? Many of you will be familiar with the Board, but for those who are not, please let me introduce you to my fellow directors. In the room today and to my left, we have Managing Director, Tim Carstens. Non-executive directors Michael Stirzaker, Diane Radley, and Sheila Khama could not be present in the room today but have all joined online, other than Sheila, who has unfortunately not been able to join due to a technological constraint in the location at which she is present. We also have present at today's meeting Mr. Chadwick Poletti, the company's Chief Legal Officer and Company Secretary. In addition, and in attendance, are the following members of the Base management team: Kevin Balloch, Chief Financial Officer, Andre Greyling, Officer of Growth, Stephen Hay, General Manager of Marketing, Hermis Georgiou, Group Legal Manager and Assistant Company Secretary. Finally, Rod Symes from the company's share registry, Computershare, is also in attendance. Rod will act as returning officer for today's meeting. For those here at the physical venue, if you have not had the opportunity to register your attendance, please do so now. Today is a significant day for Base Resources as shareholders have been asked to vote on a proposed scheme of arrangement under which Energy Fuels would acquire all of the shares in Base Resources, and Base Resources shareholders will become Energy Fuels shareholders. Following an outline of key details for this meeting, I will provide a brief overview of the scheme of arrangement. Base Resources' Managing Director, Tim Carstens, will then provide a brief presentation on the proposed combination with Energy Fuels, including the benefits for Base Resources shareholders and details about the combined group. Following the Managing Director's presentation, we will move to the sole item of business set out in the notice convening the Scheme Meeting, which is for Base Resources shareholders to vote on the scheme of arrangement between Base Resources and its shareholders to effect the combination with Energy Fuels. Once we have covered the formal item of business, we will provide an opportunity for members to ask questions on the item of business, the scheme, or the proposed combination more broadly. Finally, we will provide an opportunity for members to ask questions about the management of the company or its 2024 annual report, containing its annual financial statements, an auditor's report, and directors' report for the 2024 financial year, which was released to the market on the 26 August, 2024. For this purpose, we have Graham Hogg, a representative of KPMG, the company's auditor, present. This meeting has been convened by an order of the Federal Court of Australia, made on the 1st of August 2024, pursuant to subsection 411(1) of the Corporations Act. As it has passed the appointed time of 11:00 A.M., and I'm informed by the Company Secretary that a quorum of shareholders is present, I declare the meeting open. For members attending online, you may submit questions in text format or ask questions orally. To submit text questions, click on the Messaging tab at the top of the screen. There will then be a box for you to type your question. Once you have typed your question, click the arrow symbol to submit your question. A copy of your submitted questions, along with any written responses from the meeting team, can be viewed by selecting My Messages. To ask a question orally, click on the Request to Speak button at the bottom of the broadcast window. The audio questions interface will then display, and you'll be prompted to confirm your name and enter the topic of your question. You will then need to submit your request and follow the instructions to access your microphone and join the queue. Please note, while you can submit questions from now, I will not address these until we have covered the formal item of business. Questions from online attendees will then be considered after we have received any questions from the floor. Please note that text questions received from online attendees may be moderated, and if we receive multiple questions on the same topic, these may be amalgamated. The notice convening this Scheme Meeting is contained in Annexure Six of the scheme booklet, which was released to the market on the second of August 2024. Unless there are any objections, I will take the notice of Scheme Meeting as read. To allow online attendees time to consider, I will now pause for 15 seconds. No objections? Thank you. The notice is taken as read. The company has received a number of proxies for the meeting. The proxies received for the item of business will be displayed on the screen after details about the item have been provided. Voting on the item of business will be by poll. I will now hand over to our Company Secretary, who will provide an overview of the poll process. Thank you, Chad. Thank you, Chair. As declared, voting at today's meeting will be via poll. The persons entitled to vote on the poll are all Base Resources shareholders, representatives, and attorneys of shareholders, and proxy holders who are here in the room and have been issued a handheld voting device or have registered via the Lumi platform. Once voting opens, in-room attendees who are eligible to vote will see today's item of business appear on screen. Press one to vote for the item, two for against, or three to abstain. Proxy holders have been provided with a summary of proxy votes detailing their voting instructions. By voting using their handheld device, proxy holders are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, they need to select a voting option for the item using their handheld device to indicate how they wish to cast their open votes. If you require any assistance during the voting process, please raise your hand. For those in attendance online, if you are eligible to vote, a voting tab will appear at the top of the page after the Chair declares voting open. If you click on that tab, the item of business and your voting options will appear. To vote, click on the option corresponding with how you would like to vote. There is no Enter or Send button to check. Your vote will be recorded when you click on your voting option. Once voting has opened, in-person and online attendees may cast their votes at any time until the Chair declares the poll closed. You may also change your vote at any time before the poll is closed. The outcome of the poll will be announced on ASX and AIM shortly after the meeting. I'll now hand back to the Chair. Thank you, Chad. I declare voting open on the item of business. I would now like to provide a brief overview of the proposed scheme of arrangement. If the scheme is approved by shareholders and implemented, Energy Fuels will acquire all the shares in Base Resources, and Base Resources shareholders will receive 0.026 Energy Fuels common shares, as well as an unfranked special dividend of A$0.065 for each Base Resources share held. The Base Resources directors unanimously recommend that shareholders vote in favor of the scheme, with the independent expert, PwC Securities, having concluded that the scheme is in the best interest of Base Resources shareholders in the absence of a superior proposal. For completeness, I confirm that as of today's date, no superior proposal has emerged, and the directors are not aware of any superior proposal that is likely to emerge. In relation to the unanimous recommendation of the Base Resources directors, Base Resources shareholders should have regard to the interests of the Base Resources directors in the outcome of the vote, which may differ from those of the other Base Resources shareholders, as further described in sections ten point two, ten point three, ten point four, as well as footnote four of the scheme booklet. In this presentation, Tim Carstens will cover the key reasons identified by the Board as to why you should vote in favor of the scheme. He will also cover why you may wish to vote against the scheme. Implementation of the scheme remains subject to the following conditions precedent: approval of the scheme resolution by Base Resources shareholders at this meeting, approval of the scheme by the Federal Court of Australia at the second court hearing, and other customary conditions. Significantly, as previously announced, the regulatory approval conditions precedent for the scheme have been satisfied. If the scheme is approved by shareholders today, a court hearing for approval of the scheme is scheduled for Thursday the 12 September 2024. If approved by the court, the effective date for the scheme will be Friday the 13 September 2024. The special dividend payment date will be Tuesday the 1st of Octobe r 2024, and the implementation date for the scheme will be Wednesday the second of October 2024. Finally, I would like to thank the entire Base Resources team for presenting to shareholders this opportunity to become part of the creation of a leading global critical minerals group, a group that will have commodity diversification and multiple pathway options for growth. Thank you. I now invite Tim Carstens to present on the proposed combination with Energy Fuels. Thanks, Scot. So you may notice that we have a different, cover slide than we normally have for a Base Resources presentation. This is in anticipation of a vote. It's Utah, not too far from where the White Mesa Mill is. I'll let you read that at your leisure rather than read it together. This is a very slow, remote. Okay, so in coming to the Board's decision to recommend, this transaction to shareholders, or, these are the key reasons that, that were significant to us in, in making that decision. Obviously, balanced against what I'll talk about in a minute, which are some of the reasons you might, you know, as a shareholder, choose not to vote. But, clearly, on balance, we're, we're firmly of the view that, this transaction is in the best interests of shareholders. First amongst those is that the transaction represents an immediate and compelling premium to the share price of Base Resources at the time the transaction was announced. Now, when we announced it, the then prevailing Energy Fuels share price represented in excess of 180% premium. Even where it is today, it's still, you know, in excess of 120% premium. There is the opportunity through this combination, or this combination does still give shareholders a continued exposure to the Toliara project and the significant volumes of mineral sand and rare earth that will generate, and as a diversified critical mineral suite in and of itself. It will also give us greater access, or should give us greater access to development funding. The sort of supply chain we're building through an Energy Fuels combination, being a focus on a new rare earth domestic U.S. supply chain, given the geopolitical significance of that, is something that you could expect to see a high degree of support from the U.S. government and funding agencies. We've certainly seen that engagement at an early stage already. With the significantly higher market capitalization of Energy Fuels, our access to equity, the equity component for the development of Toliara is significantly enhanced, so we've got greater funding capacity. Given that this is a combination, and for giving up a significant exposure to Toliara, we're picking up a significant exposure to a diversified asset base. In effect, for shareholders, it's a reduced equity dilution compared to what we were going to have to do to procure the equity component for the development of Toliara on a standalone basis. The White Mesa Mill, Energy Fuels' White Mesa Mill, presents a significant opportunity for value addition to Toliara on the monazite stream. It will obviously help to underpin the further expansion of White Mesa, which is an Energy Fuels opportunity in a sense, but for us as Base, having access to that facility and the technology and expertise that sits behind that gives absolute certainty to... in terms of offtake from the Toliara project. Now, the alternatives for offtake in a standalone sense are relatively limited. They either involve, you know, making a geopolitical choice, or they involve taking risk on third parties developing their facilities, or indeed us going down that path under our own steam, into an area that we're not familiar with. Being a combination across a range of commodities, the combination reduces risk through asset and commodity diversification. With Energy Fuels bringing its, its uranium, vanadium, and an emerging medical radioisotope businesses into the fold, it gives us a significant diversity of, of commodities between the across the two companies. Certainly gives asset diversification as well, having a number of operating assets not entirely beholden to the impact of delays around one asset. And as Base shareholders are well aware of that, with the experience with Toliara, where we've been working through that sort of risk for the last five years, and the consequences around that. So it does provide significant diversity around assets and commodities. And one of the most important aspects to this is the strategic growth profile that this presents for the combined group. Firstly, the combined group have a strong medium and long-term asset development pipeline, and I'll show you a bit more about that in a moment. As I said, it gives us exposure to a suite of different but complementary lines of business across a number of commodities, and you know, protects against downturn in any one commodity. But it also gives us significant growth directions across those commodities. Expansion in mineral sands, expansion in uranium, expansion downstream in rare earths, closer towards the ultimate consumers of those products in the EV industry, and presents the opportunity to act countercyclically in each of those sectors when opportunities present themselves. It's been one of the challenges for us as Base, with one asset at any point in time, but being in one commodity set. When we see well-priced opportunities, it's always come at a time when, for the same reason it's well-priced, we're not in a position to be able to act on it. Having this sort of diversification really opens up those opportunities to act countercyclically. So they're the key reasons for, in our view, for voting for. There are obviously a number of reasons to vote against the scheme. You know, nothing comes for free. You may decide that you disagree with the Base Resources Board or the independent expert's opinion that this is in the best interest of shareholders. You may feel that the offer price doesn't reflect the underlying value of Base Resources. You may not want to be a shareholder in a merged group, in that particular merged group or in a U.S. entity. You may take a view that the risk profile of the merged group is different from Base Resources on a standalone basis, and that's not a risk profile that you particularly want to be exposed to. As we've seen over the course, particularly over the last couple of weeks, the implied value of the scheme consideration isn't fixed. It's mobile based on the Energy Fuels share price because the offer is couched in terms of an exchange ratio. So, that has been to the benefit of the transaction since announcement for a period where the Energy Fuels share price ran up towards $7, and where we are at the moment, at $4.39 as of close last night, it's obviously less than at that time. So it is mobile. You may believe that there's the potential for superior proposal to emerge. It hasn't as yet, as we've just discussed, and as Scott said, we don't see one on the horizon, but you may have a different view. Obviously, there's tax consequences of transferring your Base Resources shares depending on your personal circumstances, and, you know, that may be something that you're not prepared to accept. So they're the key reasons that you may choose to vote against the scheme, and they're explored more fully in the scheme booklet. Just a quick snapshot of Energy Fuels. I'm sure you've all studied the scheme booklet, but just as a snapshot, significantly bigger than us, with a market cap of $718 million as of close last night, has been significantly higher. They've got a very strong balance sheet with $171 million in cash and marketable securities as at 30 June. They don't carry any debt. I guess the centerpiece of Energy Fuels' portfolio that really opens up this critical mineral strategy that we're looking to pursue is the White Mesa Mill. It's been in operation for over 40 years, producing uranium and vanadium. It's 100% owned by Energy Fuels. It's the only fully licensed and operating conventional uranium mill in the U.S. And obviously, the uranium business has been a difficult world for a number of years. And during that time, Energy Fuels has been able to keep White Mesa operating by processing a really wide range of feeds in that mill. And that has enabled them to develop some absolutely world-leading expertise in the processing of material through that facility. And it's what's opened up the opportunity to, I guess, capitalize on that to also process monazite to produce rare earth oxides. They're leveraging that well-honed expertise that's been developed over a very long period of time. The facility's licensed to produce eight million pounds of uranium a year. At the moment, they're ramping up their operations again. They have been for a year or so, and heading towards 1.1-1.4 million pounds a year kind of run rate by the end of this calendar year. And notwithstanding that the, you know, the mills have the capacity to, or the capability to process monazite, there were some modifications needed to put in place a separation circuit. They've implemented that at a very modest capital cost. That phase one, it's been fully commissioned now and has demonstrated the capacity to produce on-spec, good quality NdPr, you know, around 1,000 tons per annum out of that facility. That's kind of proved the concept, and then the next phase would be the development of phase two, which would take that capacity at the mill up to 3,000 tons per annum of NdPr oxide with the potential to go beyond that. The site there is quite scalable. It's got a lot of real estate around it, and it's got a very handy permitting sort of regime. They also own a large number of uranium projects around the region in North America, in the Midwest. They've got two that are in operation. There's a third on standby, and I'll show you where they are in a minute. Quite a significant resource base, with a number of other projects, ready to move forward, into development as, as timing makes sense, so combined portfolio of assets, obviously, blue is Energy Fuels, red is us. The Energy Fuels already has interests, effectively in two mineral sands assets. One is their Bahia Project in Brazil, and the other is a contractual entitlement, if you like, to move to 49% ownership of the Donald Project in Victoria. The intent with the acquisition is that Base Resources will very much stay as Base Resources, looking after the mineral sands assets across the group. Just looking at the geographic spread, we're effectively the Southern Hemisphere operating team, while Energy Fuels, based out of Denver, you know, runs in the Northern Hemisphere. You can see their uranium assets there. As I said, they have a number that are ready to move forward as development assets. The two that are in production are the La Sal Complex and Pinyon Plain, with Nichols Ranch being an ISR project that's on standby and ready to be brought into production at the right time. The White Mesa Mill is in Utah, just outside a town called Blanding. And that's the portfolio base. So with things like the Donald Project, the expectation is that we will, as Base, be bringing our expertise in mineral sand development to supporting, you know, basically Energy Fuels' participation in that project as a mineral sand asset. So this kind of captures the... or is intended to capture the strategic palette here and why this makes sense. So if you look at the red at the bottom, I mean, when we acquired Toliara, we acquired it as a mineral sands project. We knew it had monazite in it, but at the time, there wasn't, you know, perceived a great deal of value in monazite. In fact, it was going to be a challenge we were going to need to manage. Obviously, the world turned, and suddenly the monazite is, you know, an extremely valuable component of the overall project, but Toliara doesn't need it to be economically justified for development, so for us, it's kind of a sidestep from the asset we already had. It's kind of a no-risk add-on in the sense of that production, and then a similar story for White Mesa. They have that facility, they have it permitted, they have the capacity, obviously, for uranium and vanadium, and as I said, you know, class-leading expertise in the processing of a wide variety of feeds, so for them, it's kind of a sideways step to leverage off the existing capacity, existing asset there, and the combination of those two sidesteps presents a really interesting lower-risk entry into the rare earth space. If you compare that to, you know, a company looking to jump in, boots and all, and developing everything justified on a rare earth pricing environment, particularly, as our friends at Iluka keep pointing out, a supply chain where pricing is quite manipulated. So that's a large part of the logic behind this transaction. And then you look at the end product. That then produces a range of different directions for us to expand. As I said, we can add additional mineral sand projects that have that monazite element to them. It’s conventional, I guess, mineral sand mining for us. It's squarely in our expertise set. Plenty of opportunities to expand the supply sources to feed this beast. There are also opportunities to expand the portfolio in uranium, given the capacity of White Mesa to operate or licensing for White Mesa to operate up to eight million pounds per annum. It's currently looking to run to about one point five, so plenty of scope for expansion there. And then there are opportunities for us to head further downstream in the rare earth supply chain, heading down towards the ultimate consumers and the producers of EVs and the like, so heading down the path of alloys, magnet production, and creating either relationships that way or potentially, you know, and further integration into that supply chain. So it creates a lot of opportunity, and with a suite of products that are quite countercyclical with one another. That's the fundamental rationale for why the go-forward story is exciting. It's also, you know, the reason why the Base management team is very keen to stay involved. So that, in a nutshell, is sort of why you would vote for this. Some balancing arguments as to why you wouldn't, and hopefully a go-forward strategy that looks pretty interesting as an investment proposition. So with that, I'll hand back to Scot. Thanks, Tim. The sole item of business of this meeting is to consider, and if thought fit, pass the following resolution as set out in the notice of the Scheme Meeting, included in the scheme booklet. That pursuant to, and in accordance with the provisions of Section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Base Resources Limited and the holders of its ordinary shares, as contained and more particularly described in the scheme booklet, of which the notice convening this meeting forms part, is agreed to, with or without alterations or conditions, as approved by the Federal Court of Australia, to which Base Resources Limited and Energy Fuels Inc. agree. For the scheme to proceed, votes in favor of the scheme resolution must be received from the requisite majorities of Base Resources shareholders. As explained in the scheme booklet, the requisite majorities for the scheme resolution are: unless the court orders otherwise, a majority in number that is greater than 50% of Base Resources shareholders who are present and voting either in person or by proxy, attorney, or in the case of corporate shareholders, by corporate representative, and at least 75% of the total number of votes cast on the resolution to approve the scheme by Base Resources shareholders who are present and voting either in person or by proxy, attorney, or in the case of corporate shareholders, by corporate representative. The proxies received for this item are displayed on the screen behind me. I intend to vote all available undirected proxies in favor of this item, so that moves us into question time, on the item of formal business, the scheme, or the proposed combination more broadly. If you are a member and in the room today and have a question, please raise your hand. Please wait to receive the roaming microphone so that those joining us online can also hear your question. Any questions from the floor? Okay, there don't appear to be any questions from the floor. Company Secretary, have we received any questions from the online platform? No, Chair. Okay, we can move on. Thank you. As there are no more questions on the item of formal business, we will move to consider the 2024 annual report. As noted earlier, the company released its annual report for the financial year ending 30 June 2024, on the 26 August 2024. Electronic copies of the annual report were published on the ASX, as well as AIM, and the company's website on that date. Although there is no formal item of business in relation to the annual report at this time, we will also take any questions on the management of the company or its 2024 annual report. Again, if you are a member and in the room today and have a question, please raise your hand. Again, please wait until you've received the microphone, so that we can allow our online participants to hear your question. So what you call smooth sailing? Okay, no questions from the floor. Company Secretary, have we received any text questions or online questions? We have, Chair. This question comes from a shareholder who's joining us online, Mr. Saul Layton. It's actually related to the formal item of business, so we can jump back to that. So the question is: When the scheme was announced back in April, Energy Fuels share price was $0.584, with a AUD-USD exchange rate of 0.64. This has since decreased to $0.439, with an AUD-USD exchange rate of 0.672. This represents approximately a 28.5% drop in value. Why, and this is the question: Why have Energy Fuels and Base Resources not allowed nor considered the concept of adjusting the share ratio of 0.026? I can answer that, but I'll pass that to Tim Carstens. Thanks, Scot. I mean, the short answer to that question is that the negotiation and transaction was on the basis of an exchange ratio. The exchange ratio was not a product of the share price at the time. It was an exchange ratio that then gave rise, based on the share price at the time, to an implied consideration. That being the case, you know, understood from Energy Fuels' perspective, that there was no change to that. If their share price had fallen below the range of valuations that, say, the independent expert had put forward, perhaps that could have been something that was required to be considered, but it's a point in time valuation, if you like. In the same way as there was no discussion about them reducing the exchange ratio when their share price ran up to $7. You know, it is an exchange ratio-based negotiation. It's a simple answer. Any other questions from online? No, Chair. Okay, as there are no further questions, that concludes the business of this meeting, and we will now move to finalize the poll voting process. Members, please ensure that you have selected an option beside the item of business, should you wish to cast a vote. I will now pause for 30 seconds so that all members can record their votes. Okay, now that everyone has completed the voting process, I declare the poll and the Scheme Meeting closed. Your votes will now be tallied by the returning officer, and the results of the poll will be announced by the company on the ASX and AIM shortly following the meeting. Thank you for your attendance today, and I invite those present to join us for tea and coffee in the adjacent room.
Loading workspace