ANFIELD ENERGY INC. (Form: F-10, Received: 10/24/2025 17:18:21)

As filed with the Securities and Exchange Commission on October 24, 2025.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Anfield Energy Inc.

(Exact name of Registrant as specified in its charter)

British Columbia

(Province or other jurisdiction of incorporation or organization)

1000

(Primary Standard Industrial Classification Code Number, if applicable)

N/A

(I.R.S. Employer Identification No., if applicable)

2005-4390 Grange Street,

Burnaby, British Columbia, Canada V5H 1P6

(604)-669-5762

(Address and telephone number of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

302-738-6680

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Corey Dias

Anfield Energy Inc.

2005-4390 Grange Street,

Burnaby, British Columbia

Canada V5H 1P6

(604) 669-5762

Richard Raymer

Dorsey & Whitney LLP
66 Wellington St West,

Suite 3400,

Toronto, Ontario Canada,

M5K 1E6
(416) 367-7388

Sam Cole

Cassels Brock &

Blackwell LLP

RBC Place

2200 - 885 West Georgia St.,

Vancouver, British Columbia

Canada V6C 3E8

(604) 283-1485

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after this Registration Statement becomes effective.

Province of British Columbia, Canada

(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):


A.	☐	upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	☒	at some future date (check the appropriate box below):
	1.	☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
	2.	☐	pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
	3.	☐	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	☒	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

The information contained herein is subject to completion and amendment. A registration statement relating to these securities will be filed with the United States Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the head office of Anfield Energy Inc. at 2005 - 4390 Grange Street, Burnaby, British Columbia, V5H 1P6, telephone (604) 669-5762, e-mail: timelinefiling@gmail.com, and are also available electronically at http://www.sedarplus.ca/.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS


New Issue		October 20, 2025

LOGO

Anfield Energy Inc.

US$100,000,000

Common Shares

Debt Securities

Subscription Receipts

Warrants

Units

Anfield Energy Inc. (“Anfield”, “we” or the “Company”) may from time to time offer and issue the following securities: (i) common shares of the Company (“Common Shares”); (ii) senior and subordinated debt securities of the Company, including convertible debt securities (collectively, “Debt Securities”); (iii) subscription receipts (“Subscription Receipts”) exchangeable for Common Shares and/or other securities of the Company; (iv) warrants (“Warrants”) exercisable to acquire Common Shares and/or other securities of the Company; and (v) securities comprised of more than one of Common Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“Units”, and together with the Common Shares, Debt Securities, Subscription Receipts and Warrants, the “Securities”), or any combination thereof, having an aggregate offering price of up to US$100,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be), at any time during the 25-month period that this short form base shelf prospectus, including any amendments hereto (the

“Prospectus”), remains effective. The Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined at the time of sale and set forth in one or more prospectus supplements (each, a “Prospectus Supplement”). This Prospectus qualifies the distribution of Securities by the Company. In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The specific terms of any offering of Securities will be set out in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinated, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions, and any other terms specific to the Debt Securities being offered; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of Subscription Receipts for Common Shares and/or other securities of the Company, as the case may be, the currency or currency unit in which the Subscription Receipts are issued, and any other terms specific to the Subscription Receipts being offered; (iv) in the case of Warrants, the number of Warrants being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Shares and/or other securities of the Company, and any other terms specific to the Warrants being offered; and (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), whether the Units are being offered for cash, the currency or currency unit in which the Units are issued, and any other terms specific to the Units being offered. A Prospectus Supplement may include other specific terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus. You should read this Prospectus and any applicable Prospectus Supplement carefully before you invest in any Securities.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains.

This Prospectus may qualify an “at-the-market distribution” as defined in NI 44-102. This Prospectus does not qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as the Canadian Overnight Repo Rate Average (“CORRA”) or a United States federal funds rate.

We may offer and sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, if

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any, engaged by the Company in connection with the offering and sale of the Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including the proceeds to us, and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary between purchasers and during the period of distribution. If Securities are offered on a non-fixed price basis, the underwriters’, dealers’ or agents’ compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriters, dealers or agents to the Company. See “Plan of Distribution”.

Unless otherwise specified in the relevant Prospectus Supplement, subject to applicable laws, in connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters, dealers or agents may over-allot or effect transactions that are intended to stabilize or maintain the market price of the offered Securities at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution”, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities distributed, including selling an aggregate number or principal amount of securities that would result in the underwriter, dealer or agent creating an over-allocation position in the Securities distributed. See “Plan of Distribution”.

As at the date of this Prospectus, no underwriter, dealer or agent is in a contractual relationship with the Company requiring the underwriter, dealer or agent to distribute under this Prospectus. No underwriter, dealer or agent has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different or additional information. There are certain risks inherent in an investment in our Securities and in our activities. Prospective investors should carefully read and consider the risk factors described or referenced under the headings “Forward-Looking Information” and “Risk Factors” in this Prospectus, contained in any of the documents incorporated by reference herein, and in any applicable Prospectus Supplement and any of the documents incorporated by reference therein, before purchasing Securities. See “Forward-Looking Information” and “Risk Factors” below and the “Risk Factors” section of the applicable Prospectus Supplement.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated. References to United States dollars are referred to as “US$”. See “Currency and Exchange Rate Information”.

The outstanding Common Shares are listed and posted for trading in Canada on the TSX Venture Exchange (“TSXV”), in the United States on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbol “AEC” and in Germany on the Frankfurt Stock Exchange (“FSE”) under the trading symbol “0AD”. On October 17, 2025, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $11.17, on the Nasdaq was US$7.97 and on the FSE was €6.80.

Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors” below and the “Risk Factors” section of the applicable Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR REGULATOR NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION OR

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REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We are permitted, under a multi-jurisdictional disclosure system adopted by the securities regulatory authorities in the United States and Canada (“MJDS”), to prepare this Prospectus in accordance with Canadian disclosure requirements, which are different from United States disclosure requirements.

We prepare our annual financial statements, certain of which are incorporated by reference herein, in Canadian dollars and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and our interim financial statements in Canadian dollars and in accordance with IFRS as applicable to interim financial reporting, including IAS 34, Interim Financial Reporting (“IAS 34”), and they therefore may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the Securities may subject you to tax consequences both in Canada and the United States. Such tax consequences, including for investors who are resident in, or citizens of, the United States and Canada, are not described in this Prospectus and may not be fully described in any applicable Prospectus Supplement. You should read the tax discussion in any Prospectus Supplement with respect to a particular offering of Securities and consult your own tax advisor with respect to your own particular circumstances.

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because: (i) the Company is governed by the Business Corporations Act (British Columbia) (“BCBCA”); (ii) certain officers, all but three of the directors and some of the experts named in this Prospectus are not residents of the United States; and (iii) certain of the Company’s assets and all or a substantial portion of the assets of such persons are located outside of the United States. See “Enforceability of Certain Civil Liabilities and Agent for Service of Process”.

Four directors and one officer of the Company and certain of the experts named in this Prospectus reside outside of Canada. See “Enforceability of Certain Civil Liabilities and Agent for Service of Process”.

Information with respect to a purchaser’s right to withdraw from or rescind an agreement to purchase securities is provided herein. See “Statutory and Contractual Rights of Withdrawal and Rescission”.

The Company’s head office and its registered and records offices are located at 2005 - 4390 Grange Street, Burnaby, British Columbia, Canada. The Company also has a project office in Apache Junction, Arizona, U.S.

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TABLE OF CONTENTS


	Page

ABOUT THIS PROSPECTUS		1

FORWARD-LOOKING INFORMATION		1

NOTICE REGARDING REPRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES		3

PRESENTATION OF FINANCIAL INFORMATION		3

CURRENCY AND EXCHANGE RATE INFORMATION		3

DOCUMENTS INCORPORATED BY REFERENCE		4

AVAILABLE INFORMATION		6

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		6

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS		6

THE COMPANY		7

BUSINESS OF THE COMPANY		7

CONSOLIDATED CAPITALIZATION		10

EARNINGS COVERAGE RATIOS		11

DESCRIPTION OF COMMON SHARES		11

DESCRIPTION OF DEBT SECURITIES		11

DESCRIPTION OF SUBSCRIPTION RECEIPTS		13

DESCRIPTION OF WARRANTS		14

DESCRIPTION OF UNITS		15

PLAN OF DISTRIBUTION		16

USE OF PROCEEDS		17

TRADING PRICE AND VOLUME		18

PRIOR SALES		18

CERTAIN INCOME TAX CONSIDERATIONS		18

RISK FACTORS		18

LEGAL MATTERS		22

AUDITORS, TRANSFER AGENT AND REGISTRAR		22

INTERESTS OF EXPERTS		22

GLOSSARY OF TERMS		24

ABOUT THIS PROSPECTUS

This Prospectus provides a general description of the Securities that we may offer. Each time we sell Securities under this Prospectus, we will prepare a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement and are not entitled to rely on certain parts of the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement to the exclusion of the remainder. We have not authorized anyone to provide investors with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer of Securities in any jurisdiction where the offer or sale of Securities is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents (including the documents incorporated by reference herein and therein), regardless of the time of delivery of this Prospectus, any applicable Prospectus Supplement or any sale of Securities. Our business, financial condition, results of operations and prospects may have changed since those dates. Information contained on the Company’s website should not be deemed to be a part of this Prospectus, nor incorporated by reference herein.

Market data and certain industry forecasts used in the Prospectus and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, nor have we ascertained the validity or accuracy of the underlying economic assumptions relied upon therein, and we do not make any representation as to the accuracy of such information.

Unless we have indicated otherwise, or the context otherwise requires, references in this Prospectus and any Prospectus Supplement to “Anfield”, the “Company”, “we”, “us” and “our” refer to Anfield Energy Inc. and/or, as applicable, one or more of its subsidiaries, its predecessors and/or its co-ownership arrangement.

Certain capitalized terms and other terms used in this Prospectus are defined in the “Glossary of Terms”.

FORWARD-LOOKING INFORMATION

This Prospectus, including the documents incorporated herein by reference, contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “target”, “intend”, “could”, “might”, “should”, “believe”, “scheduled”, “implement” and similar words or expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In particular, this Prospectus contains or incorporates by reference forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: capital expenditure programs; estimates of the quality and quantity of the mineral resources at our mineral properties; costs and timing of the development of new deposits; success of exploration activities, permitting time lines; title disputes or claims; development of mineral resources; treatment under governmental and taxation regimes; success of exploration programs; expectations regarding the Company’s ability to raise capital; currency fluctuations; environmental risks; belief and expectations including the possible impact of any legal proceedings or regulatory actions against the Company; expenditures to be made by the

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Company on its properties; the Company’s expectations regarding the preparation of a feasibility study at the Velvet-Wood Project (as defined herein); the expectation for the development of the Velvet-Wood Project; the Company’s overall strategy, objectives, plans and expectations for the fiscal year ended December 31, 2024 and beyond; plans and expectations including anticipated expenditures relating to exploration, pre-extraction, extraction and reclamation activities; work plans to be conducted by the Company; and other factors or information.

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above and incorporated by reference herein, the Company has made assumptions regarding, among other things: uncertainties relating to receiving mining, exploration, environmental and other permits or approvals; unpredictable changes to the market prices for uranium; exploration and development costs for the Velvet-Wood Project, West Slope Project, Shootaring Canyon Mill and the Slick Rock Project; anticipated results of exploration and development activities; availability of additional financing; ability to remain in compliance with the terms of the Company’s indebtedness; the Company’s ability to obtain additional financing on satisfactory terms; the ability to achieve production at any of the Company’s mineral exploration and development properties; preparation of a development plan at the Velvet-Wood Project, West Slope Project, Shootaring Canyon Mill and the Slick Rock Project; the ability to fund, advance and develop the Company’s properties; the Company’s ability to operate in a safe and effective manner; uncertainties with respect to receiving, and maintaining, mining, exploration, environmental and other permits; pricing and demand for uranium; impact of increasing competition; commodity prices, currency rates, interest rates and general economic conditions; the legislative, regulatory and community environments in the jurisdictions where the Company operates; impact of unknown financial contingencies; market prices for uranium; budgets and estimates of capital and operating costs; estimates of mineral resources and mineral reserves; reliability of technical data; the ability to negotiate access agreements on commercially reasonable terms and the anticipated timing and results of operation and development. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to, factors relating to: general economic conditions in Canada, the United States and globally; industry conditions; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; changes in current and future trade agreements, legislation, regulations, import tariffs and other similar trade barriers; credit risks with respect to the Company’s cash and cash equivalents; risks arising from changes in foreign currency fluctuations; liquidity risks; financing risks; risks related to the Company’s capability to continue as a going concern; risks associated with industry competitiveness; risks related to metal prices and marketability; risks related to political and regulatory effects on the uranium and vanadium industries including political uncertainty; risks in maintaining interest in the Company’s mineral properties; uninsurable risks related to mineral properties; risks resulting from future environmental legislation, regulations and actions; risks relating to rights of ownership of mineral properties; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; whether mineral resources will ever be converted into mineral reserves; uncertainties in estimating capital and operating costs, cash flows and other project economics; liabilities and risks, including environmental liabilities and risks inherent in mineral extraction operations; health and safety risks; risks related to unknown financial contingencies, including litigation costs, on the Company’s operations; unanticipated results of exploration activities; unpredictable weather conditions; unanticipated delays in preparing technical studies; inability to generate profitable operations; risks in obtaining and maintaining all necessary licenses and permits for operations; risks related to the integration of acquisitions; risks related to the Company’s capability to attract and maintain qualified key management personnel; risks related to international conflict; risks resulting from adverse economic conditions; risks relating to tariffs or the imposition of other restrictions on trade; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade

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or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled “Risk Factors” in this Prospectus and in the AIF (as defined herein). Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in or incorporated by reference in this Prospectus is expressly qualified by these cautionary statements. All forward-looking information in this Prospectus or incorporated by reference in this Prospectus speak as of the date of this Prospectus (or as of the date in the document incorporated by reference). The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this Prospectus, including the documents incorporated by reference herein, are expressly qualified in their entirety by this cautionary statement. Additional information about these assumptions and risks and uncertainties is contained in the Company’s filings with securities regulators, including the Company’s most recent AIF and most recent management’s discussion and analysis for our most recently completed financial period and, if applicable, interim financial period, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at http://www.sec.gov/edgar.

NOTICE REGARDING REPRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

The disclosure included in or incorporated by reference in this Prospectus uses mineral reserves and mineral resources classification terms that comply with reporting standards in Canada and are made in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information included in this Prospectus and the documents incorporated by reference herein that describes the Company’s mineral reserves and mineral resources estimates may not be comparable with information made public by United States companies subject to the SEC’s reporting and disclosure requirements.

PRESENTATION OF FINANCIAL INFORMATION

We present our financial statements in Canadian dollars. Our annual financial statements are prepared in accordance with IFRS and our interim financial statements are prepared in accordance with IFRS as applicable to interim financial reporting, including IAS 34. Unless otherwise indicated, financial information included in or incorporated by reference in this Prospectus has been derived from financial statements prepared in accordance with IFRS, or in accordance with IAS 34. As a result, certain financial information included in or incorporated by reference in this Prospectus may not be comparable to financial information prepared by companies in the United States reporting under generally accepted accounting principles in the United States. Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

CURRENCY AND EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Prospectus refer to Canadian dollars. References to “US$” in this Prospectus refer to United States dollars.

The following table sets forth, for each of the periods indicated, the high, low and average exchange rates, and the exchange rate at the end of the period, for the conversion of one (1) United States dollar into the Canadian dollar equivalent, based on the exchange rate as reported by the Bank of Canada:

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	US$ to C$

	YE 2024	Q2 2025

High	C$1.4416	C$1.4489

Low	C$1.3316	C$1.3558

Average	C$1.3698	C$1.4094

Rate at end of period	C$1.4389	C$1.3643

The exchange rate on October 17, 2025, as reported by the Bank of Canada for the conversion of one United States dollar into Canadian dollars was US$1.00 equals C$1.4035.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed by us with the securities commissions or similar regulatory authorities in Canada, which have also been filed with, or furnished to, the SEC. Copies of the documents incorporated by reference herein may be obtained on request without charge from the head office of the Company at 2005 - 4390 Grange Street, Burnaby, British Columbia, V5H 1P6, telephone (604) 669-5762, e-mail: timelinefiling@gmail.com, and are also available electronically under the profile of the Company at www.sedarplus.ca/ or in the United States through EDGAR at the website of the SEC at http://www.sec.gov/edgar.

As at the date of this Prospectus, the following documents, filed by the Company with the securities commissions or similar regulatory authorities in British Columbia and Alberta, and filed with, or furnished to, the SEC, are specifically incorporated by reference into, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, as further described below:

(a)	the annual information form of the Company dated July 15, 2025 for the fiscal year ended December 31, 2024 (the “AIF”);

(b)	the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2024 and December 31, 2023, together with the notes thereto and the auditor’s report thereon;

(c)	the management’s discussion and analysis of the results of operations and financial condition of the Company for the fiscal year ended December 31, 2024;

(d)	the unaudited condensed consolidated interim financial statements of the Company as at and for the six months ended June 30, 2025 and 2024, together with the notes thereto;

(e)	the management’s discussion and analysis of the results of operations and financial condition of the Company for the six months ended June 30, 2025;

(f)	the management information circular of the Company dated May 7, 2025 prepared in connection with the annual general and special meeting of shareholders held on June 13, 2025;

(g)	the material change report of the Company dated January 24, 2025, in respect of the closing of the equity financing whereby Uranium Energy Corp. acquired 107,142,857 Common Shares at a price of C$0.14 per Common Share for gross proceeds of $15 million; and

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(h)	the material change report of the Company dated March 24, 2025, in respect of an amending agreement with Extract Advisors LLC to increase the existing credit facility dated September 26, 2023 by US$6,000,000.

Except as otherwise stated below, any documents of the foregoing type, and all other documents of the type required to be incorporated by reference in a short form prospectus pursuant to NI 44-101, including, without limitation, any material change reports (excluding material change reports filed on a confidential basis), interim financial statements, annual financial statements and the auditor’s report thereon, management’s discussion and analysis, information circulars, annual information forms and business acquisition reports filed by the Company with the securities commissions or similar regulatory authorities in any of the provinces or territories of Canada subsequent to the date of this Prospectus and during the 25-month period this Prospectus remains effective, shall be deemed to be incorporated by reference in this Prospectus. Notwithstanding anything herein to the contrary, any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus.

In addition, to the extent that any document or information incorporated by reference into this Prospectus pursuant to the foregoing paragraph is also included in any report that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus forms a part. Furthermore, we may incorporate by reference into the registration statement of which this Prospectus forms a part, any report on Form 6- K furnished to the SEC, including the exhibits thereto, if and to the extent provided in such report.

Upon new annual financial statements and related management’s discussion and analysis of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual financial statements and related management’s discussion and analysis and the previous interim financial statements and related management’s discussion and analysis of the Company most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new interim financial statements and related management’s discussion and analysis of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous interim financial statements and related management’s discussion and analysis of the Company most recently filed shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new annual information form of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, notwithstanding anything herein to the contrary, the following documents shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) any material change reports filed by the Company prior to the end of the financial year in respect of which the new annual information form is filed; (iii) any business acquisition reports filed by the Company for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circulars filed by the Company prior to the beginning of the financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of the Company being filed with the applicable securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous management information circular prepared in connection with an annual general meeting of the Company shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.

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References to our website in any documents that are incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements is available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purpose of the distribution of the Securities to which the Prospectus Supplement pertains.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplements. Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution of such Securities and before the termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

AVAILABLE INFORMATION

In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are subject to the informational requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. Under the MJDS, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. The Company’s reports and other information filed or furnished with or to the SEC are electronically available from EDGAR at http://www.sec.gov/edgar.

The Company will file with the SEC a registration statement on Form F-10 under the United States Securities Act of 1933, as amended, with respect to the Securities. This Prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this Prospectus but contained in the registration statement will be available on the SEC’s website at .http://www.sec.gov/edgar.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this Prospectus forms a part: (i) the documents referred to in “Documents Incorporated by Reference”; (ii) the consents of auditors, counsel and any experts identified herein, if applicable; (iii) powers of attorney of the directors and officers of the Company; and (iv) a copy of the form of indenture for Debt Securities. A copy of any applicable form of warrant indenture, subscription receipt agreement or statement of eligibility of trustee on Form T-1, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the Exchange Act.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AND AGENT FOR SERVICE OF PROCESS

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because: (i) the Company is governed by the BCBCA; (ii) certain officers, four of the directors and some of the experts

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named in this Prospectus are not residents of the United States; and (iii) certain of the Company’s assets and all or a substantial portion of the assets of such persons are located outside of the United States. The Company has appointed an agent for service of process in the United States, but it may be difficult for investors who reside in the United States to effect service of process upon the Company or these persons in the United States, or to enforce a U.S. court judgment predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or any of these persons. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws.

The Company will file with the SEC, concurrently with the registration statement on Form F-10 of which this Prospectus forms a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company will appoint Dorsey & Whitney LLP, with an address at 3400 - 66 Wellington Street W, Toronto, Ontario, M5K 1G8, as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court arising out of or related to or concerning the offering of Securities under the registration statement on Form F-10.

Ken Mushinski, John Eckersley, Jeff Duncan, Joshua D. Bleak and Stephen S. Lunsford, each a director of the Company, and Douglas L. Beahm, the Chief Operating Officer of the Company, Carl D. Warren, Harold J. Hutson and Terrence (Terry) P. McNulty, each a “qualified person” under NI 43-101 who has prepared or supervised the preparation of certain scientific and technical information contained or incorporated by reference in this Prospectus, reside outside of Canada. Messrs. Ken Mushinski, John Eckersley, Joshua D. Bleak, Jeff Duncan and Stephen S. Lunsford have appointed Cassels Brock & Blackwell LLP, Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 as agent for service of process in Canada.

THE COMPANY

Anfield is a publicly listed company incorporated under the BCBCA on September 12, 1986. Anfield is a reporting issuer in both British Columbia and Alberta, and the Common Shares are listed on the TSXV under the symbol “AEC”, Nasdaq under the symbol “AEC” and the FSE under the symbol “0AD”.

The Company was incorporated on September 12, 1986, under the name Merritech Development Corporation. It changed its name several times: to Dencam Development Corporation on August 17, 1992; to Consolidated Dencam Development Corporation on January 19, 1994; to Equinox Exploration Corp. on March 13, 2009; to Equinox Copper Corp. on February 1, 2013; and to Anfield Resources Inc. on September 20, 2013. Finally, on December 27, 2017, the Company changed its name from Anfield Resources Inc. to Anfield Energy Inc.

The Company’s head office and its registered and records offices are located at 2005-4390 Grange Street, Burnaby, British Columbia, Canada. The Company also has a project office in Apache Junction, Arizona, U.S.

BUSINESS OF THE COMPANY

The Company is an energy metals exploration, development and near-term production company that is committed to becoming a top-tier energy-related fuels supplier by creating value through sustainable, efficient growth in its energy metals assets. The Company is engaged in the acquisition and development of uranium assets in the United States.

Anfield’s assets include: (i) the West Slope project, located in Colorado (the “West Slope Project”); (ii) the Velvet-Wood uranium and vanadium project (the “Velvet-Wood Project”), including the Shootaring Canyon mill (the “Shootaring Canyon Mill”), both located in Utah; (iii) the Slick Rock conventional uranium and vanadium project, located in Colorado (the “Slick Rock Project”); and (iv) surface stockpiles containing approximately 370,000 pounds of uranium. The Company’s assets have been chosen for their production potential and location in a safe and politically-stable jurisdiction.

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Management of the Company considers the West Slope Project, Velvet-Wood Project, Slick Rock Project and the Shootaring Canyon Mill to be the material properties of the Company.

The Company intends to focus its business activity in the near term on advancing its conventional uranium and vanadium portfolio closer to production. This includes updating its radioactive materials license at the Shootaring Canyon Mill (the “Radioactive Materials License”), determining economics for its West Slope Project and, uranium price permitting, advancing both its Velvet-Wood Project and Slick Rock Project.

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Project Overview

The West Slope Project

The West Slope Project is located within the Uravan Mineral District of southwestern Colorado, approximately 10 miles west of Naturita, Colorado, within Sections 16 to 22, 29, 30, T46N, R17W, 6^th P.M., of Montrose County, Colorado. The West Slope Project consists of four adjacent U.S. Department of Energy (“DOE”) mineral leases, JD-6, JD-7, JD-8, and JD-9, that were previously developed and mined by Cotter Corporation from the late 1970s to early 2000s. All the four leases experienced underground mining activity over the 30-year period. In addition, the JD-7 lease also had significant open pit stripping performed to within less than 100 feet of the top of mineralization. Mineral resource estimates for the four leases, JD-6, JD-7, JD-8, and JD-9, were completed for and are the subject of the West Slope Technical Report (as defined below).

The technical report entitled “US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9 Montrose County, Colorado, USA” and dated April 10, 2022 (the “West Slope Technical Report”), which refers to the four core DOE leases of the nine which make up the West Slope Project, was prepared by Douglas L. Beahm, P.E., P.G., Carl Warren, P.E., P.G. and Joshua Stewart, P.E., P.G. of BRS, Inc., all of whom were independent qualified persons for the purposes of NI 43-101 at the time the West Slope Technical Report was prepared. Joshua Stewart is no longer employed by BRS, Inc. Therefore, BRS, Inc. is now taking responsibility for all of the statements made by Joshua Stewart in respect of the West Slope Technical Report. A technical report for the remaining five DOE leases, which do not share common geography or development plans, have not been prepared. The West Slope Technical Report is available on the Company’s SEDAR+ profile at www.sedarplus.ca.

At the West Slope Project, the Company is pursuing a preliminary economic assessment (“PEA”) for four of the nine mineral leases held within the West Slope Project portfolio.

The Shootaring Canyon Mill, Velvet-Wood Project and Slick Rock Project

The Shootaring Canyon Mill is one of only three licensed, permitted and constructed conventional uranium mills in existence in the United States, with the other two held by Rio Tinto Group and Uranium Energy Corp. (Sweetwater) and Energy Fuels (White Mesa). Located approximately 48 miles (77 kilometres) south of Hanksville, Utah, the Shootaring Canyon Mill is a conventional acid-leach facility that is permitted to process up to 750 tonnes of ore per day, with a capacity to process up to 1,000 tonnes per day. The Shootaring Canyon Mill was built in 1980 and during its period of operation it processed and sold 27,825 pounds of triuranium octoxide. It ceased operation with the collapse of the uranium price in the early 1980s.

The Velvet-Wood Project is located within the Lisbon Valley physiographic province in San Juan County, Utah. The Velvet mine produced a reported 400,000 tons of ore containing some 4.2 million pounds of uranium (U₃O₈) and 4.8 million pounds of vanadium (V₂O₅) (Chenoweth, 1990).

The Slick Rock Project is located in the southern end of the Uravan mineral belt of the Colorado Plateau physiographic province and at the southeastern edge of the Paradox fold and fault belt in the proximal Disappointment syncline. The Slick Rock District is also a past producer with reported production of 2,236,723 pounds of uranium (U₃O₈) and 13,941,457 pounds of vanadium (V₂O₅) (Chenoweth, 1990).

The combined Velvet-Wood Project and Slick Rock Project PEA entitled “The Shootaring Canyon Mill and Velvet Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment” and dated May 6, 2023 (the “2023 PEA”), was authored by Douglas L. Beahm, P.E., P.G. Principal Engineer, Harold H. Hutson, P.E., P.G. and Carl D. Warren, P.E., P.G., of BRS, Inc., and Terrence P. (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc., all of whom were independent qualified persons for the purposes of NI 43-101 at the time the 2023 PEA was prepared. The 2023 PEA is available on the Company’s SEDAR+ profile at www.sedarplus.ca.

At the Velvet-Wood Project and Slick Rock Project, the Company engaged consultants to provide a combined PEA and to complete a mine plan as the current uranium price has reached a high-enough level to make such a pursuit economically viable.

At the Shootaring Canyon Mill, the Company is updating its Radioactive Materials License in order to update the license from its current “standby status” to “operational status”.

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Detailed Project Descriptions

For additional information with respect to the Company’s assets, such as the West Slope Project, the Velvet-Wood Project, the Slick Rock Project and the Shootaring Canyon Mill, the Company’s other mineral interests and the business of the Company, readers are referred to the Company’s then-current AIF, annual management’s discussion and analysis and interim management’s discussion and analysis, if applicable, all of which are incorporated by reference herein, and the other documents incorporated by reference herein. See also “Risk Factors” in this Prospectus and “Risk Factors” in the Company’s then-current AIF.

Recent Developments

On July 30, 2025, the Company announced that in preparation of the listing of Common Shares on Nasdaq, the Company will undertake a consolidation (the “Consolidation”) of its outstanding common share capital on the basis of one (1) post-Consolidation share for every seventy-five (75) pre-Consolidation shares.

Summary of Quarterly Results

The following summary should be read in conjunction with the Company’s management’s discussion and analysis for the six months ended June 30, 2025 and the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the six months ended June 30, 2025.

The following table presents selected unaudited consolidated financial information for each of the eight most recently completed quarters ending as at June 30, 2025, derived from financial statements prepared in accordance with IFRS, as applicable to interim financial reporting, including IAS 34, stated in Canadian dollars:


Quarter Ended	Total Revenues	Net Income/(Loss)	Earnings/(Loss) Per Share
September 30, 2023	$Nil	$(1,510,904)	$(0.00)
December 31, 2023	$Nil	$16,916,355	$0.02
March 31, 2024	$Nil	$(2,152,438)	$(0.00)
June 30, 2024	$Nil	$(2,700,069)	$(0.00)
September 30, 2024	$Nil	$(2,438,824)	$(0.00)
December 31, 2024	$Nil	$(4,154,321)	$(0.00)
March 31, 2025	$Nil	$(2,767,838)	$(0.00)
June 30, 2025	$Nil	$(4,328,083)	$(0.28)

Developments Following the Date of the Prospectus

If, after the date of this Prospectus, the Company is required by Section 4.2 of NI 43-101 to file a technical report to support scientific or technical information that relates to a mineral project on a property that is material to the Company, the Company will file such technical report in accordance with Section 4.2(5)(a)(i) of NI 43-101 as if the words “preliminary short form prospectus” refer to “shelf prospectus supplement”.

CONSOLIDATED CAPITALIZATION

As at October 17, 2025, there were 15,661,557 Common Shares issued and outstanding, as well as 4,954,622 Warrants, and 1,031,571 Options outstanding. As at December 31, 2024, prior to the completion of the Consolidation, there were 1,034,229,633 Common Shares issued and outstanding, as well as 338,022,202 Warrants, and 91,467,828 Options outstanding.

Other than as noted above, there have been no material changes in our share or loan capital, on a consolidated basis, since June 30, 2025.

The applicable Prospectus Supplement will describe any material change in, and the effect of such material change on, the share and loan capital of the Company since the date of the Company’s financial statements for its

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most recently completed financial period included in such Prospectus Supplement, including any material change that will result from the issuance of Securities pursuant to such Prospectus Supplement.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided in the applicable Prospectus Supplement with respect to any issuance of Debt Securities (having a term to maturity in excess of one year) pursuant to this Prospectus, as required by applicable securities laws.

DESCRIPTION OF COMMON SHARES

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value of which, as at October 17, 2025, 15,661,557 Common Shares are issued and outstanding. All rights and restrictions in respect of the Common Shares are set out in the Company’s constating documents and the BCBCA and its regulations. The Common Shares have no pre-emptive, subscription, redemption or conversion rights. Neither the BCBCA nor the constating documents of the Company impose restrictions on the transfer of Common Shares on the register of the Company, provided that the Company receives the certificate representing the Common Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Board of Directors from time to time. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or assessment by the Company. The BCBCA and the Company’s constating documents provide that the rights and restrictions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by not less than two-thirds of the votes cast in person or by proxy by holders of shares of that class.

The holders of the Common Shares are entitled to: (i) notice of and to attend any meetings of shareholders and shall have one vote per Common Share at any meeting of shareholders of the Company; (ii) dividends, if as and when declared by the Board of Directors; and (iii) upon liquidation, dissolution or winding up of the Company, on a pro rata basis, the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority.

Dividend Policy

The Company has no fixed dividend policy and the Company has not declared any dividends on its Common Shares since its incorporation. The Company anticipates that all available funds will be used to undertake exploration and development programs on its mineral properties as well as for the acquisition of additional mineral properties. The payment of dividends in the future will depend, among other things, upon the Company’s earnings, capital requirements and operating and financial condition. Generally, dividends can only be paid if a corporation has retained earnings. There can be no assurance that the Company will generate sufficient earnings to allow it to pay dividends.

DESCRIPTION OF DEBT SECURITIES

Debt Securities may be issued in one or more series under an indenture to be entered into between the Company and one or more trustees that will be named in a Prospectus Supplement for a series of Debt Securities. To the extent applicable, the indenture will be subject to and governed by the United States Trust Indenture Act of 1939, as amended. A copy of the form of the indenture to be entered into has been or will be filed with the SEC as an exhibit to the registration statement of which this Prospectus forms a part and will be filed with the securities commissions or similar authorities in Canada when it is entered into. The Company may issue Debt Securities, separately or together, with Common Shares, Subscription Receipts, Warrants or Units or any combination thereof, as the case may be. The description of certain provisions of the indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the indenture.

The description of certain provisions of the indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the indenture. The particular terms and

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provisions of a series of Debt Securities offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable:

•

the title of the Debt Securities;

•

the aggregate principal amount of the Debt Securities and any limit thereon;

•

the date or dates, if any, on which the principal of and premium, if any, on the Debt Securities are payable and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity;

•

the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities;

•

the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise;

•

the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option;

•

the covenants applicable to the Debt Securities;

•

the terms and conditions for any conversion or exchange of the Debt Securities for any other securities;

•

the extent and manner, if any, to which payment on or in respect of the Debt Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company;

•

whether the Debt Securities will be secured or unsecured;

•

whether the Debt Securities will be issuable in the form of global securities (“Global Securities”), and, if so, the identity of the depositary for such Global Securities;

•

the denominations in which Debt Securities will be issuable, if other than denominations of $1,000 and integral multiples of $1,000;

•

each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;

•

if other than United States dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities; and

•

any other terms, conditions, rights or preferences of the Debt Securities which apply solely to the Debt Securities.

If we denominate the purchase price of any of the Debt Securities in a currency or currencies other than United States dollars or a non-United States dollar unit or units, or if the principal of and any premium and interest on any Debt Securities is payable in a currency or currencies other than United States dollars or a non-United States dollar unit or units, we will provide investors with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of Debt Securities and such non-United States dollar currency or currencies or non-United States dollar unit or units in the applicable Prospectus Supplement.

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Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Company will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other securities of the Company, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities, or Securities convertible into or exchangeable for Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CORRA or a United States federal funds rate.

The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this Prospectus.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. The Company may issue Subscription Receipts, which may be offered separately or together with Common Shares, Debt Securities, Warrants or Units, as the case may be, or may be converted into or exchanged for Common Shares, Debt Securities, Warrants, Units and/or other securities upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts, will be described in such Prospectus Supplement.

The Subscription Receipts will be issued under one or more subscription receipt agreements, in each case between the Company and a subscription receipt agent determined by the Company. A copy of any such subscription receipt agreement will be available on SEDAR+ at www.sedarplus.ca and EDGAR at http://www.sec.gov/edgar.

The Prospectus Supplement relating to any Subscription Receipts being offered will include specific terms and provisions of the Subscription Receipts being offered thereby. These terms and provisions will include some or all of the following:

●

the name or designation of the Subscription Receipts;

●

the number of Subscription Receipts being offered;

●

the price at which Subscription Receipts will be offered and whether the price is payable in instalments;

●

the terms, conditions and procedures pursuant to which the holders of Subscription Receipts will become entitled to receive Common Shares, Debt Securities, Warrants, Units and/or other securities, as the case may be, and the consequences of such terms and conditions not being satisfied;

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●

the number of Common Shares, Debt Securities, Warrants, Units and/or other securities that may be issued or delivered upon the conversion or exchange of each Subscription Receipt;

●

the identity of the Subscription Receipt agent;

●

the manner in which funds will be invested and held, and procedures for the release of funds (including interest or other income earned on funds) pending satisfaction or non-satisfaction of the escrow release or other conditions;

●

any entitlements of the holders of Subscription Receipts to receive distributions declared on Common Shares or distribution-equivalent payments;

●

the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;

●

the dates or periods during which the Subscription Receipts may be converted or exchanged into Common Shares, Debt Securities, Warrants, Units and/or other securities;

●

whether such Subscription Receipts will be listed on any securities exchange;

●

material Canadian federal income tax consequences of owning, holding or disposing of the Subscription Receipts, if any;

●

if applicable, whether the Subscription Receipts shall be in registered or unregistered form;

●

if applicable, that the Subscription Receipts shall be issuable in whole or in part as one or more Global Securities and, in such case, the depositary or depositaries for such Global Securities in whose name the Global Securities will be registered;

●

any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts;

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any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and

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any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities to be received on the exchange of the Subscription Receipts.

Subscription Receipts, if issued in registered form, will be exchangeable for other Subscription Receipts of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF WARRANTS

The following sets forth certain general terms and provisions of Warrants. The Company will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada) pursuant to which the Company will agree not to distribute pursuant to this Prospectus, as it may be supplemented or amended, any Warrants that are “novel” (as such term is defined in NI 44-102), including Warrants that are convertible into or exchangeable or exercisable for securities of an entity other than the Company or its affiliates, unless the applicable Prospectus Supplement(s) pertaining to the distribution of the novel securities is either (a) first approved for filing by the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada) where such novel securities are distributed, or (b) 10 business days have elapsed since the date of delivery to the applicable securities regulatory authority of the draft Prospectus Supplement in substantially final form and the applicable securities regulatory authority has not provided written comments on the draft Prospectus Supplement.

The Company may issue Warrants for the purchase of Common Shares and/or other securities. The particular terms and provisions of the Warrants offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Warrants, will be described in such Prospectus Supplement.

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Warrants may be offered separately or together with Common Shares, Debt Securities, Subscription Receipts or other Securities offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Each series of Warrants will be issued under one or more warrant indentures, in each case between the Company and a warrant agent determined by the Company. Each such warrant indenture, as supplemented or amended from time to time, will set out the terms and conditions of the applicable Warrants. The statements in this Prospectus relating to any warrant indenture and the Warrants to be issued under it are summaries of anticipated provisions of an applicable warrant indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such warrant indenture, as applicable. A copy of any such warrant indenture will be available on SEDAR+ at www.sedarplus.ca and EDGAR at http://www.sec.gov/edgar.

The Prospectus Supplement relating to any Warrants being offered will include specific terms and provisions of the Warrants being offered thereby. These terms and provisions will include some or all of the following:

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the designation of the Warrants;

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the aggregate number of Warrants offered and the offering price;

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the designation, number and terms of the Common Shares and/or other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

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the exercise price of the Warrants;

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the dates or periods during which the Warrants are exercisable;

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the designation and terms of any Securities with which the Warrants are issued;

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if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;

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the currency or currency unit in which the exercise price is denominated;

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whether such Warrants will be subject to redemption or call, and if so, the terms of such redemption or call provisions;

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any minimum or maximum amount of Warrants that may be exercised at any one time;

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whether such Warrants will be listed on any securities exchange;

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whether the Warrants will be issued in fully registered or global form;

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any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

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any other rights, privileges, restrictions and conditions attaching to the Warrants; and

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any other material terms and conditions of the Warrants.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities issuable on exercise of the Warrants.

Warrants, if issued in registered form, will be exchangeable for other Warrants of the same tenor, at the office indicated in the Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

DESCRIPTION OF UNITS

The following sets forth certain general terms and provisions of the Units. The Company may issue Units comprising any combination of the other Securities described in this Prospectus. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any time or at any time before a specified date.

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The Prospectus Supplement relating to any Units being offered will include specific terms and provisions of the Units being offered thereby. These terms and provisions will include some or all of the following:

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the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

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any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

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how, for income tax purposes, the purchase price paid for the Units is to be allocated among the component Securities;

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the currency or currency units in which the Units may be purchased, and the underlying Securities denominated;

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whether such Units will be listed on any securities exchange;

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whether the Units and the underlying Securities will be issued in fully registered or global form;

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any other rights, privileges, restrictions and conditions attaching to the Units; and

●

any other materials terms and conditions of the Units and the underlying Securities.

The preceding description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to, if applicable, the unit agreement, collateral arrangements and depositary arrangements relating to such Units.

PLAN OF DISTRIBUTION

The Company may, during the 25-month period that this Prospectus remains effective, offer for sale and issue, as applicable, the Securities, separately or together: (i) through underwriters, dealers or agents purchasing as principal or acting as agent; (ii) directly to one or more purchasers, including sales upon the exercise of conversion or exchange rights attaching to convertible or exchangeable securities held by the purchaser; or (iii) through a combination of any of these methods of sale. Securities sold to the public pursuant to this Prospectus may be offered and sold exclusively in Canada or the United States, or in both jurisdictions. The Prospectus Supplement relating to each offering of Securities will indicate the jurisdiction or jurisdictions in which such offering is being made to the public, identify each underwriter, dealer or agent, as the case may be, and will also set forth the terms of that offering, including the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non- fixed price basis), the proceeds to the Company and any underwriters’, dealers’ or agents’ fees, commissions or other items constituting underwriters’ or agents’ compensation. Only underwriters, dealers or agents so named in the applicable Prospectus Supplement are deemed to be underwriters, dealers or agents, as the case may be, in connection with the Securities offered thereby. A Prospectus Supplement may provide that the Securities sold thereunder will be “flow-through” securities.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV, Nasdaq or other existing trading markets for the securities. The prices at which the Securities may be offered may vary between purchasers and during the period of distribution.

If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

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Any offering of Debt Securities, Subscription Receipts, Warrants or Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See “Risk Factors”.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market distribution” and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws, which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange. In connection with any offering of Securities, except with respect to “at-the-market distributions” or as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities, the underwriters, dealers or agents may over-allot or effect transactions which are intended to stabilize or maintain the market price of the offered Securities at a level other than that which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution”, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities distributed, including selling an aggregate number or principal amount of Securities that would result in the underwriter, dealer or agent creating an over-allocation position in the Securities distributed.

If underwriters or dealers purchase Securities as principals, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed offering price or at varying prices determined at the time of sale. The obligations of the underwriters or dealers to purchase those Securities will be subject to certain conditions precedent, and the underwriters or dealers will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. If agents are used in an offering, unless otherwise indicated in the Prospectus Supplement, such agents will be acting on a “best efforts” basis for the period of their appointment. Any offering price and any discounts or concessions allowed or re-allowed or paid may be changed from time to time.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement, we currently expect to use the net proceeds from the sale of Securities to fund our capital commitments to the West Slope Project, Velvet-Wood Project, the Slick Rock Project, and Shootaring Canyon Mill along with other potential capital projects, acquisitions, general corporate purposes, and for working capital – meaning current assets minus current liabilities. Specific information about the use of the net proceeds to the Company of any offering of Securities under this Prospectus and the specific business objectives which the Company expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, based on results obtained or for other sound business reasons, a reallocation of funds may be necessary or prudent. Accordingly, management of the Company will have broad discretion in the application of the net proceeds of an offering of Securities. The actual amount that the Company spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” in this Prospectus and in the documents incorporated by reference herein and any other factors set forth in the applicable Prospectus Supplement. The Company may invest funds which it does not immediately use. Such investments may include short-term marketable investment grade securities denominated in United States dollars,

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Canadian dollars or other currencies. The Company may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus.

Any specific allocation of the net proceeds of an offering to a specific purpose will be determined at the time of the offering and will be described in the relevant Prospectus Supplement. To date, the Company has not generated revenues from operations. The Company had total comprehensive loss of $8,072,359 and accumulated a deficit of $84,544,667 for the fiscal year ended December 31, 2024. As a result, the Company may need to allocate a portion of its existing working capital or a portion of the proceeds of any offering of Securities to fund any such net loss in future periods. See “Risk Factors – Negative Operating Cash Flows”.

TRADING PRICE AND VOLUME

The outstanding Common Shares are listed and posted for trading in Canada on the TSXV under the symbol “AEC”, in the United States on Nasdaq under the symbol “AEC” and in Germany on the FSE under the trading symbol “0AD”. Trading prices and volumes of the Common Shares for the previous 12-month period will be provided, as required, in each Prospectus Supplement.

PRIOR SALES

Information in respect of prior sales of Common Shares and other Securities distributed under this Prospectus and for securities that are convertible into or exchangeable for Common Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of Common Shares and/or other Securities pursuant to such Prospectus Supplement.

CERTAIN INCOME TAX CONSIDERATIONS

Owning any of the Securities may subject holders to tax consequences. The applicable Prospectus Supplement may describe certain material Canadian federal income tax considerations generally applicable to investors described therein of the acquisition, ownership and disposition of any Securities offered thereunder. The applicable Prospectus Supplement may describe certain United States federal income tax considerations generally applicable to investors described therein who are U.S. persons (within the meaning of the United States Internal Revenue Code of 1986, as amended) of the acquisition, ownership and disposition of any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

An investment in the Securities is speculative and subject to a number of risks, including those set forth below and in the Company’s then-current AIF and in the then-current management’s discussion and analysis for our most recently completed financial year period and interim financial period, if applicable. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement.

Prospective investors should carefully consider these risks, in addition to the information contained and incorporated by reference herein and in the Prospectus Supplement relating to an offering and the information incorporated by reference therein, before purchasing Securities. Some of the risk factors described herein and in the documents incorporated by reference herein (including subsequently filed documents incorporated by reference herein), including the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the events identified in these risks and uncertainties were to actually occur, it could have a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Company. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that are currently considered immaterial may also have a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Company. The Company cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described in this Prospectus or the applicable Prospectus Supplement or the documents incorporated by reference herein and therein or other unforeseen risks.

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Liquidity and Capital Resources

Historically, capital requirements have been primarily funded through the sale of Common Shares. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Company’s mineral properties, the state of international debt and equity markets and investor perceptions and expectations of the global market for uranium and vanadium and its derivatives. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Company. Based on the amount of funding raised, the Company’s planned exploration, development or other work programs may be postponed, or otherwise revised, as necessary.

There is No Market for the Securities

Unless otherwise specified in the applicable Prospectus Supplement, Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation.

Dilution from Further Financings

The Company may need to raise additional financing in the future through the issuance of additional equity securities or convertible debt securities. If the Company raises additional funding by issuing additional equity securities or convertible debt securities, such financings may substantially dilute the interests of shareholders of the Company and reduce the value of their investment and the value of the Company’s securities.

Active Liquid Market for Common Shares and Market Price of Securities

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSXV and/or the Nasdaq. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Securities of companies with small capitalization have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These risk factors included global economic and trade developments and market perceptions of the attractiveness of certain industries. There can be no assurance that continuing fluctuations in price will not occur. In addition, from time to time, the stock market experiences significant price and volume volatility that may affect the market price of the Common Shares for reasons unrelated to the Company’s performance.

Other factors unrelated to the performance of the Company that may have an effect on the price of Common Shares include the following: lessening in trading volume and general market interest in the Company’s securities may affect a purchaser’s ability to trade significant numbers of Common Shares; and the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities. The price per Common Share may be adversely affected by a variety of factors relating to the Company’s business, including fluctuation in the Company’s operating and financial results, the result of any public announcement made by the Company and the Company’s failure to meet analysts’ expectations. Additionally, the value of the Common Shares is subject to market value fluctuations based upon factors that influence the Company’s activity and changes in interest and currency rates.

The market value of the Common Shares may also be affected by the Company’s financial results and political, economic, financial, and other factors that can affect the capital markets generally, the stock exchanges on which the Common Shares are traded and the market segment of which the Company is a part.

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The Company May Be Impacted by Inflationary Pressures

General inflationary pressures may affect labor and other costs, which could have a material adverse effect on the Company’s financial condition, results of operations and the capital expenditures required to advance the Company’s business plans. There can be no assurance that any governmental action taken to control inflationary or deflationary cycles will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Accordingly, inflation and any governmental response thereto may have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and the price of the Company’s securities.

Discretion in the Use of Proceeds

Management will have broad discretion concerning the use of the net proceeds from the offering of any Securities, as well as the timing of their expenditures. Depending on fluctuations in prices and other factors, the intended use of net proceeds from the offering of any Securities may change. As a result, an investor will be relying on the judgment of management for the application of the net proceeds from the offering of any Securities. Management may use the net proceeds from the offering of any Securities in ways that an investor may not consider desirable if they believe it would be in the best interests of the Company to do so. The results and the effectiveness of the application of proceeds from an offering of any Securities are uncertain. If the proceeds are not applied effectively, the Company’s business, financial condition, results of operations or prospects may suffer.

Negative Operating Cash Flows

Given that none of the Company’s properties have yet to enter commercial production and generate cash flow, the Company had negative operating cash flow for its fiscal period ended December 31, 2024. To the extent that the Company has negative cash flow in future periods, the Company may need to deploy a portion of its cash reserves or a portion of the proceeds of any offering of Securities to fund such negative cash flow could adversely impact the Company’s business, financial condition and profitability.

If we are unable to satisfy the requirements of Sarbanes-Oxley or our internal controls over financial reporting are not effective, the reliability of our financial statements may be questioned.

We are subject to the requirements of Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”). Section 404 of Sarbanes-Oxley (“Section 404”) requires companies subject to the reporting requirements of United States securities laws to complete a comprehensive evaluation of their internal controls over financial reporting. To comply with this statute, we are required to document and test our internal control procedures and our management will be required to assess and issue a report concerning our internal controls over financial reporting. Pursuant to the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”), we are classified as an “emerging growth company.” Under the JOBS Act, emerging growth companies are exempt from certain reporting requirements, including the independent auditor attestation requirements of Section 404(b) of Sarbanes-Oxley. Under this exemption, our independent auditor is not be required to attest to and report on management’s assessment of our internal controls over financial reporting during a five-year transition period, except in the event this is accelerated if we lose our status as an “emerging growth company”. We will need to prepare for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. However, the continuous process of strengthening our internal controls and complying with Section 404 is complicated and time-consuming. Furthermore, we believe that our business will grow both domestically and internationally, organically and through acquisitions, in which case our internal controls will become more complex and will require significantly more resources and attention to ensure our internal controls remain effective overall. During the course of our testing, management may identify material weaknesses or significant deficiencies, which may not be remedied in a timely manner to meet the deadline imposed by Sarbanes-Oxley. If management cannot favorably assess the effectiveness of our internal controls over financial reporting, or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and the market price of our securities may suffer.

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In connection with the Nasdaq listing of the Common Shares, as a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of certain Nasdaq corporate governance requirements applicable to United States domestic companies

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices rather than those of the Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. Currently, we follow certain home country corporate governance practices instead of those otherwise required under the Nasdaq rules for United States issuers, including practices in lieu of the Nasdaq requirements to (i) adopt a majority independent board of directors, (ii) adopt formal audit committee, compensation committee and nomination committee charters, (iii) adopt one or more codes of conduct, (iv) hold regularly scheduled meetings at which only independent directors are present and (v) have by-laws providing for a quorum of at least 33 1/3 percent of the outstanding Common Shares.

Any foreign private issuer exemptions we avail ourselves of in the future may reduce the scope of information and protection to which you are otherwise entitled as an investor. As result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

We will incur significantly increased costs and devote substantial management time as a result of operating as a United States public company

As a United States public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company or as a Canadian public company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of Sarbanes-Oxley and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404, which involve annual assessments of a company’s internal controls over financial reporting. We plan to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function. Furthermore, we expect the premium for director & officer insurance will increase significantly due to a more litigious environment in the United States. At this time, we cannot reasonably predict or estimate the amount of additional costs that we may incur as a result of becoming a United States public company or the timing of such costs.

We may lose foreign private issuer status in the future, which could result in significant additional costs and expenses

We may in the future lose foreign private issuer status if a majority of the Common Shares are held in the United States and if we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (i) a majority of the directors or executive officers are United States citizens or residents; (ii) a majority of assets are located in the United States; or (iii) the business is administered principally in the United States. The regulatory and compliance costs to us under United States securities laws as a United States domestic issuer will be significantly more than the costs incurred as an SEC foreign private issuer. If we are not a foreign private issuer, we would be required to file periodic and current reports and registration statements on United States domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to foreign private issuers. In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers.

We expect that we will be considered a passive foreign investment company or “PFIC”, which may result in adverse tax consequences for United States taxpayers

Holders of Common Shares that are United States taxpayers should be aware that we believe we were a “passive foreign investment company” (a “PFIC”) during our most recently completed tax year and, due to the nature of our assets and

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the income that we expect to generate, we expect to be a PFIC for the current tax year, and may be a PFIC in subsequent tax years. Whether we will be a PFIC for the current tax year or any future tax year will depend on our assets and income over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the Internal Revenue Service will not challenge the determination made by us concerning our PFIC status for any tax year. If we are a PFIC for any year during a United States taxpayer’s holding period of the Common Shares, then such United States taxpayer generally will be required to treat any gain realized upon a disposition of its Common Shares, or any “excess distribution” received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the United States taxpayer. Subject to certain limitations, these adverse tax consequences may be mitigated if the United States taxpayer makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares. A United States taxpayer who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders. A United States taxpayer who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s adjusted tax basis therein. Holders of Common Shares should consult their own tax advisors regarding the ownership and disposition of our Common Shares.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to a specific offering of Securities, certain legal matters relating to the offering of the Securities will be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP with respect to matters of Canadian law and Dorsey & Whitney LLP with respect to matters of U.S. law. As at the date of this Prospectus, the partners and associates of Cassels Brock & Blackwell LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The Company’s independent registered public accounting firm is Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, who have issued an Independent Auditor’s Report dated August 15, 2025, except for the effects of restating the number of shares figures to reflect the share consolidation effected on August 1, 2025, to which the date is September 10, 2025 in respect of the Company’s consolidated financial statements as at December 31, 2024 and December 31, 2023 and for the fiscal year ended December 31, 2024 and for the fiscal year ended December 31, 2023. Dale Matheson Carr-Hilton LaBonte LLP has advised that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, including the CPABC Code of Professional Conduct and any applicable legislation or regulations, as well as the rules of the SEC and the Public Company Accounting Oversight Board (PCAOB) on auditor independence.

The registrar and transfer agent for the Common Shares is Computershare Trust Company of Canada, located at its principal offices in Vancouver, British Columbia.

INTERESTS OF EXPERTS

Experts who have prepared reports or summaries of reports for the Company directly or in a document incorporated by reference to the Prospectus include the following: Mr. Douglas L. Beahm, P.E., P.G., Mr. Carl Warren, P.E., P.G., Mr. Joshua Stewart, P.E., P.G., Mr. Harold H. Hutson, P.E., P.G., of BRS, Inc., and Mr. Terence P. (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc., have acted as qualified persons under NI 43-101 in connection with the 2023 PEA. Mr. Douglas L. Beahm, P.E., P.G., Mr. Carl Warren, P.E., P.G., and Mr. Joshua Stewart, P.E., P.G. of BRS Inc. have acted as qualified persons under NI 43-101 in connection with the West Slope Technical Report. Joshua Stewart is no longer employed by BRS, Inc. Therefore, BRS, Inc. is now taking responsibility for all of the statements made by Joshua Stewart in respect of the West Slope Technical Report.

None of the above-mentioned experts has any registered or beneficial interest, directly or indirectly, in any securities or other properties of the Company. None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently, or are expected to be elected, appointed or employed as, a director, officer or employee of the Company. As at the date hereof, such persons, and the directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than 1% of the securities of the Company.

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All scientific and technical information in this Prospectus has been reviewed and approved by Douglas L. Beahm, P.E., P.G., who is considered, by virtue of his education, experience and professional association, a qualified person under NI 43-101. Mr. Beahm is not independent of the Company as he is the Company’s Chief Operating Officer. As of the date hereof, Mr. Beahm holds no securities of the Company. Experts who have prepared reports for the Company directly or in a document incorporated by reference to the Prospectus include the following: Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, who issued the Independent Auditor’s Report accompanying the audited financial statements of the Company for the fiscal year ended December 31, 2024 and fiscal year ended December 31, 2023, and report that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, including the CPABC Code of Professional Conduct and any applicable legislation and regulations, as well as the rules of the SEC and the Public Company Accounting Oversight Board (PCAOB) on auditor independence, as of the date hereof.

- 23 -

GLOSSARY OF TERMS

When used in this Prospectus, the following terms have the meanings set forth below unless expressly indicated otherwise.

“2023 PEA” has the meaning given to that term under “Business of the Company”.

“AIF” has the meaning given to that term under “Documents Incorporated by Reference”.

“Anfield” or “we” has the meaning given to that term on the cover page of this Prospectus.

“BCBCA” means the Business Corporations Act (British Columbia).

“Common Shares” has the meaning given to that term on the cover page of this Prospectus.

“Company” has the meaning given to that term on the cover page of this Prospectus.

“CORRA” means the Canadian Overnight Repo Rate Average.

“Debt Securities” has the meaning given to that term on the cover page of this Prospectus.

“DOE” has the meaning given to that term under “Business of the Company”.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Forward-Looking Information” has the meaning given to that term under “Forward-Looking Information”.

“FSE” has the meaning given to that term on the cover page of this Prospectus.

“Global Securities” has the meaning given to that term under “Description of Debt Securities”.

“IFRS” has the meaning given to that term on the cover page of this Prospectus.

“JOBS Act” has the meaning given to that term under “Risk Factors”.

“MJDS” has the meaning given to that term on the cover page of this Prospectus.

“Nasdaq” has the meaning given to that term on the cover page of this Prospectus.

“NI 43-101” has the meaning given to that term under “Notice Regarding Representation of Mineral Reserve and Mineral Resource Estimates”.

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions.

“NI 44-102” means National Instrument 44-102 – Shelf Distributions.

“Options” means the incentive stock options of the Company.

“PEA” has the meaning given to that term under “Business of the Company”.

“PFIC” has the meaning given to that term under “Risk Factors”.

“Prospectus” has the meaning given to that term on the cover page of this Prospectus.

“Prospectus Supplement” has the meaning given to that term on the cover page of this Prospectus.

“QEF Election” has the meaning given to that term under “Risk Factors”.

“Radioactive Materials License” has the meaning given to that term under “Business of the Company”.

- 24 -

“Sarbanes-Oxley” has the meaning given to that term under “Risk Factors”.

“SEC” has the meaning given to that term on the cover page of this Prospectus.

“Section 404” has the meaning given to that term under “Risk Factors”.

“Securities” has the meaning given to that term on the cover page of this Prospectus.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval Plus.

“Shootaring Canyon Mill” has the meaning given to that term under “Business of the Company”.

“Slick Rock Project” has the meaning given to that term under “Business of the Company”.

“Subscription Receipts” has the meaning given to that term on the cover page of this Prospectus.

“TSXV” has the meaning given to that term on the cover page of this Prospectus.

“Units” has the meaning given to that term on the cover page of this Prospectus.

“Velvet-Wood Project” has the meaning given to that term under “Business of the Company”.

“Warrants” has the meaning given to that term on the cover page of this Prospectus.

“West Slope Project” has the meaning given to that term under “Business of the Company”.

“West Slope Technical Report” has the meaning given to that term under “Business of the Company”

- 25 -

LOGO

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO

OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Section 160 of the Business Corporations Act (British Columbia) (“BCBCA”) provides that a company may do one or both of the following:

(a)	indemnify an eligible party (as defined below) against all eligible penalties (as defined below) to which the eligible party is or may be liable;

(b)

after the final disposition of an eligible proceeding (as defined below), pay the expenses (which includes costs, charges and expenses (including legal and other fees) but excludes judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred by an eligible party in respect of that proceeding.

However, after the final disposition of an eligible proceeding, a company must pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party: (i) has not been reimbursed for those expenses; and (ii) is wholly successful, on the merits or otherwise, or is substantially successful on the merits, in the outcome of the proceeding. The BCBCA also provides that a company may pay the expenses, actually and reasonably incurred by an eligible party, as they are incurred in advance of the final disposition of an eligible proceeding if the company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited under the BCBCA, the eligible party will repay the amounts advanced.

For the purposes of the applicable division of the BCBCA, an “eligible party”, in relation to a company, means an individual who:

(c)	is or was a director, alternate director or officer of the company;

(d)	is or was a director, alternate director or officer of another corporation at a time when the corporation is or was an affiliate of the company, or at the request of the company; or

(e)

at the request of the company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity, and includes, with some exceptions, the heirs and personal or other legal representatives of that individual.

An “eligible penalty” under the BCBCA means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding.

An “eligible proceeding” under the BCBCA is a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation, is or may be joined as a party, or is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed. “Expenses” include costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding. An “associated corporation” means a corporation or entity referred to in paragraph (b) or (c) of the definition of “eligible party” above.

Notwithstanding the foregoing, the BCBCA prohibits a company from indemnifying an eligible party or paying the expenses of an eligible party if any of the following circumstances apply:

(a)	if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time such agreement was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(b)	if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(c)	if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interest of the company or the associated corporation, as the case may be; or

(d)	in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

Additionally, if an eligible proceeding is brought against an eligible party by or on behalf of the company or an associated corporation, the company must not indemnify the eligible party or pay or advance the expenses of the eligible party in respect of the proceeding.

Whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA, section 164 of the BCBCA provides that, on the application of a company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

(f)	order a company to indemnify an eligible party against any liabilities incurred by the eligible party in respect of an eligible proceeding;

(g)	order a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

(h)	order the enforcement of, or any payment under, an agreement of indemnification entered into by a company;

(i)	order a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under section 164; or

(j)	make any other order the court considers appropriate.

The BCBCA provides that a company may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation.

The Registrant’s articles provide that the Registrant must, subject to the BCBCA, indemnify each eligible party and the heirs and legal personal representatives

of each eligible party against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in the Registrant’s articles.

The Registrant’s articles define “eligible penalty” to mean a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding. “Eligible proceeding” under the Registrant’s articles means a legal proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director, alternate director or officer of, or holding or having held a position equivalent to that of a director, alternate director or officer of, the Company or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty, or fine in, or expenses related to, the proceeding.

The Registrant’s articles further provide that the Company may, subject to any restrictions in the BCBCA, indemnify any person and that the failure of a director, alternate director or officer of the Company to comply with the BCBCA or the Registrant’s articles does not invalidate any indemnity to which he or she is entitled under the Registrant’s articles.

The Registrant is authorized by its articles to purchase and maintain insurance for the benefit of any eligible party (or his or her heirs or legal personal representatives) against any liability incurred by any third party.

* * *

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

EXHIBIT INDEX


Exhibit Number		Description
	4.1	The annual information form of the Company dated July 15, 2025 for the fiscal year ended December 31, 2024.

	4.2	The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2024 and December 31, 2023, together with the notes thereto and the auditor’s report thereon.

	4.3	The management’s discussion and analysis of the results of operations and financial condition of the Company for the fiscal year ended December 31, 2024.

	4.4	The unaudited condensed consolidated interim financial statements of the Company as at and for the six months ended June 30, 2025 and 2024, together with the notes thereto

	4.5	The management’s discussion and analysis of the results of operations and financial condition of the Company for the six months ended June 30, 2025

	4.6	The management information circular of the Company dated May 7, 2025 prepared in connection with the annual general and special meeting of shareholders held on June 13, 2025

	4.7	The material change report of the Company dated January 24, 2025, in respect of the closing of the equity financing whereby Uranium Energy Corp. acquired 107,142,857 common shares at a price of C$0.14 per common share for gross proceeds of $15 million

	4.8	The material change report of the Company dated March 24, 2025, in respect of an amending agreement with Extract Advisors LLC to increase the existing credit facility dated September 26, 2023 by US$6,000,000

	5.1	Consent of Dale Matheson Carr-Hilton LaBonte LLP

	5.2	Consent of Douglas L. Beahm

	5.3	Consent of Carl Warren

	5.4	Consent of Harold H. Hutson

	5.5	Consent of Terence P. McNulty

	5.6	Consent of T.P. McNulty and Associates Inc.

	5.7	Consent of BRS, Inc.

	6.1	Powers of Attorney (contained on the signature page hereto).

	7.1	Form of Debt Indenture.

	107	Filing Fee Table.

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

A written Appointment of Agent for Service of Process and Undertaking on Form F-X for the Registrant and its agent for service of process is being filed concurrently herewith.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement on Form F-10.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Country of Canada on October 24, 2025.


		ANFIELD ENERGY INC.

		By:		/s/ Corey Dias
				Name: Corey Dias
				Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corey Dias and Laara Shaffer or any of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, registration statements filed pursuant to Rule 429 under the Securities Acts of 1933, as amended, and any and all additional registration statements (including amendments and post-effective amendments thereto) in connection with any increase in the amount of securities registered with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.


Signature	Capacity	Date

/s/ Corey Dias Corey Dias	Chief Executive Officer and Director	October 24, 2025

/s/ Laara Shaffer Laara Shaffer	Chief Financial Officer and Director	October 24, 2025

/s/ Ken Mushinski Ken Mushinski	Chairman and Director	October 24, 2025

/s/ Jeff Duncan Jeff Duncan	Director	October 24, 2025

/s/ Joshua D. Bleak Joshua D. Bleak	Director	October 24, 2025

/s/ Stephen Lunsford Stephen Lunsford	Director	October 24, 2025

/s/ Don Falconer Don Falconer	Director	October 24, 2025

/s/ John Eckersley John Eckersley	Director	October 24, 2025

/s/ Ross McElroy Ross McElroy	Director	October 24, 2025

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on October 24, 2025.

PUGLISI & ASSOCIATES

(Authorized Representative in the United States)

/s/ Donald J. Puglisi

Name: Donald J. Puglisi

Title: Managing Director

Exhibit 4.1

LOGO

ANFIELD ENERGY INC.

Annual Information Form

For the year ended December 31, 2024

July 15, 2025

TABLE OF CONTENTS


FORWARD LOOKING STATEMENTS			1

DEFINITIONS AND OTHER INFORMATION			2

REFERENCES			2

CURRENCY			2

TECHNICAL DISCLOSURE			2

NOTE TO US INVESTORS CONCERNING TECHNICAL DISCLOSURE			3

DATE OF INFORMATION			3

CORPORATE STRUCTURE OF THE COMPANY			3

NAME, ADDRESS AND INCORPORATION			3

INTERCORPORATE RELATIONSHIPS			4

GENERAL DEVELOPMENT OF THE BUSINESS			4

OVERVIEW			4

THREE YEAR HISTORY			4

DESCRIBE THE BUSINESS			11

RISK FACTORS			11

GENERAL			18

COMPETITIVE CONDITIONS			18

SPECIALIZED SKILLS AND KNOWLEDGE			18

MINERAL PRICE AND ECONOMIC CYCLES			19

ECONOMIC DEPENDENCE			19

BANKRUPTCY AND SIMILAR PROCEDURES			19

REORGANIZATIONS			19

FOREIGN OPERATIONS			19

EMPLOYEES			19

ENVIRONMENTAL PROTECTION			19

TECHNICAL INFORMATION			19

THE WEST SLOPE PROJECT			20

THE SHOOTARING CANYON MILL, VELVET-WOOD PROJECT AND SLICK ROCK PROJECT			25

DESCRIPTION OF CAPITAL STRUCTURE			37

PRIOR SALES			37

DIVIDENDS AND DISTRIBUTIONS			38

MARKET FOR SECURITIES			39

DIRECTORS AND OFFICERS			40

NAME AND OCCUPATION			40

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS			41

COMMITTEES OF THE BOARD			41


CONFLICTS OF INTEREST			41

AUDIT COMMITTEE INFORMATION			42

AUDIT COMMITTEE CHARTER			42

COMPOSITION OF THE AUDIT COMMITTEE AND INDEPENDENCE			42

RELEVANT EDUCATION AND EXPERIENCE			42

AUDIT COMMITTEE OVERSIGHT			42

RELIANCE ON CERTAIN EXEMPTIONS			43

PRE-APPROVAL POLICIES AND PROCEDURES			43

AUDIT FEES			43

LEGAL PROCEEDINGS AND REGULATORY ACTIONS			43

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			43

TRANSFER AGENTS AND REGISTRARS			44

MATERIAL CONTRACTS			44

EXTRACT CREDIT AGREEMENT			44

INTERESTS OF EXPERTS			44

ADDITIONAL INFORMATION			44

SCHEDULE “A” AUDIT COMMITTEE CHARTER			A-1

FORWARD LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward- looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this AIF should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this AIF and are expressly qualified, in their entirety, by this cautionary statement. In particular, this AIF contains forward- looking statements, pertaining to the following: capital expenditure programs; estimates of the quality and quantity of the mineral resources at its mineral properties; costs and timing of the development of new deposits; success of exploration activities, permitting time lines; title disputes or claims; development of mineral resources; treatment under governmental and taxation regimes; success of exploration programs; expectations regarding the Company’s ability to raise capital; currency fluctuations; environmental risks; belief and expectations including the possible impact of any legal proceedings or regulatory actions against the Company; expenditures to be made by the Company on its properties; the Company’s expectations regarding the preparation of a feasibility study at the Velvet-Wood Project (as defined herein); the expectation for the development of the Velvet-Wood Project; the Company’s overall strategy, objectives, plans and expectations for the fiscal year ended December 31, 2024 and beyond; plans and expectations including anticipated expenditures relating to exploration, pre-extraction, extraction and reclamation activities; and work plans to be conducted by the Company. With respect to forward-looking statements listed above and contained in the AIF, the Company has made assumptions regarding, among other things:

●

uncertainties relating to receiving mining, exploration, environmental and other permits or approvals;

●

unpredictable changes to the market prices for uranium;

●

exploration and development costs for the Velvet-Wood Project;

●

anticipated results of exploration and development activities;

●

availability of additional financing;

●

ability to remain in compliance with the terms of the Company’s indebtedness;

●

the Company’s ability to obtain additional financing on satisfactory terms;

●

the ability to achieve production at any of the Company’s mineral exploration and development properties; and

●

preparation of a development plan at the Velvet-Wood Project.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this AIF, including the following:

credit risks with respect to the Company’s cash and cash equivalents; risks arising from changes in foreign currency fluctuations; liquidity risks; financing risks; risks related to the Company’s capability to continue as a going concern; risks associated with industry competitiveness; risks related to metal prices and marketability; risks related to political and regulatory effects on the uranium and vanadium industries including political uncertainty; risks in maintaining interest in the Company’s mineral properties; uninsurable risks related to mineral properties; risks resulting from future environmental legislation, regulations and actions; risks relating to rights of ownership of mineral properties; risks in obtaining and maintaining all necessary licenses and permits for operations; risks related to the integration of acquisitions; risks related to the Company’s capability to attract and maintain qualified key management personnel; risks related to international conflict; risks resulting from adverse economic conditions; risks relating to tariffs or the imposition of other restrictions on trade; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analyses or annual information forms and Anfield’s other filings with the Canadian securities regulators which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this AIF are expressly qualified by this cautionary statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS AND OTHER INFORMATION

References

References in this annual information form (“AIF”) to “Anfield” or the “Company” refer to Anfield Energy Inc., and its subsidiaries (as the context requires).

Currency

All sums of money which are referred to herein are expressed in Canadian dollars, unless otherwise specified. References to United States dollars are referred to as “US$”.

Technical Disclosure

This AIF contains disclosure regarding the Company’s mineral resources. Mineral resources are not mineral reserves, and do not have demonstrated economic viability, but do have reasonable prospects for economic extraction. Measured and indicated mineral resources are sufficiently well defined to allow geological and grade continuity to be reasonably assumed and permit the application of technical and economic parameters in assessing the economic viability of the mineral resource. Inferred mineral resources are estimated on limited information not sufficient to verify geological and grade continuity or to allow technical and economic parameters to be applied. Inferred mineral resources are too speculative geologically to have economic considerations applied to them to enable them to be categorized as mineral reserves. There is no certainty that mineral resources of any classification can be upgraded to mineral reserves through continued exploration.

The Company’s mineral resource figures are estimates and the Company can provide no assurances that the indicated levels of mineral will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at

a given time may significantly change when new information becomes available. While the Company believes that these mineral resource estimates are well established and the best estimates of the Company’s management, by their nature mineral resource estimates are imprecise and depend, to a certain extent, upon the analysis of drilling results and statistical inferences which may ultimately prove unreliable. If the Company’s mineral resource estimates are inaccurate or are reduced in the future, this could have an adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition.

Note to US Investors Concerning Technical Disclosure

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the United States of America (“United States” or “US”) securities laws. As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by, and utilize definitions required by, National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Standards”). These requirements and definitions differ from those adopted by the United States Securities and Exchange Commission (the “SEC”) under subpart 1300 of Regulation S-K (“S-K 1300”) of the United States Securities Act of 1933 that are applicable to United States companies. Accordingly, descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards included or incorporated by reference in this AIF may not be comparable to similar information reported by United States companies subject to the reporting and disclosure requirements of S-K 1300. Unless otherwise stated, the technical disclosure in this AIF is derived from and in some instances is an extract from, the technical reports prepared for those properties in accordance with NI 43-101.

Date of Information

Unless otherwise noted, all information presented herein is as of December 31, 2024.

CORPORATE STRUCTURE OF THE COMPANY

Name, Address and Incorporation

Anfield is a publicly listed company incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on July 12, 1989. Anfield is a reporting issuer in both British Columbia and Alberta, and the Company’s common shares (the “Shares”) are listed on the TSX Venture Exchange (“TSXV”) under the symbol “AEC”, the OTCQB Marketplace under the symbol “ANLDF” and the Frankfurt Stock Exchange under the symbol “0AD”.

The Company is engaged in mineral exploration and development in the US.

The Company’s head office and its registered and records offices are located at 2005-4390 Grange Street, Burnaby, British Columbia, Canada. The Company also has a project office in Apache Junction, Arizona, US.

Intercorporate Relationships

The corporate structure of Anfield, its material subsidiaries, the jurisdiction of incorporation of such corporations and the percentage of equity ownership are listed below:

Anfield Energy Inc. – Parent (British Columbia)

Anfield Precious Metals Inc. – Subsidiary, 100% owned by the Company (South Dakota)

Anfield Resources Holding Corp. (ARHC) – Subsidiary, 100% owned by the Company (Utah)

ARH Wyoming Corp. – Subsidiary, 100% owned by the Company (Wyoming)

Highbury Resources Inc. (“HRI”) – Subsidiary, 100% owned by the Company (Wyoming)

Neutron Energy, Inc. – Subsidiary, 100% owned by the Company (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Three Year History

Details of the events that have influenced the general development of the Company for the past three years are set out below. For additional information, please see “Describe the Business”.

Fiscal 2022

On February 2, 2022, Anfield announced that it had engaged BRS, Inc. to complete a resource report for four of its nine uranium and vanadium mines held within its West Slope project in Colorado (the “West Slope Project”).

On February 24, 2022, the Company closed the first tranche of its private placement through the issuance of 18,039,480 units at a price of $0.085 per unit for total gross proceeds of $1,533,356. Each unit consisted of one Share and one Share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $0.13 for a period of 24 months.

On March 8, 2022, the Company closed the final tranche of its private placement through the issuance of 71,960,520 units at a price of $0.085 per unit for total gross proceeds of $6,116,644. Each unit consisted of one Share and one Share purchase warrant, with each warrant entitling the holder to purchase an additional Share at a price of $0.13 for a period of twenty-four months.

On March 23, 2022, Anfield commenced a comprehensive review of its conventional uranium assets, including the Shootaring Canyon mill (the “Shootaring Canyon Mill”), the Velvet-Wood Project and the West Slope Project, in order to identify and advance an optimal long-term conventional uranium and vanadium production plan through the utilization of these assets.

On March 30, 2022, the Company announced that BRS, Inc. had completed a mineral resource estimate for four of the nine uranium and vanadium mines held within its West Slope Project.

On April 6, 2022, the Company engaged BRS, Inc. and Wright Environmental Services to restart the permit application process with regard to Anfield’s Velvet-Wood uranium and vanadium project in Utah (the “Velvet-Wood Project”).

On April 21, 2022, the Company announced transactions to both eliminate US$18.34 million of existing debt and to swap its Wyoming ISR uranium portfolio for Uranium Energy Corporation’s (“UEC”) Colorado-based Slick Rock conventional uranium and vanadium project (the “Slick Rock Project”). The $18.34 million of indebtedness to UEC is to be settled for US$9.17 million in cash and US$9.17 million in securities of the Company.

On May 12, 2022, the Company announced the closing of a bought deal private placement offering of 125,000,000 subscription receipts of the Company at a price of $0.12 per subscription receipt, for gross proceeds of $15,000,000.

On June 6, 2022, the Company announced the closing of the transaction with UEC and the conversion of the subscription receipts into units of the Company, with each unit compromised of one Share and one Share purchase warrant entitling the holder to acquire a Share at a price of $0.18 until May 12, 2027.

On June 8, 2022, the Company announced that it had completed the settlement of US$18,340,000 of indebtedness which was owed to UEC. The indebtedness was fully settled through the payment to UEC of US$9,170,000 in cash from net proceeds of the offering announced on April 22, 2022 and the issuance to UEC of 96,272,918 units which were issued at a deemed aggregate value of approximately US$9.17 million or US$0.095 (C$0.12) per unit. Each unit consisted of one Share plus one Share purchase warrant, with each warrant entitling the holder thereof to acquire one Share at a price of C$0.18 until May 12, 2027.

On September 20, 2022, the Company announced that Mr. Kenneth Mushinski had agreed to join the Board of Directors of the Company (the “Board”); as non-Executive Chairman.

On November 14, 2022, the Company announced that it had entered into a definitive agreement with Wayne Minerals Inc. to acquire a 100% interest in 50 unpatented mining claims in the Artillery Peak project area in Arizona (the “Artillery Peak Project”).

On November 17, 2022, the Company announced that it had entered into a royalty purchase agreement with Uranium Royalty Corp. to sell its uranium royalty portfolio for US$1,500,000.

On November 21, 2022, the Company announced that it had expanded its claim holdings in the Artillery Peak Project area through the staking of 54 additional claims. The company also announced that it had commissioned BRS, Inc. to complete a NI 43-101 uranium resource report for its combined Date Creek project/Artillery Peak Project

On November 29, 2022, the Company announced that it had commissioned Precision Systems Engineering (“PSE”) to complete a reactivation proposal for the Shootaring Canyon Mill by the end of Q2/23.

Fiscal 2023

On January 3, 2023, the Company announced that it had entered into a definitive agreement with Nedeel LLC & BBL-2 LLC to acquire a 100% interest in 65 unpatented mining claims and historical data of the Marysvale uranium project, located in Beaver County, Utah, and 100% interest in 26 unpatented mining claims and historical data of the Calf Mesa uranium project, located in Emery County, Utah.

On January 9, 2023, the Company provided a corporate review of 2022.

On January 16, 2023, the Company announced that it had entered into a definitive agreement with LiVada Corporation to acquire a 100% interest in 119 unpatented mining claims and historical data to further consolidate its Artillery Peak Project area.

On January 31, 2023, the Company announced that BRS, Inc. had begun a Preliminary Economic Assessment (“PEA”) for the Company’s Slick Rock Project.

In February 2023, the Company completed the sale of its royalty portfolio, previously announced on November 17, 2022. The transaction realized US$1.5 million in operating cash.

On February 13, 2023, the Company announced that it had entered into a definitive agreement with ACCO Resources to acquire a 100% interest in 115 unpatented mining claims and associated data covering more than 2,300 acres of the Dripping Springs Quartzite uranium project, located in Gila County, Arizona.

On March 30, 2023, the Company reported the results of a combined PEA for both its Utah-based Velvet- Wood Project and its Slick Rock Project. The PEA returned a pre-tax NPV of US$238M and an IRR of 40% at a discount rate of 8%, a uranium price of US$70 per pound and a vanadium price of US$12 per pound.

On April 5, 2023, the Company provided an update with regard to PSE’s progress on its reactivation report.

On May 14, 2023, 54,967,555 warrants with an exercise price of $0.13 expired unexercised.

On May 15, 2023, the Company announced that it had filed its PEA titled, “The Shootaring Canyon Mill and Velvet-Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment” on SEDAR+. For additional information, please see “Technical Information”.

On July 10, 2023, the Company closed its brokered private placement in which it issued 81,820,000 units of the Company at a price of $0.055 per unit, for aggregate gross proceeds of $4,500,100. Each unit was comprised of one Share and one-half of one Share purchase warrant. Each whole warrant entitles the holder to purchase one additional Share at an exercise price of $0.085 per Share until July 10, 2025. In connection with the private placement, the Company paid a cash commission of $255,024 and issued 4,636,800 compensation options with an exercise price of $0.055 per Share and expiry date of July 10, 2025.

On July 20, 2023, the Company completed the acquisition of Neutron Energy, Inc. (“Neutron”), a wholly-owned subsidiary of enCore Energy Corp. (“enCore”), which holds the Marquez-Juan Tafoya uranium project located in the Grants Uranium Merial District, Albuquerque, New Mexico. As consideration for the acquisition of Neutron, the Company issued 185,000,000 Shares to enCore and agreed to pay $5,000,000 in cash. At closing, the Company made a payment of $4,000,000 and the balance was paid on September 25, 2023.

On July 20, 2023, 19,975,212 warrants with an exercise price of $0.40 per Share expired unexercised.

On August 8, 2023, 3,717,000 options with an exercise price of $0.10 per Share expired unexercised.

On October 6, 2023, the Company closed a $4.3 million credit facility (the “Credit Facility”) with existing shareholder Extract Advisors LLC, as agent, on behalf of Extract Capital Master Fund Ltd. The Credit Facility has a maturity date of October 6, 2028 and bears a coupon of the Secured Overnight Financing Rate (as defined in the Credit Facility) plus 5% per annum, payable semi-annually, provided the effective annualized rate of interest does not exceed an agreed limit.

On October 6, 2023, the Company granted 36,717,828 options to certain directors, officers, employees and consultants of the Company. The options vest immediately and are exercisable at a price of $0.10 per Share until October 6, 2028.

On October 19, 2023, the Company entered into a definitive agreement with Nolan Holdings, Inc. to acquire 100% interest in 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah. As consideration for the claims and associated data, the Company paid US$85,000 in cash and issued 15,000,000 Shares.

On October 20, 2023, the Company repaid a US$525,000 loan to a director of the Company.

On December 20, 2023, the Company issued 800,000 units with a fair value of $52,000 to settle $52,000 of legal fees owing to a director of the Company. Each unit consisted of one Share and one Share purchase warrant with each warrant entitling the holder to purchase an additional Share at a price of $0.10 until December 21, 2025.

On December 21, 2023, the Company completed a private placement in which it issued 38,462,100 units at $0.065 per unit for gross proceeds of $2,500,037. Each unit was comprised of one Share and one Share purchase warrant. Each Share purchase warrant entitles the holder to purchase one additional Share at an exercise price of $0.10 per Share until December 21, 2025. In connection with the private placement, the Company incurred $138,505 of Share issuance costs. The Company also issued 1,966,170 broker warrants with a fair value of $85,968, exercisable until December 21, 2025, at an exercise price of $0.10 per Share.

On December 21, 2023, the Company issued 8,500,000 units with a fair value of $552,500 to settle management bonus issued during the year. Each unit consisted of one Share and one Share purchase warrant with each warrant entitling the holder to purchase an additional Share at a price of $0.10 until December 21, 2025.

On December 31, 2023, the Company determined the impairment loss recognized in prior periods in relation to the Shootaring Canyon Mill no longer exists and that the fair value less cost of disposal of the asset was higher than the carrying value of the mill if no impairment loss had been recognized in prior periods. As a result, the Company reversed the total impairment of $21,986,159 (US$16,576,438) along with the changes to the asset retirement obligations estimates for the period between the impairment and December 31, 2023.

Fiscal 2024

On January 2, 2024, HRI, a subsidiary of the Company entered into a definitive agreement with Gold Eagle Mining Inc. and Golden Eagle Uranium LLC to acquire a 100% interest in twelve US Department of Energy (the “DOE”) leases and associated data in various counties in Colorado. The agreement was subsequently amended on September 28, 2024 – with consideration of US$100,000 paid – and again amended on February 20, 2025. For additional information pertaining to the agreement, please see “Current Fiscal Year”.

On January 5, 2024, the Company issued 15,000,000 Shares to acquire 100% interest in 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah.

On January 18, 2024, the Company issued 674,800 Shares upon exercise of 674,800 warrants with an exercise price of $0.055.

On January 31, 2024, the Company issued 1,860,885 Shares upon exercise of 1,860,885 warrants with an exercise price of $0.055.

On February 2, 2024, the Company issued 42,150 Shares upon the exercise of 42,150 warrants with an exercise price of $0.055.

On February 23, 2024, a total of 18,188,672 warrants with an exercise price of $0.13 per Share expired unexercised.

On March 7, 2024, a total of 76,182,151 warrants with an exercise price of $0.13 per Share expired unexercised.

On April 2, 2024, the Company announced that it had hired Mr. Douglas Beahm as its Chief Operating Officer.

On April 9, 2024, the Company announced that it had submitted its production reactivation plan for its Shootaring Canyon Mill to the State of Utah’s Department of Environmental Quality.

On April 10, 2024, the Company issued 3,000,000 Shares upon the exercise of 3,000,000 warrants with an exercise price of $0.085.

On April 15, 2024, the Company entered into a waiver and second amending agreement to the Credit Facility with Extract Advisors LLC and Extract Capital Master Fund Ltd., whereby: (a) the lender agreed to waive a covenant breach related to lender’s consent which was not obtained prior to the acquisition of the DOE leases on January 2, 2024; (b) the Credit Facility was amended by reducing the minimum working capital requirement to $250,000; and (c) the Credit Facility was amended by requiring written consent of the agent prior to taking any corporate action to effect a share consolidation or stock split, unless the market price exceeds $0.12 per Share for 20 consecutive trading days. In consideration for entering into the waiver and second amending agreement, the Company issued the lender 4,000,000 Share purchase warrants with an exercise price of $0.095 exercisable until September 26, 2028.

On April 17, 2024, the Company issued 3,500,000 Shares upon the exercise of 3,500,000 warrants with an exercise price of $0.085 per Share.

On May 1, 2024, the Company submitted its plan of operations for its Velvet-Wood mine to both the State of Utah and the US Bureau of Land Management.

On May 6, 2024, the Company announced that as a result of a delay in filing its annual financial statements, accompanying management’s discussion and analysis and related officer certifications for the financial year ended December 31, 2023, the British Columbia Securities Commission had issued a cease trade order.

On May 12, 2024, a total of 7,500,000 warrants with an exercise price of $0.12 per Share expired unexercised.

On June 3, 2024, the Company announced that it has filed its annual financial statements, accompanying management’s discussion and analysis and related officer certifications for the financial year ended December 31, 2023. Following completion of the filings, the British Columbia Securities Commission has revoked the previously issued cease trade order and the Shares resumed trading on June 5, 2024.

On June 17, 2024, the Company announced that it had received approval for its Slick Rock Project drill program permit application to conduct a 20-hole drill campaign.

On July 12, 2024, a total of 3,100,000 options with an exercise price of $0.20 per Share expired unexercised.

On July 18, 2024, the Company announced that it had received an affirmative completeness review with regard to its Shootaring Canyon Mill production restart application.

principal amount of the Note prior to the Maturity Date on providing five business days’ notice following the date that the Company secures additional funding, whether in the form of an equity financing or debt financing, in an amount exceeding $5,000,000. The Company shall not incur or assume additional indebtedness until full repayment of this Note, that ranks senior to or pari passu with this loan or create, assume or permit to exist any lien or encumbrance on any assets or property of the Company or its subsidiaries that secures indebtedness, without the written consent of the Lender. The Note was repaid in full in connection with the announcement of the Transaction (as defined herein).

On August 2, 2024, the Company announced that it had engaged BRS, Inc. to prepare an updated uranium and vanadium resource with regard to the Company’s Slick Rock Project.

On September 24, 2024, the Company announced the commencement of its drill program at the Slick Rock Project.

On October 1, 2024, the Company entered into an arrangement agreement with IsoEnergy Ltd. (“IsoEnergy”) pursuant to which IsoEnergy was expected to acquire all of the issued and outstanding Shares by way of a court-approved plan of arrangement (the “Transaction”). In connection with the Transaction, IsoEnergy provided a secured loan in the form of a promissory note of $6.020 million to the Company, with an interest rate of 15% per annum and a maturity date of April 1, 2025, for purposes of satisfying working capital and other obligations of the Company through to the closing of the Transaction (the “IsoEnergy Promissory Note”). IsoEnergy also agreed to provide an indemnity for up to US$3 million in principal with respect to certain of the Company’s property obligations.

On November 6, 2024, the Company announced that it had filed notice to convene a special shareholder meeting to vote on a special resolution to approve the Transaction.

On November 20, 2024 and November 25, 2024, the Company announced that leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC, respectively, recommended that Anfield shareholders vote “FOR” the resolution approving the Transaction.

On December 3, 2024, the Company announced the Transaction was approved at the Company’s special meeting of shareholders held on December 3, 2024.

On December 16, 2024, the Company announced it appeared before the British Columbia Supreme Court (the “Court”) on Monday, December 9 and Friday, December 13 seeking the Court’s final order to the arrangement. UEC, a shareholder of the Company, opposed the granting of the final order and appeared at the hearing. During the afternoon of the second day of the hearing, UEC submitted to the Court a letter addressed to the Company offering to purchase 107,142,857 Shares at a price of $0.14 per share for total proceeds of $15,000,000. The judge adjourned the Company’s application and ordered disclosure of the UEC letter by way of press release and further ordered the Company to hold a new shareholders’ meeting to approve the Transaction.

Current Fiscal Year

On January 2, 2025, the Company announced the British Columbia Court of Appeal will hear the Company’s appeal in respect of the Court’s order on January 27, 2025 and January 28, 2025. The Company is appealing the decision of the Court requiring the Company to have another shareholder meeting to consider the Transaction given the UEC financing offer.

On January 14, 2025, the Company announced that it had entered into a subscription agreement with UEC whereby UEC agreed to acquire 104,142,857 Shares at a price of $0.14 per Share for total gross proceeds of $15,000,000 (the “UEC Financing”). The Company also announced the termination of its proposed plan of arrangement with IsoEnergy. To repay the IsoEnergy Promissory Note, the Company also entered into

an indicative term sheet with Extract Advisors LLC to increase the existing credit facility by an additional US$8 million.

On January 15, 2025, the Company announced the closing of the UEC Financing.

On January 20, 2025, the Company repaid the IsoEnergy Promissory Note.

On January 29, 2025, the Company announced that it had completed a 14-hole, 14,100-foot rotary drill program at its Slick Rock Project.

On February 20, 2025, the Company entered into an indemnification support agreement with UEC whereby UEC will provide indemnification support limited to US$3,000,000 (the “Support Amount”) in connection with certain bonding requirements relating to Shootaring Canyon Mill. In consideration for the provision of the indemnity, the Company agrees to pay to UEC a cash support fee equal to the Support Amount multiplied by the secured overnight financing rate as administered by the CME Group Benchmark Administration Limited plus 5% per annum, which fee shall be calculated monthly and paid in US dollars in arrears on the first day of each calendar month. The Company also agreed to grant UEC the right, to subscribe for and to be issued up to such number of the Shares that will allow UEC to maintain its percentage ownership interest in the Company.

On March 10, 2025, the Company announced that it had filed notice to convene a special shareholder meeting to seek approval for a share consolidation of the Shares on the basis of one new Share for up to 200 currently issued and outstanding Shares, or some lesser ratio as directors may deem appropriate.

On March 11, 2025, HRI increased its performance bonds for reclamation with the DOE to US$2,799,900.

On March 18, 2025, the Company announced that it had entered into an amending agreement with Extract Advisors LLC for the extension of an additional US$6,000,000 increase to the existing credit facility dated September 26, 2023, in connection with the indicative term sheet as previously announced by the Company on January 14, 2025.

On April 2, 2025, the Company appointed Ross McElroy to its Board and announced that shareholder approval was received for a consolidation of the Shares on the basis of one new Share for up to 200 currently issued and outstanding Shares. Completion of the consolidation remains subject to the Board determining a final ratio, the satisfaction of applicable public distribution requirements and the approval of TSXV.

On April 2, 2025, the Company announced that it is finalizing the acquisition of the DOE leases (the “Acquisition”). The Acquisition is being completed pursuant to an asset transfer agreement (the “Transfer Agreement”) previously entered into by HRI, and Gold Eagle Mining Inc. and Golden Eagle Uranium LLC, and which was subsequently amended on February 20, 2025. Pursuant to the amended Transfer Agreement, the Company’s consideration for the Acquisition consists of the following share issuance and payments:

•

US$400,000 in cash (paid), and 12,729,464 Shares (the “Consideration Shares”), the Consideration Shares representing a value of US$1,250,000 based upon a deemed price of C$0.14 per Consideration Share and a deemed exchange rate of US$1.00 to C$1.4257;

•

US$750,000 in cash at the one-year anniversary of closing, with an option to extend by two subsequent ninety-day periods;

•

US$1,000,000 in cash at the two-year anniversary of closing;

•

US$1,000,000 in cash at the three-year anniversary of closing; and

•

US$1,500,000 in cash at the four-year anniversary of closing.

On April 22, 2025, the Company announced that it had submitted both its listing application to the Nasdaq Stock Market LLC and the accompanying Form 20-F Registration Statement to the SEC.

On May 6, 2025, the Company issued 12,729,464 Consideration Shares pursuant to the Transfer Agreement with Gold Eagle Mining Inc.

On May 27, 2025, the Company announced that the US Department of the Interior approved the Company’s Velvet-Wood Project. The Velvet-Wood Project’s selection as part of the federal government’s national response to the energy emergency declared by President Donald J. Trump was previously announced by the Company on May 13, 2025.

On June 16, 2025, the Company announced that it has filed a notice of intent, through HRI, with the Colorado Division of Reclamation, Mining and Safety, to begin a 20-hole, 8,000-foot rotary drill program at the existing JD-7 open pit mine in Montrose County, Colorado.

Trends and Outlook

The Company intends to focus its business activity in the near term on advancing its conventional uranium and vanadium portfolio closer to production. This includes updating its radioactive materials license at the Shootaring Canyon Mill (the “Radioactive Materials License”), determining economics for its West Slope Project and, uranium price permitting, advancing both its Velvet-Wood Project and Slick Rock Project.

At the Shootaring Canyon Mill, the Company is updating its Radioactive Materials License in order to update the license from its current “standby status” to “operational status”.

At the West Slope Project, the Company is pursing a PEA for four of the nine mines held within the West Slope Project portfolio.

DESCRIBE THE BUSINESS

Risk Factors

The Company is in the business of acquiring and developing uranium properties. It is exposed to a number of risks and uncertainties that are common to other mineral development companies in the same business. The industry is capital intensive at all stages and is subjected to variations in commodity prices, market sentiment, exchange rates for currency, inflations and other risks. The Company currently has no source of revenue. The Company will rely mainly on equity financing to fund development activities on its mineral properties. An investment in the Company’s securities is highly speculative and subject to a number of risks at any given time. The following is a description of the principal risk factors affecting the Company.

Financial Risks

The Company’s financial instruments consist of cash and cash equivalents, deposits and accounts payable and accrued liabilities. The carrying values of cash and cash equivalents, deposits, and accounts payable and accrued liabilities approximate their fair values due to the relatively short period to maturity of those financial instruments.

The Company is exposed to credit risk with respect to its cash and cash equivalents. Cash and cash equivalents have been placed on deposit with a major Canadian financial institution.

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or currency risk. The Company is not exposed to significant other price risk.

Financing Risks

The Company’s operations are capital intensive and future capital expenditures are expected to be substantial. The Company will require significant additional financing to fund its operations, including acquiring additional mineral projects and continuing with its exploration and pre-extraction activities which include assaying, drilling, geological and geochemical analysis and mine construction costs. The Company has no history of earnings and no source of operating cash flow and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its Shares since incorporation and does not anticipate doing so in the foreseeable future.

The only present source of funds available to the Company is through the sale of its equity shares. Even if the results of development are encouraging, the Company may not have sufficient funds to conduct the further development that may be necessary to determine whether or not a commercially mineable deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its property, there is no assurance that any such funds will be available. If available, future equity financings may result in substantial dilution to purchasers under an offering. In the absence of such additional financing, the Company would not be able to fund its operations or continue with its exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of its projects. At present it is impossible to determine what amounts of additional funds, if any, may be required.

Going Concern

The Company’s capability to continue as a going concern is dependent upon its ability to obtain additional debt or equity financing to meet its obligations as they come due. If the Company were unable to continue as a going concern, then significant adjustments would be required to the carrying value of assets and liabilities, and to the balance sheet classifications currently used.

The Company has no history of profitable operations, and its present business is at an early stage. As such, the Company is subject to many risks common to other companies in the same business, including under- capitalization, cash shortages, and limitations with respect to personnel, financial and other resources and the lack of revenues.

The Company may consider plans to obtain financing in the future primarily through further equity financing or debt financing, as well as through joint venturing and/or optioning out the Company’s properties to qualified mineral exploration companies. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operation and eventually to forfeit or sell its interest in its exploration and evaluation assets.

Management has initiated a strict cost control program to effectively control expenditures. In addition, management will review several funding options including equity financing and seeking joint venture partners to further its mineral property interests at the appropriate time. While the Company has been successful in raising funds in the past, there are no assurances that additional funding and/or suitable joint venture agreements will be obtained.

Development Risks

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of ore are discovered, a profitable market may not exist for the sale of uranium produced by the Company. The Company’s competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium, but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, the Company may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

Additionally, the marketability of any uranium or vanadium which may be acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as macroeconomic factors, market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, land tenure and use, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of uranium or vanadium, and environmental protection. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors may result in the Company’s inability to receive an adequate return on its invested capital. Uranium prices have been depressed in recent years, but there has been recent improvement.

Mining Risks

The business of developing mines involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explorations, cave-ins, landslides and the inability to obtain suitable adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company has relied on and may continue to rely upon consultants and others for development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing uranium and vanadium properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The Company has no producing mines at this time. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Whether an ore body contains commercially recoverable material depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium or vanadium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation.

Subject to Influential Political and Regulatory Factors

The uranium and vanadium industry are subject to influential political and regulatory factors which could have a material adverse effect on the Company’s business and financial condition. The international uranium industry, including the supply of uranium concentrates, is relatively small, competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing and trade of uranium is subject to political changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and/or taxes). International agreements, governmental policies and trade restrictions are beyond the Company’s control. Changes in regulatory requirements, customs, duties or taxes may affect the availability of uranium, which could have a material adverse effect on the Company’s business and financial condition.

Political Uncertainty

Political, legal, and regulatory changes in Canada and the US, and other countries can impact the Company’s operations and business performance. In 2024 and in 2025 to date, there were national elections in several of the world’s largest economies, including Japan, India, the European Union, France, the United Kingdom, Mexico, the US, Canada and Germany. These elections have brought, or may bring, new political leadership with substantially different political, social, and economic policy priorities than their predecessors on both domestic and foreign policy matters, including the environment, trade and tariffs, and energy. These political shifts may create uncertainty about future government policies, regulations, and trade relationships between major global economies which could result in broad-based volatility and decreased investor confidence.

Political risks faced by the Company that could impact its operations or planned operation include:

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changes in government policy and regulations;

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new interpretations of existing laws;

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implementation of new, or expansion of existing, tariffs on exported and/or imported products;

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opposition from government or other political actors to industrial activities;

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extended regulatory review periods and third-party consultation requirements;

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delays or denials of necessary permits and licenses; and

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disruption of critical third-party infrastructure and supply chains.

Changing environmental regulations pose additional challenges. Changes in assessment processes and expanding stakeholder consultation requirements and expectations, including with stakeholders, may extend project timelines, increase compliance costs, increase project execution risk and limit business opportunities.

Other potential governmental impacts include:

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tax increases;

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higher government royalty rates, including possible retroactive claims;

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new efficiency standards;

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alternative fuel mandates;

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tax and other subsidies for competing energy sources; and

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government support for research into, and mandated uses of, alternative energy technologies.

These government initiatives, particularly those promoting emissions reductions and alternative energy sources, could reduce demand for the Company’s future products.

Loss of Interest in and Value of Properties

The Company’s ability to maintain its interests in its mineral properties and to fund ongoing development costs will be entirely dependent on its ability to raise additional funds by equity or debt financings. If the Company is unable to raise such funds it may suffer dilution or loss of its interest in its mineral properties. The amounts attributed to the Company’s interests in mineral properties in its financial statements represent acquisition and exploration costs, and should not be taken to reflect realizable value.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Environmental and Other Regulatory Requirements

Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund. The Company’s right to exploit the mining properties is subject to various reporting requirements and to obtaining certain government approvals and there is no assurance that such approvals, including environmental approvals, will be obtained without inordinate delay or at all.

No Assurances of Titles, Boundaries or Surface Rights

The Company has investigated rights of ownership of all of the mineral properties in which it has an interest and, to the best of its knowledge, all agreements relating to such ownership rights are in good standing. However, all properties may be subject to prior claims or agreement transfers, and rights of ownership may be affected by undetected defects. While to the best of the Company’s knowledge, title to all properties in which it has the right to acquire an interest is in good standing, this should not be construed as a guarantee of title. Other parties may dispute title to the mining properties in which the Company has the right to acquire an interest. The properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects or the statutes referred to above.

Permits and Licenses

The operations of the Company may require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

Acquisition Risks

From time to time the Company may examine opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of its business and operations and may expose it to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on the Company’s business. For example: (i) there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; (ii) a material ore body may prove to be below expectations; (iii) the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise and maintaining uniform standards, policies and controls across the organization; (iv) the integration of the acquired business or assets may disrupt the Company’s ongoing business and relationships with employees, customers, suppliers and contractors; and (v) the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Reliance on Key Personnel

The nature of the business of the Company, the ability of the Company to continue its development activities and to thereby develop a competitive edge in the marketplace depends, in a large part, on the ability of the Company to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The development of the Company now and in the future, will depend on the efforts of key management figures, the loss of whom could have a material adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of the key management employees.

International Conflict

Although the Company’s operations and properties are located in the US, the Company’s operations and financial performance may be affected by international conflicts. Any conflicts, imposition of sanctions, outbreak of war into other countries or regions or other escalation may have a material adverse effect on the Company’s operations due to, among other factors, the effect on the supply chain, diversion of resources to the conflict, and an increase in the Company’s costs for fuel and other supplies used to carry out its exploration activities. Metal prices continue being impacted by economic and geopolitical concern. Recent hostilities in the Middle East and Europe, and the accompanying international response, has been disruptive to the world economy, with increased volatility in commodity markets, including higher oil and gasoline prices, international trade and financial markets, all of which have a trickle-down effect on supply chains, equipment and construction. There is material uncertainty about the extent to which this conflict will continue to impact economic and financial affairs, as the numerous issues arising from the conflict are in flux and there is the potential for escalation of the conflict both within Europe, the Middle East and globally.

The Company continues to monitor the situation, although there is no assurance the Company’s operations will not be adversely affected by geopolitical tensions.

Adverse Economic Conditions

Any credit crisis and related instability in the global financial system, has had, and may continue to have, an impact on the Company’s business and the Company’s financial condition. The Company may face significant challenges if conditions in the financial markets do not continue to improve. The Company’s ability to access the capital markets may be severely restricted at a time when the Company wishes or needs to access such markets, which could have a materially adverse impact on the Company’s flexibility to react to changing economic and business conditions or carry on our operations.

Market events and conditions, including the disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions have caused significant volatility in commodity prices. These conditions also caused a loss of confidence in global credit and financial markets and resulted in the collapse of, and government intervention in, major banks, financial institutions and insurers and created a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. The possibility of a global recession and attempts to control it may impact metals demand and prices. More recently, there has been mounting government debt in many western nations and significant volatility in the price of commodities. Further, the imposition of protectionist or retaliatory trade tariffs by countries may impact the Company’s ability to import materials needed to conduct its operations, construct its projects, or to export its products at prices that are economically feasible.

These events are illustrative of the effect that events beyond the Company’s control may have on commodity prices, demand for metals, availability of credit, investor confidence and general financial market liquidity, all of which may affect the Company’s business. Any or all of these economic factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, resulting in impairment losses. If such increased levels of volatility and market turmoil reoccur, the Company’s operations could be adversely impacted and the trading price of the Common Shares may be adversely affected.

Tariffs and Imposition of Other Restrictions on Trade

The Company’s ability to procure inputs and equipment required for its operations in Canada and the US, and access to markets for Canada and the US’s future products, may be subject to interruptions or trade barriers due to policies and tariffs or import/export restrictions of individual countries. The Company’s future products may also be subject to tariffs that do not apply to producers based in other countries which could result in changes to its customer base and disrupt the Company anticipated sales processes. Any disruption to current trade practices could have a material impact on the Company’s ability to procure inputs and equipment for its operations and projects and to market its future products. The Company is reviewing its exposure to the potential tariffs and alternatives to inputs sourced from suppliers that may be subject to the tariffs. There is uncertainty as to whether current tariffs will be enforceable or whether proposed or retaliatory tariffs will be implemented, the quantum of such tariffs, the goods on which they may be applied and the ultimate effect on the Company’s supply chain and costs. Other countries may also adopt other protectionist measures including tariffs, trade barriers and other protectionist or retaliatory measures that could limit the Company’s ability to procure goods and services either in response to the imposition of

tariffs or otherwise. Such tariffs or retaliatory actions taken by governments could adversely impact the Company’s business, financial condition and profitability.

General

The Company is in the business of acquiring and developing uranium properties. Anfield is focused on continuing to advance its plans to create a vertically-integrated uranium entity.

Competitive Conditions

The trend indicators for nuclear energy and the uranium sector are positive and point towards sustained increases in the uranium price — as is now called for by many uranium analysts. Notably, Japan has restarted a number of reactors and is preparing for further re-starts, India has created a strategic uranium reserve, Europe is attempting to wean itself off of Russian oil and gas, and further energy-related sanctions as a result of Russia’s attack on Ukraine may spill over to uranium ore and enrichment services. Moreover, China’s move to align itself with Kazakhstan in order to secure a long-term source of uranium creates a greater risk that this material will not be available for western reactors. In addition, the global nuclear industry is moving forward strongly with 67 reactors currently being built, another 87 planned to come online in the next 10 years and hundreds further back in the pipeline. Finally, the US government has embraced nuclear as part of its green economy which is reflected in its recent legislation to facilitate the maintenance of nuclear reactors at risk of closing and the ongoing work related to the creation of a strategic Uranium Reserve as part of its comprehensive plans to revive the industry.

Nuclear power is increasingly being seen as essential in providing new baseload electricity and meeting greenhouse gas emission targets. These developments, combined with the shuttering of producing mines and deferment or abandonment of many uranium projects in the current low-price environment, has likely created a uranium shortfall in the near term. Anfield feels it is well positioned to benefit from the uranium market’s current prospects as it continues to advance its plans to create a vertically-integrated uranium entity.

Nevertheless, the mineral exploration and mining business is competitive in all phases of exploration, development and production. The Company competes with a number of other entities in the search for and acquisition of productive mineral properties. As a result of this competition, the majority of which may often be with companies with greater financial resources than the Company, the Company may be unable to acquire attractive properties in the future on terms it considers acceptable. The Company also competes for financing with other resource companies, many of which have greater financial resources and/or more advanced properties.

The Company’s ability to acquire properties depends on its success in developing the Company’s present properties and its ability to select, acquire and bring to production suitable properties or prospects for mineral development. Factors beyond the Company’s control may affect the marketability of minerals mined or discovered by the Company. See “Risk Factors” in this AIF for information regarding the impact that competitive conditions may have on the Company’s business.

Specialized Skills and Knowledge

All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning and implementation of exploration programs and regulatory, finance and accounting. The Company relies upon its management, employees and various consultants for such expertise.

Mineral Price and Economic Cycles

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. Uranium markets are affected by global economic conditions. Fluctuations in supply and demand in various regions throughout the world are common.

Economic Dependence

The Company’s business is dependent on the development and operation of uranium properties. The Company is not dependent on any sole contract to sell a major part of the Company’s products or services or to purchase a major part of the Company’s requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which the Company’s business depends.

Bankruptcy and Similar Procedures

There are no bankruptcies, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. The Company has not commenced any bankruptcy, receivership or similar proceedings during the Company’s history.

Reorganizations

There have been no corporate reorganizations of the Company.

Foreign Operations

The Company’s properties are located in the United States. The Company holds mining claims and leases in Utah, Colorado, New Mexico and Arizona.

Employees

As at December 31, 2024, the Company had two full-time employees working in Canada and three full- time employees working in the United States.

Environmental Protection

The Company’s operations are subject to various government laws and regulations concerning safety and environmental protection.

Social or Environmental Policies

The Company aims to minimize the impact of its operations on both local communities and the environment. The Company takes its responsibilities seriously to protect the environment, to conduct business based on high ethical standards and to make a positive difference in the communities in which it operates.

TECHNICAL INFORMATION

Anfield is engaged in the acquisition and development of uranium assets in the United States. Anfield’s assets include: (i) the West Slope Project, located in Colorado; (ii) the Velvet-Wood Project, including the Shootaring Canyon Mill, both located in Utah; (iii) the Slick Rock Project, located in Colorado; and (iv) surface stockpiles containing approximately 370,000 pounds of uranium. The Company’s assets have been chosen for their production potential and location in a safe and politically-stable jurisdiction.

Management of the Company considers the West Slope Project, Velvet-Wood Project, Slick Rock Project and the Shootaring Canyon Mill to be the material properties of the Company.

Readers are cautioned that mineral resources are considered too speculative to have the economic considerations applied that would enable classification as mineral reserves.

The West Slope Project

The 2022 Mineral Resource Technical Report entitled “US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9 Montrose County, Colorado, USA” and dated April 10, 2022 (the “2022 Technical Report”), which refers to the four core DOE leases of the nine which make up the West Slope Project, was prepared by Douglas L. Beahm, P.E., P.G., Carl Warren, P.E., P.G. and Joshua Stewart, P.E., P.G. of BRS, Inc., all of whom were independent qualified persons (“QPs”) for the purposes of NI 43-101 at the time the 2022 Technical Report was prepared. Technical reports for the remaining five DOE leases, which do not share common geography or development plans, have not been prepared.

The summary section from the 2022 Technical Report is reproduced below in its entirety. The 2022 Technical Report is available on the Company’s SEDAR+ profile at www.sedarplus.ca and is incorporated by reference herein. Capitalized terms used but not defined in the following summary have the meanings ascribed thereto in the 2022 Technical Report.

Project Overview

The West Slope Project is located within the Uravan Mineral District of southwestern Colorado, approximately 10 miles west of Naturita, Colorado, within Sections 16 to 22, 29, 30, T46N, R17W, 6^th P.M., of Montrose County, Colorado. The West Slope Project consists of four adjacent DOE Mineral Leases, JD-6, JD-7, JD-8, and JD-9, that were previously developed and mined by Cotter Corporation from the late 1970s to early 2000s. All the four leases experienced underground mining activity over the 30-year period. In addition, the JD-7 lease also had significant open pit stripping performed to within less than 100 feet of the top of mineralization. Mineral resource estimates for the four leases, JD-6, JD-7, JD-8, and JD- 9, were completed for and are the subject of this Technical Report.

The uranium mineralization is present as uranium oxides and uranium/vanadium mineral assemblages. Mineralization is sandstone-hosted, and channel-bound into tabular and lenticular deposits within the Salt Wash member of the Jurassic Morrison Formation.

Uranium and Vanadium have been previously recovered from these deposits primarily by random room and pillar underground mining methods. The mined material was processed through Cotter Corporation’s Canon City mill, a conventional acid leach uranium/vanadium mill.

Project Description and Ownership

The current West Slope Project includes four contiguous DOE leases: JD-6, JD-7, JD-8, and JD-9.

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JD-6 Lease (DE-RO01-19LM0254: effective July 6, 2020)

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Consists of 325 acres, located within Sections 21 and 22, T46N, R17W, 6^th P.M.

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JD-7 Lease (DE-RO01-19LM0255: effective July 6, 2020)

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Consists of 320 acres of the main mineable lease and an adjacent lease, JD-7A, which is intended for placement of overburden extracted from the open-pit. The Lease is located within Sections 16, 17, 21, and 22, T46N, R17W, 6^th P.M.

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JD-8 Lease (DE-RO01-19LM0256: effective July 6, 2020)

Consists of 813 acres, located within Sections 18, 19, and 20, T46N, R17W, 6^th P.M.

•

JD-9 Lease (DE-RO01-19LM0257: effective July 6, 2020)

Consists of 897 acres, located within Sections 19, 29, and 30, T46N, R17W, 6^th P.M.

Development Status

The DOE leases have been previously mined. From the 1950s to early 2000s, extensive mineral exploration by drilling defined significant uranium and vanadium resources on the four leases. Considerable mine- related infrastructure was built by Cotter Corporation on the leases, including adits and underground stopes, an open-pit, and associated underground and surface infrastructure. More than 1.3 million pounds of uranium (U₃O₈) and 6.6 million pounds of vanadium (V₂O₅) were produced from the leases and adjacent lode mining claims (Behre Dollbear, 2007).

History

The DOE leases were first made available to mining companies in the 1950s, following exploration by the US Geological Survey (USGS) on behalf of the US Atomic Energy Commission (US AEC, now DOE). Extensive exploration by drilling was completed by the mining companies and extensive uranium and vanadium mineralization was delineated. Underground mining was completed on each of the leases, with an open pit partially developed on the JD-7 lease, where stripping of overburden ceased prior to reaching the mineralized deposits.

Table 1.1 summarizes the past production on the leases. Note: the production totals for each lease includes that extracted from adjacent, unpatented lode mining claims as the individual totals were not separated in the historical records.

Table 1.1 Historical Mineral Production on the DOE Leases


DOE Lease and Lode Mining Claims	Acres	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

Source: Behre Dolbear, 2007

On February 20, 2020, Anfield signed a binding agreement with Cotter, whereby Cotter issued a Letter of Credit as required by applicable government entities to facilitate Anfield obtaining Replacement Surety Bonds (“Bonds”) for US$2,400,000 (Principal) in connection to the DOE leases (including 6 others in the greater area). On or before the one-year anniversary of the agreement date, Anfield was required to pledge sufficient security under the Bonds to obtain the release of the Letter of Credit and pay US$360,000, equal to 15% of the principal owed to Cotter. During the six months ended June 30, 2021, Anfield lifted the Letter of Credit issued by Cotter by making a cash collateral payment of US$1,200,000 to cover the entirety of the reclamation bond amount and US$360,000 payment for the Replacement Fee.

On March 1, 2019, Anfield reported the acquisition of nine, past-producing DOE uranium/vanadium leases in southwestern Colorado, and the Charlie in-situ project in northeastern Wyoming, from Cotter Corporation, a wholly owned subsidiary of General Atomics. The subject DOE leases in this report, JD-6, 7, 8, and 9, were included in this transaction. Cotter received 11,051,775 Shares. Cotter retained a royalty in the amount of 15% on uranium and vanadium produced form the DOE leases including, JD-6, 7, 8, and 9. In addition to the Cotter royalties, the DOE leases are subject to yearly royalty, and a production royalty of mined material (per dry ton), payable to the DOE and varies by lease as summarized in Table 1.2.

Table 1.2 DOE Lease Annual Payments and Royalties



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%

The annual royalty payments shall be credited against the royalty bid payments upon successful mineral extraction from the individual leases.

Regulatory Status

Current permitting status is active for each of the four leases, with 3 years to perform final reclamation. The Company currently inspects each of the leases on a weekly basis, as required by the lease agreements. Monthly stormwater inspections are conducted on the four leases, with precipitation data collected at the JD-7 and JD-9 rain gauge monitoring sites. Quarterly monitor wells samples are collected at the JD-9 lease. Quarterly lysimeter readings are collected at JD-6, JD-8, and JD-9 leases. Quarterly water depth readings on vent holes are completed at the JD-7 and JD-9 leases.

Geology

The host for known uranium mineralization, present as uranium and vanadium oxides, is sandstone-hosted and channel-bound tabular and lenticular deposits within the Salt Wash member of the Jurassic Morrison Formation. The uranium and vanadium bearing minerals occur as fine-grained coatings in detrital grains

filling pore spaces between the sand grains and replacing carbonaceous material and some detrital grains (Weeks et al., 1956).

Indicated Uranium Mineral Resources

For this technical report, data was available for 2,198 drill holes, totaling approximately 1,250,370 feet drilled. Mineral resources were estimated using the Grade times Thickness (GT) Contour method. The primary data modeled used were uranium equivalent grades as determined by downhole geophysical logging and reported as eU3O8. A radiometric disequilibrium factor of 1 was applied to the resource estimate. The minimum uranium grade included in the estimate was 0.05% eU3O8. Mineral resources are reported at a minimum grade thickness (GT) value of 0.30.

While no formal economic evaluation, PEA, Preliminary Feasibility Study (“PFS”), or Feasibility Study has been completed and while mineral resources are not mineral reserves and do not have demonstrated economic viability, reasonable prospects for future economic extraction were applied to the mineral resource estimate herein through consideration of grade and GT cutoffs and by screening out areas of isolated mineralization which would not support the cost of conventional mining under current and reasonably foreseeable conditions.

The drill spacing in most areas is sufficient to support a higher level of mineral resource classification, however, due to the historical nature of the drill data with no recent confirmatory drilling, the uranium mineral resource estimates reported here are considered Indicated Mineral Resources. Estimated Indicated Mineral resources for uranium are reported at a GT cutoff of 0.30 with a minimum grade of 0.05% eU3O8 as summarized on Table 1.3 which follows. Detailed estimates for each area are provided in Section 14.

Table 1.3 Total Indicated Mineral Resources Uranium


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

*Pounds and tons as reported are rounded to the nearest 1,000

Inferred Vanadium Mineral Resources

Vanadium grade was estimated using the historical results of mining and comparative review of the limited number of intercepts assayed for vanadium content for each of the lease tracts. In general, the ratio of vanadium to uranium (V:U) in the Uravan mineralized deposits is typically 5:1 to 7:1. Past production from the JD6 through JD9 leases shows a V:U ratio of 5.8:1 Vanadium resources were estimated using a more conservative 5:1 ratio.

It was industry practice when these leases were developed to estimate vanadium mineral resources and control vanadium grade during mining based on the uranium grade with only limited vanadium assays. Whereas there are limited vanadium assays available for vanadium mineral resource estimation, the mineral resource estimate is considered as an inferred mineral resource for vanadium.

Table 1.4 provides a summary of inferred vanadium mineral resources based on the uranium grade and GT cutoffs and reasonable prospects for economic extraction applied to the estimated uranium mineral resource.

Table 1.4 Total Inferred Mineral Resources Vanadium


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

*Pounds and tons as reported are rounded to the nearest 1,000

Summary of Risks

It is the authors’ opinion that the risks associated with this project are moderate as there has been past mining on the leases and the mine workings generally remain open and accessible. In addition, mining permits are in place although they would need to be updated. However, there are risks similar in nature to other mining projects in general and uranium mining projects specially, i.e., risks common to mining projects include:

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risks associated with mineral reserve and resource estimates, including the risk of errors in assumptions or methodologies;

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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;

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geological, technical and processing problems, including unanticipated metallurgical difficulties, less than expected recoveries, ground control problems, process upsets, and equipment malfunctions;

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risks associated with labor costs, labor disturbances, and unavailability of skilled labor;

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risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in the production processes;

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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

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actions taken by regulatory authorities with respect to mineral extraction and recovery activities.

The West Slope Project should anticipate some specific risks as follows.

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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 mill has a source material license from the State of Utah. The mill would require updating and revision of permits to allow operations and the mill would require refurbishment, but it is considered reasonable to presume mined material from the West Slope Project could ultimately be processed at Ticaboo.

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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.

Recommendations

The recommended project development program, summarized in Section 26, includes collection of core samples from select areas across the project in a manner representative of the overall resource area and/or complete test mining to obtain a bulk sample of mineralized material.

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Analyze the samples for uranium, vanadium, and radium to evaluate disequilibrium and the ratio of vanadium to uranium.

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Complete bench scale testing of mechanical sorting of the mined material prior to mineral processing to upgrade the mined material.

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Complete bench scale metallurgical testing of the bulk sample for anticipated mill processing alternatives including conventional milling, vat and heap leaching.

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Completion of a PEA or PFS.

Total estimated expenditures of $750,000 (US dollars)

The Shootaring Canyon Mill, Velvet-Wood Project and Slick Rock Project

The 2023 combined Velvet-Wood Project and Slick Rock Project PEA entitled “The Shootaring Canyon Mill and Velvet Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment” and dated May 6, 2023 (the “2023 PEA”), was authored by Douglas L. Beahm, P.E., P.G. Principal Engineer, Harold H. Hutson, P.E., P.G. and Carl D. Warren, P.E., P.G., of BRS, Inc., and Terence P. (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc., all of whom were independent QPs for the purposes of NI 43- 101 at the time the 2023 PEA was prepared.

The summary section from the 2023 PEA is reproduced below in its entirety. The 2023 PEA is available on the Company’s SEDAR+ profile at www.sedarplus.ca and is incorporated by reference herein. Capitalized terms used but not defined in the following summary have the meanings ascribed thereto in the 2023 PEA.

Shootaring Canyon Mill

The Shootaring Canyon Mill is one of only three licensed, permitted and constructed conventional uranium mills in existence in the United States, with the other two held by Rio Tinto Group and UEC (Sweetwater) and Energy Fuels (White Mesa). Located approximately 48 miles (77 kilometres) south of Hanksville, Utah, the Shootaring Canyon Mill is a conventional acid-leach facility that is permitted to process up to 750 tonnes of ore per day, with a capacity to process up to 1,000 tonnes per day. The mill was built in 1980 and during its period of operation it processed and sold 27,825 pounds of triuranium octoxide. It ceased operation with the collapse of the uranium price in the early 1980s.

2023 PEA – Summary

Project Overview

Velvet-Wood Overview

The Velvet and Wood mine projects are located within the Lisbon Valley physiographic province in San Juan County, Utah, as shown in Figure 1.1 and 1.2. The Velvet mine produced a reported 400,000 tons of

ore containing some 4.2 million pounds of uranium (U₃O₈) and 4.8 million pounds of vanadium (V₂O₅) (Chenoweth, 1990).

Slick Rock Project Overview

The Slick Rock property is located in the southern end of the Uravan mineral belt of the Colorado Plateau physiographic province and at the southeastern edge of the Paradox fold and fault belt in the proximal Disappointment syncline as shown on Figures 1.1 and 1.2. The Slick Rock District is also a past producer with reported production of 2,236,723 pounds of uranium (U₃O₈) and 13,941,457 pounds of vanadium (V₂O₅) (Chenoweth, 1990).

Shootaring Canyon Mill Overview

For the purposes of this PEA, it is assumed that mineral processing will take place at Anfield’s mineral processing facility, the Shootaring Canyon Mill, which lies approximately 180 miles from the Velvet-Wood mine area and approximately 200 miles from the Slick Rock mine area, following existing roads as shown on Figure 1.1.

Figure 1.1 - Overall Project Location Map

LOGO

Figure 1.2 - Velvet-Wood and Slick Rock Location and Access Map

LOGO

Project Description and Ownership

Velvet-Wood Project Description and Ownership

The Velvet area is located in San Juan County, Utah, approximately 31 miles from Monticello, Utah, in Township 31 South, Range 25 East, Sections 2, 3, 4 and 10, at Latitude 38° 07’ 00” North and Longitude 109° 09’ 00” West. The Wood area is located in Township 31 South, Range 26 East, Sections 6 and 7 and Township 31 South, Range 25 East, Sections 1, 11, and 12 at Latitude 38° 08’ 00” North and Longitude 109° 06’ 00” West. The Velvet-Wood Project ownership includes unpatented mining claims and a State of Utah mineral lease totaling approximately 2,166 acres related to the Velvet and Wood mine areas.

Slick Rock Project Description and Ownership

The Slick Rock Project is located in San Miguel County, Southwest Colorado, approximately 23.9 miles north of the town of Dove Creek, Colorado and east of the Dolores River in the Slick Rock District of the Uravan mineral belt. The approximate geographic center of the property is Latitude 38° 2’ 51.7” North, Longitude 108° 51’ 42.3” West.

Anfield entered into a definitive agreement to acquire Slick Rock Property from Uranium Energy Corp. in an asset swap transaction on April 21, 2022. The Slick Rock Project is comprised of 268 mineral lode claims included in this report and encompasses an area of approximately 4,976 acres or 7.8 square miles as shown in Figure 4.2. Certain claims within the block are subject to 1% to 3% royalties of net uranium and vanadium production.

Shootaring Canyon Mill Description and Ownership

The Shootaring Canyon Mill is located in Garfield County Utah approximately 52 miles south of Hanksville, Utah in Township 36 South, Range 11 East, Sections 3 and 4 and Township 35 South, Range 11 East, Sections 33 and 34 at approximate Latitude 37° 43’ 00” North and Longitude 110° 41’ 00” West. The Shootaring Canyon Mill is located on lands which are split estate, with the surface estate being fee land held by Anfield, and the mineral estate being Utah State Trust Land held by Anfield through two mineral leases totaling approximately 905 acres of surface and mineral fee lands.

Development Status

Velvet-Wood Project Development Status

A portion of the Velvet area has been mined by underground mine methods. The mined material from this area was transported to the Atlas mill in Moab, Utah for conventional processing. A mine permit is held for the Velvet mine. Re-opening of the Velvet mine would require updating of the mine permit as well as additional permits as subsequently discussed. Access from the former mine operations remain in place. The upper portion of the decline and portal has been closed by backfill and the vent shafts capped at the surface. It is the authors’ opinion that the decline and vents can be re-opened; however, underground conditions are unknown.

The Wood area has not been mined. Site access and drill roads which were not already pre-existing were established under this exploration permit.

Slick Rock Project Development Status

The Burro No. 3, 5, and 7 Mines were historically operated adjacent to the Slick Rock Project and within the northwest corner of the Slick Rock Project Area. These mines were operated as underground random room and pillar mines through the early 1980s. No access agreement currently exists to access the Slick Rock Project through the Burro Mines. This PEA is based on the sinking of new mine shafts to access the mineral resources at the Slick Rock Project.

Shootaring Canyon Mill Development Status

The Shootaring Canyon Mill has a Radioactive Materials License (RML) that is administrated by the UDEQ- DWMRC. This license currently authorizes possession of byproduct material (tailings and other milling wastes) and reclamation activities only. A license amendment to return to operational status is needed as are capital improvements, as subsequently discussed in this report.

History

Velvet-Wood Project History

The Velvet-Wood mineral holdings have gone through a succession of ownership. Anfield purchased the Velvet-Wood mine along with other conventional uranium assets from Uranium One including the Velvet-Wood Project in August 2015.

The Velvet-Wood Project, as discussed herein, consists of two areas which were historically held by separate companies. The Velvet area was held by Atlas Minerals who mined portions of the mineralization. The Wood area was held during a similar time frame by Uranerz. Uranerz drilled 120 rotary holes from 1985 through 1991 and outlined the current Wood mineral resource area (Chenoweth, 1990). The Wood area as described in this report was drilled but not mined.

Slick Rock History

Surficial to shallow uranium/vanadium mineralization has been known in the Slick Rock area since the early 1900s (then called the McIntyre district). First mined for radium and minor uranium until 1923, numerous companies sporadically operated small scale mining and processing facilities along the Dolores River. In 1931, a mill was constructed by Shattuck Chemical Co. to process vanadium ore. In 1944, the area was worked by the Union Mines Development Corp. for uranium/vanadium ore.

By December of 1955, Union Carbide Nuclear Corp. (UCNC) had drilled out a sufficient resource on the north side of Burro Canyon and began sinking three shafts. In December 1957, the shaft sinking was complete on the Burro No. 3, 5, and 7 mines to total depths of 408 feet, 414 feet, and 474 feet, respectively. In the same year, initial ore shipments were made to UCNC’s concentrating mill at Slick Rock.

Anfield entered into a definitive agreement to acquire Slick Rock Property from Uranium Energy Corp. in an asset swap transaction on April 21, 2022. The Slick Rock Project is comprised of 268 mineral lode claims and encompasses an area of approximately 4,976 acres or 7.8 square miles. Certain claims within the block are subject to 1% to 3% royalties of net uranium and vanadium production.

Shootaring Canyon Mill History

The Shootaring Canyon Mill was licensed and constructed by Plateau Resources and has had a succession of owners including US Energy and Uranium One prior to Anfield’s acquisition. The mill was constructed by Plateau Resources and operated briefly in 1982. The mill has not been decommissioned and has been under care and maintenance since cessation of operations.

Anfield purchased the Shootaring Canyon Mill along with other conventional uranium assets from Uranium One including the Velvet-Wood Project in August 2015.

Regulatory Status

Permitting for the Velvet-Wood Project and the Slick Rock Project mining operations and the reactivation of the Shootaring Canyon Mill requires various approvals from the state of Utah, the US Bureau of Land Management, and other agencies including but not limited to the following.

Major actions needed include:

•

Reactivation of the mill

The existing Source Material License, UT0900480, issued by UDEQ/DRC, requires an amendment to convert from the current care and maintenance status to operational status.

A mill reactivation plan has been submitted to the State of Utah’s Department of Environmental Quality (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.

•

Velvet-Wood Mine

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.

•

Slick Rock 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.

•

Permits common to all operations.

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).

Geology and Mineralization

Velvet-Wood Project Geology

The Velvet-Wood Project is located in the Lisbon Valley uranium district which was the largest uranium producing district in Utah. The Lisbon Valley or Big Indian Wash District produced 5 times as much uranium as any other district in Utah from the period of 1948 through 1988 totaling some 77,913,378 pounds U₃0₈ at an average grade of 0.30 % U₃0₈ (Chenoweth, 1990). Uranium mineralization in the Velvet and Wood areas is found in sandstone units within the Cutler Formation. The sandstones are fluvial arkose that has been bleached. The mineral deposits are irregular tabular bodies (Denis, 1982) located at the base, at the top, or close to pinch-outs of the sandstone bodies (Campbell and Mallory, 1979). The major producing zone in the Cutler occurs near the unconformity between the Cutler and the overlying Chinle Formation.

Slick Rock Project Geology

Uranium/vanadium mineralization is hosted by the Upper Jurassic Morrison Formation and is typical of Colorado Plateau-style uranium/vanadium deposits. Past production came from the upper or third-rim sandstone of the Salt Wash member of the Morrison Formation. This is the target host for uranium/vanadium mineralization within Anfield’s Slick Rock Project area.

Uranium and vanadium-bearing minerals occur as fine-grained coatings in detrital grains filling pore spaces between the sand grains and replacing carbonaceous material and some detrital grains (Weeks et al., 1956). The primary uranium minerals are uraninite (UO₂) with minor amounts of coffinite (USiO₄OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydromica. Metal sulfides occur in trace amounts. Mineralization occurs within tabular to lenticular bodies that are peneconcordant within sedimentary bedding. Mineralization may also cut across sedimentary bedding to form irregular shapes.

Exploration and Drilling Status

Velvet-Wood Project Exploration and Drilling

Drill data is available for a total of 325 drill holes. Of this total 268 drill holes are of a historic nature and 57 were completed by Uranium One in the 2007/2008 time period. Relevant data including geophysical and lithological logs are available for both recent and historic drilling. 46% of the drill holes encountered uranium mineralization in excess of the recommended cutoff criteria, an additional 41% showed low grade to trace mineralization, and the remaining drill holes were barren and/or not completed to the host horizon.

Slick Rock Exploration and Drilling

A total of 312 drill holes are available for the Slick Rock Project area. All of the drill holes are considered historic. Of this total, 27 holes have location data but no additional data associated with them. These 27 holes were excluded from the resource modeling. The remaining 285 holes contain 346 unique intercepts. Anfield has recently commenced a 20-hole drill program at Slick Rock in order to verify – and potentially expand – the current resource.

Mineral Resource Summary

This report summarizes mineral resource for the Velvet-Wood Project and Slick Rock Project mines with mineral processing at common facility, the Shootaring Canyon Mill. A detailed description of the mineral resource estimation methodology and results is provided in Section 14. Mineral resources have been estimated for both uranium and vanadium as the mineralization occurs primarily as uranyl-vanadates, and the refurbishment of the Shootaring Canyon Mill will include a vanadium circuit to recover the vanadium as a co-product with the uranium.

The total estimated uranium mineral resources are summarized in Table 1.1. The associated vanadium mineral resource which will be mined as a co-product is summarized in Table 14.2.

Table 1.1 - Velvet-Wood Project & Slick Rock Project Uranium Mineral Resource Summary*


Area/Classification	GT Cutoff		Pounds eU₃O₈		Tons		Average Grade %eU₃O₈
TOTAL MEASURED AND INDICATED MINERAL RESOURCE URANIUM		0.25 – 0.50		4,627,000		811,000		0.29
TOTAL INFERRED MINERAL RESOURCE URANIUM		0.25 – 0.40		8,410,000		1,836,000		0.24

*Numbers rounded

Table 1.2 - Velvet-Wood Project & Slick Rock Project Vanadium Mineral Resource Summary*

Area/Classification

GT cutoff
(Based on
Uranium)

V:U

Ratio

Pounds V₂O₅

Tons

Avg Grade

%V₂O₅

TOTAL INFERRED MINERAL RESOURCE VANADIUM

0.25-0.50

4.2

54,399,000

2,647,000

1.03

*Numbers rounded

While mineral resources are not mineral reserves and do not have demonstrated economic viability, reasonable prospects for future economic extraction were applied to the mineral resource estimates herein through consideration of grade and GT cutoffs as well as mineralization proximity to existing and proposed conceptual mining. As such, economic considerations were exercised by screening out areas which were below these cutoffs or of isolated mineralization and thus would not support the cost of conventional mining under current and reasonably foreseeable conditions.

Preliminary Economic Assessment

Project cost estimates are based on a conventional random room and pillar underground mine operation at the Velvet-Wood Project and Slick Rock Project mine areas. Mined material would be hauled by truck to the Shootaring Canyon Mill approximately 180 miles from Velvet-Wood and 200 miles from Slick Rock.

The mill would be fully refurbished and would process mined material for both uranium and vanadium recovery.

All costs are estimated in constant 2022 US Dollars. Operating (OPEX) and Capital (CAPEX) costs reflect a full and complete operating cost going forward including all pre-production costs, permitting costs, mine costs, and complete reclamation and closure costs for of the mine and mineral processing facility. CAPEX does not include sunk costs or acquisition costs.

Commodity prices used in this PEA are discussed in Section 19 and are $70 per pound for uranium oxide and $12 per pound for vanadium pentoxide.

An investigation and design study for the reactivation of the Shootaring Canyon Mill was commissioned by Anfield who engaged PSE of Salt Lake City, Utah for this study. The PSE study provided substantial designs for the rehabilitation of the mill, provided a basis updating the mill license, and considered options for increasing the mill throughput.

Mine design and permitting for the Velvet-Wood Project and Slick Rock Project mines are also ongoing. It is recommended that this PEA be revised following completion of this investigation and study.

Mining and mineral recovery methods are described in Sections 16 and 17, respectively. Capital and operating costs, CAPEX and OPEX, are discussed in Section 21.

•

Total initial CAPEX, not including current and sunk costs, is estimated at $122.3 million USD (refer to table 21.1).

•

Total weighted average OPEX is estimated at $244 USD per ton mined and processed (refer to Table 21.3).

•

The total cost per ton to produce saleable uranium and vanadium products is estimated at $290 USD per ton. This compares to an estimated gross value of $741 USD per ton (refer to Table 21.3).

For the purposes of this PEA, it was assumed that the Shootaring Canyon Mill would be refurbished to its original 750 tons per day capacity and a vanadium recovery circuit would be added. The PEA considers simultaneous mine feed from the Velvet-Wood Project decline and two production shafts at the Slick Rock Project. Given the selective nature of the mining and the geometry of the mineralization, three production centers are needed to meet the mill tonnage capacity. Referring to the cash flow model Table 22.4, the currently defined mineral resource at Velvet-Wood would be mined out in 8 years while production from the two shafts at Slick Rock Project would continue for 15 years. Thus, additional mill tonnage capacity would be available beginning in year 9. Additional mill feed could be sourced as captive feed from other Anfield mineral resource holdings in the Colorado Plateau or from mineral resource holdings of others under toll milling agreements.

The base case is based on commodity prices of $70 per pound for uranium oxide and $12 per pound for vanadium pentoxide with respective mill recoveries of 92% and 75%, respectively. The base case economic evaluation shows:

•

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

Breakeven with respect to commodity price occurs when the base case commodity prices are reduced by 40% to $42/lb and $7.20/lb, respectively.

This project, like all similar projects, is quite sensitive to commodity prices as shown in Figures 1.31 and 1.4 for pre and post income tax NPV, respectively.

Figure 1.3 – NPV Price Pre-Tax Sensitivity Chart

LOGO

Figure 1.4 – NPV Price Post-Tax Sensitivity Chart

LOGO

This is a restricted disclosure as allowed under section 2.3(3) of NI 43-101 which includes a PEA and is preliminary in nature such that it includes a portion of the inferred mineral resources as reported in Section 14 of the report. Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with CIM Standards. Inferred mineral resources are too speculative to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the outcomes estimated in the PEA will be realized.

Summary of Risks

The authors are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors not stated herein which would materially affect the mineral resource estimates or the results of the PEA. To the authors’ knowledge there are no other significant factors that may affect access, title, or the right or ability to perform work on the property, provided the conditions of all mineral leases and options and relevant operating permits and licenses are met. A summary of risks follows, categorized in terms of economic, technical, and permitting and licensing risks.

Economic Risks:

This report includes disclosure permitted under Section 2.3(3) of NI 43-101 as the PEA includes a portion of the inferred mineral resources reported in Section 14 of the report. Mineral resources are not mineral reserves and do not have demonstrated economic viability. A PFS is required, at a minimum, to demonstrate the economic viability of the measured and indicated mineral resources and qualify an initial estimate of mineral reserves.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

Technical Risks:

It is the authors’ opinion that the technical risks associated are low for the following reasons:

●

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.

The Velvet-Wood Project and Slick Rock Project do have some risks similar in nature to other mining projects in general and uranium mining projects specially, i.e., risks common to mining projects including:

●

Future commodity demand and pricing.

●

Environmental and political acceptance of the project.

●

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 authors are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors which would materially affect the mineral resource estimates, provided the conditions of all mineral leases and options, and relevant operating permits and licenses are met.

Permitting and Licensing Risks:

●

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.

●

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.

Recommendations

The following recommendations relate to potential improvement and/or advancement of the Velvet-Wood Project and Slick Rock Project and fall within two categories; recommendations to potentially enhance the resource base and recommendations to advance the projects towards development. Both may be conducted contemporaneously.

The Slick Rock Project will require a Phase 1 verification drilling program to confirm the existing database and upgrade the resource category. This would be followed by Phase 2 of work, including delineation

drilling, updating resource model, and preparation of a PEA update or PFS. The Velvet mine does not require an initial phase of verification and would be included along with the Slick Rock Project in Phase 2.

Phase 1 costs total $550,000 USD and are summarized on Table 26.1.

The Phase 2 recommendations and cost estimates for the Velvet-Wood Project are provided in Table 26.2. The Phase 2 recommendations and cost estimates for the Slick Rock Project are provided for future reference in Table 26.3.

Total Phase 2 cost is estimated at $4.5 million USD.

Terms and Abbreviations

Table 1.5 provides a brief list of terms and abbreviations used in this report:

Table 1.5 - Terms and Abbreviations


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)

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company has been authorized to issue an unlimited number of Shares, of which, as of June 30, 2025, 1,154,611,649 Shares are issued and outstanding. The holders of Shares are entitled to: (i) dividends if, as and when declared by the Board; (ii) one vote per Share at any meeting of the shareholders of the Company; (iii) and, upon liquidation, to receive all assets as are distributable to the holders of Shares.

Warrants

The following table provides details on Company warrants outstanding as of June 30, 2025:


Number of warrants outstanding	Exercise price	Expiry
15,000	$0.055	July 10, 2025
24,998,850	$0.085	July 10, 2025
45,120,476	$0.100	December 21, 2025
221,272,918	$0.180	May 12, 2027
46,105,263	$0.095	September 26, 2028
59,925,000	$0.150	September 26, 2028
397,437,507

Stock Options

The following table provides details on Company stock options outstanding as of June 30, 2025:


Number of options outstanding and exercisable	Exercise price	Expiry
5,250,000	$0.100	August 28, 2025
14,500,000	$0.120	August 27, 2026
35,100,000	$0.100	September 20, 2027
36,617,828	$0.100	October 6, 2028
91,467,828

PRIOR SALES

The following table sets forth information in respect of issuances or purchases of Shares and securities that are convertible or exchangeable into Shares during the financial year ended December 31, 2024, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued:


Date of Issuance	Reason for Issuance	Type of Security	Number	Price per Security	Aggregate Proceeds
January 5, 2024	Asset Acquisition	Shares	15,000,000	$0.070	$1,050,000.00
January 18, 2024	Warrant Exercise	Shares	674,800	$0.055	$37,114.00
January 31, 2024	Warrant Exercise	Shares	1,860,885	$0.055	$102,348.68
February 2,	Warrant	Shares	42,150	$0.055	$2,318.25


2024	Exercise
April 10, 2024	Warrant Exercise	Shares	3,000,000	$0.085	$255,000.00
April 17, 2024	Warrant Exercise	Shares	3,500,000	$0.085	$297,500.00
June 26, 2024	Consideration for Credit Facility Amendment	Warrants	4,000,000	$0.095	N/A
October 3, 2024	Warrant Exercise	Shares	500,000	$0.09	$42,500
October 4, 2024	Warrant Exercise	Shares	235,935	$0.06	$12,976.43
October 11, 2024	Warrant Exercise	Shares	1,325,000	$0.06	$72,875
October 17, 2024	Warrant Exercise	Shares	27,300	$0.06	$1,501.50
October 17, 2024	Warrant Exercise	Shares	5,257,150	$0.09	$446,857.75
October 18, 2024	Warrant Exercise	Shares	1,714,500	$0.09	$145,732.50
October 18, 2024	Warrant Exercise	Shares	10,935	$0.06	$601.43
October 21, 2024	Warrant Exercise	Shares	2,769,300	$0.10	$276,930
October 21, 2024	Warrant Exercise	Shares	607,494	$0.10	$60,749.40
October 21, 2024	Warrant Exercise	Shares	350,000	$0.06	$19,250
October 22, 2024	Warrant Exercise	Shares	250,000	$0.09	$21,250.00
October 23, 2024	Warrant Exercise	Shares	364,500	$0.09	$30,982.50

DIVIDENDS AND DISTRIBUTIONS

The Company has no fixed dividend policy and the Company has not declared any dividends on its Shares since its incorporation. The Company anticipates that all available funds will be used to undertake exploration and development programs on its mineral properties as well as for the acquisition of additional mineral properties. The payment of dividends in the future will depend, among other things, upon the Company’s earnings, capital requirements and operating and financial condition. Generally, dividends can only be paid if a corporation has retained earnings. There can be no assurance that the Company will generate sufficient earnings to allow it to pay dividends. See also “Describe the Business – Risk Factors”.

MARKET FOR SECURITIES

Market

The Shares of the Company are listed on the TSXV under the symbol “AEC”, the OTCQB Marketplace under the symbol “ANLDF” and the Frankfurt Stock Exchange under the symbol “0AD”. The closing price of the Shares on the TXSV on July 15, 2025 was $0.12.

Trading Price and Volume

The following sets forth the high and low market prices and the volume of the Shares traded on the TSXV during the periods indicated (stated in Canadian dollars):


Month	High $	Low $	Volume
January, 2024	0.100	0.070	34,968,562
February, 2024	0.110	0.080	18,091,023
March, 2024	0.105	0.070	42,979,903
April, 2024	0.110	0.065	40,956,607
May, 2024	0.085	0.075	7,607,217
June, 2024	0.085	0.065	11,500,509
July, 2024	0.083	0.060	9,920,370
August, 2024	0.070	0.055	6,711,738
September, 2024	0.090	0.055	17,958,780
October, 2024	0.135	0.070	73,837,209
November, 2024	0.135	0.085	25,751,546
December, 2024	0.115	0.075	17,410,471
January, 2025	0.105	0.075	21,097,648
February, 2025	0.085	0.065	9,117,827
March, 2025	0.080	0.050	16,596,029
April, 2025	0.065	0.045	12,061,109
May, 2025	0.120	0.055	34,960,404
June, 2025	0.135	0.090	66,426,682
July 1 – 15, 2025	0.130	0.105	65,650,749

DIRECTORS AND OFFICERS

Name and Occupation

The name, province or state of residence, position with and principal occupation within the five preceding years for each of the directors and officers of the Company are set out in the following table:


Name, Province or State and Country of Residence and Position with the Company ⁽¹⁾	Principal Occupation or Employment for the Last Five Years⁽¹⁾	Position Since
Ken Mushinski, Texas, USA Chairman and Director	President, Chief Executive Officer and Director of Rare Element Resources Ltd.; President of Cotter Corporation; Board member for technology developer Diazyme Shanghai and chemical manufacturer Miltec Inc. and as a management committee member for the Honeywell/General Atomics ConverDyn partnership.	September 20, 2022
Corey A. Dias⁽²⁾ Ontario, Canada Chief Executive Officer and Director	Chief Executive Officer of the Company since February 2013.	November 5, 2012
Donald Falconer Ontario, Canada Director	Independent businessman and director of public companies since 2014.	June 11, 2014
John Eckersley Utah, USA Director	An independent attorney for 30 years, with 10 years of experience with publicly traded companies.	July 19, 2019
Joshua D. Bleak⁽²⁾ Arizona, USA Director	President of North American Environmental Corporation, a consulting company specializing in mining project management, permitting, lobbying and land tenure.	December 15, 2010
Laara Shaffer British Columbia, Canada Chief Financial Officer and Director	Public company administrator; Chief Financial Officer since June 2010; Corporate Secretary since 1996.	May 15, 2023
Ross McElroy British Columbia, Canada Director	President and Chief Executive Officer of Apollo Silver Corp. since May 2025; President and Chief Executive Officer of Fission Uranium Corp. from September 2020 to December 2024.	March 27, 2025
Stephen S. Lunsford⁽²⁾ Wyoming, USA Director	Independent businessman and consulting geologist since 2014.	May 23, 2018
Douglas Beahm Wyoming, USA Chief Operating Officer	Owner and President of BRS, Inc., an engineering consulting firm.	March 20, 2024

(1)

The information as to country of residence and principal occupation has been furnished by the respective directors and officers individually.

(2)

Member of the Audit Committee.

Each director’s term of office expires at the next annual general meeting of the Company.

Shareholdings of Directors and Officers

As of June 30, 2025, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 44,845,610 Shares representing approximately 3.88% of the issued and outstanding Shares, and held convertible securities of the Company to acquire 86,450,000 Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or executive officer of the Company is, as at the date of this AIF, or was, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that (a) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days, or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company (a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director, or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Committees of the Board

The sole committee of the Board is the Audit Committee. The members of the Audit Committee are Joshua D. Bleak (Chairman), Corey A. Dias and Stephen S. Lunsford. Information concerning the Audit Committee is provided under “Audit Committee Information” below.

Conflicts of Interest

To the best of the Company’s knowledge, except as otherwise noted in this AIF, there are no existing or potential conflicts of interest among the Company, its directors, officers, or other members of management of the Company except that certain of the directors, officers and other members of management serve as directors, officers and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer or member of management of such other companies and their duties as a director, officer or member of management of the Company.

the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the BCBCA dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The charter of the Audit Committee is attached as Schedule “A” to this AIF.

Composition of the Audit Committee and Independence

The Company’s Audit Committee consists of Joshua D. Bleak (Chairman), Corey A. Dias and Stephen S. Lunsford. National Instrument 52-110 – Audit Committees (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment. The Board has determined that Messrs. Bleak and Lunsford of the Audit Committee are “independent” directors.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Company has determined that all of the members of the Audit Committee are “financially literate”.

Based on their business and educational experiences, each Audit Committee member has a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting. Each of the members of the Audit Committee has had several years of experience as a senior executive and a member of the board of significant business enterprises in which he has assumed substantial financial and operational responsibility. In the course of these duties, the members have gained a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection of the accounting for estimates, accruals and reserves; experience analyzing and evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in section 2.4 (De Minimis Non-audit Services), section 3.2 (Initial Public Offerings), section 3.4 (Events Outside Control of Member) or section 3.5 (Death, Disability or Resignation of Audit Committee Member) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemption in subsection 3.3(2) (Controlled Companies), section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances) or the exemption in section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

Pre-Approval Policies and Procedures

The chair of the Audit Committee is authorized to pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor, subject to the chair of the Audit Committee reporting the pre-approval(s) to the Audit Committee at the Audit Committee’s meeting subsequent to the said approval(s).

Audit Fees

The following table sets forth the fees paid by the Company and its subsidiaries to Dale Matheson Carr- Hilton LaBonte LLP, Chartered Accountants (“DMCL”), the current auditors for services rendered during the year ended December 31, 2024 and the year ended December 31, 2023:


	YE Dec. 31, 2024	YE Dec. 31, 2023
Audit fees⁽¹⁾	$140,000	$145,400
Audit-related fees⁽²⁾	Nil	Nil
Tax fees⁽³⁾	$19,000	$18,400
All other fees	Nil	Nil
Total	$159,000	$163,400

(1)

The aggregate audit fees billed by the Company’s auditor (or accrued).

(2)

The aggregate fees billed (or accrued) for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements which are not included under the heading “Audit Fees”, including for quarterly reviews.

(3)

The aggregate fees billed (or accrued) in 2024 and 2023 for professional services provided by the auditor rendered for tax compliance, tax advice and tax planning.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not a party to, nor are any of the Company’s properties subject to, any pending legal proceedings or regulatory actions the outcome of which would have a material adverse effect on the Company. The management of the Company is not aware of any material legal proceedings in which the Company may be a party which are contemplated by governmental authorities or otherwise.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any insider of the Company, or any associate or affiliate of any such person, in any transaction during the Company’s three last completed financial years, or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

Certain directors and officers of Anfield have historically participated in private placements by Anfield on the same basis as other arm’s length subscribers to such offerings.

TRANSFER AGENTS AND REGISTRARS

The Company’s registrar and transfer agent is Computershare Trust Company of Canada located at its principal offices in Vancouver, British Columbia.

MATERIAL CONTRACTS

Other than contracts entered into in the ordinary course of business, and except as described below, the Company has not entered into any material contracts within the most recently completed financial year or previous to the most recently completed financial year, that are still in effect.

Extract Credit Agreement

On October 6, 2023, the Company entered into a credit agreement with Extract Advisors, LLC, as agent, on behalf of Extract Capital Master Fund Ltd. with respect to the Credit Facility. The Credit Facility was amended in March 2025. The Credit Facility has a maturity date of September 26, 2028. The Credit Facility, and subsequent amendments, are available on the Company’s SEDAR + profile at www.sedarplus.ca.

INTERESTS OF EXPERTS

Douglas L. Beahm, P.E., P.G., Carl Warren, P.E., P.G., Joshua Stewart, P.E., P.G. and Harold H. Hutson, P.E., P.G., of BRS, Inc., and Terence P. (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc., prepared the 2022 and 2023 PEAs.

All technical and scientific information discussed in this AIF has been reviewed and approved by Douglas L. Beahm, P.E., P.G. the Company’s Chief Operating Officer, who is considered, by virtue of his education, experience and professional association, a QP for the purposes of NI 43-101.

The Company’s auditors, DMCL, report that they are independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

To the knowledge of the Company, none of the aforementioned firms or persons holds any registered or beneficial interest in any securities or other property of the Company.

ADDITIONAL INFORMATION

Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and options to purchase Shares of the Company and securities authorized for issuance under equity compensation plans is contained in the management proxy circular dated May 7, 2025 for the annual general meeting of the Company held on June 13, 2025, which will be is available on SEDAR+ at www.sedarplus.ca. Additional financial information is contained in the Company’s comparative financial statements and MD&A as at and for the years ended December 31, 2024 and December 31, 2023, which are available on SEDAR+ at www.sedarplus.ca. Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each audit committee member must obtain an understanding of the principal responsibilities of audit committee membership as well and the Company’s business, operations and risks.

Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors.

Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Company.

Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the audit committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

A-1

•

recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

•

review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

•

review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

•

review and recommend to the Board the compensation to be paid to the external auditors; and

•

review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.

Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

•

evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

•

ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

•

General

○

review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

○

review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

•

Annual Financial Statements

○

review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

○

meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and

○

review management’s discussion & analysis respecting the annual reporting period prior to its release to the public.

•

Interim Financial Statements

○

review and approve the interim financial statements prior to their release to the public; and

○

review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

A-2

•

Release of Financial Information

○

where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

•

the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

•

the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

•

the pre-approval policies and procedures are detailed as to the particular service;

•

the audit committee is informed of each non-audit service; and

•

the procedures do not include delegation of the audit committee’s responsibilities to management.

Other Responsibilities

The audit committee shall:

•

establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

•

establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

A-3

•

ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

•

review the policies and procedures in effect for considering officers’ expenses and perquisites;

•

perform other oversight functions as requested by the Board; and

•

review and update this Charter and receive approval of changes to this Charter from the Board.

Reporting Responsibilities

The audit committee shall regularly update the Board about audit committee activities and make appropriate recommendations.

Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

•

engage independent counsel and other advisors as it determines necessary to carry out its duties;

•

set and pay the compensation for any advisors employed by the audit committee; and

•

communicate directly with the internal and external auditors.

Guidance – Roles & Responsibilities

The following guidance is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

Internal Control

•

evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

•

focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

•

gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

Financial Reporting

•

General

○

review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;

A-4

○

ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

○

understand industry best practices and the Company’s adoption of them.

•

Annual Financial Statements

○

review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

○

pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

○

focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

○

consider management’s handling of proposed audit adjustments identified by the external auditors; and

○

ensure that the external auditors communicate all required matters to the committee.

•

Interim Financial Statements

○

be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

○

meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

○

to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

◾

actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

◾

changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the company’s operations and financing practices;

◾

generally accepted accounting principles have been consistently applied;

◾

there are any actual or proposed changes in accounting or financial reporting practices;

◾

there are any significant or unusual events or transactions;

◾

the Company’s financial and operating controls are functioning effectively;

◾

the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

A-5

◾

the interim financial statements contain adequate and appropriate disclosures.

•

Compliance with Laws and Regulations

○

periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

○

be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

○

review the findings of any examinations by securities regulatory authorities and stock exchanges.

•

Other Responsibilities

○

Review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

A-6

Exhibit 4.2

LOGO

Anfield Energy Inc.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in Canadian Dollars)

Independent Auditor’s Report

To the Shareholders of Anfield Energy Inc.

Opinion

We have audited the consolidated financial statements of Anfield Energy Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of comprehensive income (loss), changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be a key audit matter to be communicated in our report.

LOGO


KEY AUDIT MATTER		HOW THE MATTER WAS ADDRESSED IN THE AUDIT

Valuation of Asset Retirement Obligations We draw attention to Note 10 of the financial statements. The Company has asset retirement obligations with a carrying value of $23,975,931 as at December 31, 2024. At each reporting date, the Company is required to assess whether there are any changes in the future restoration costs. We considered this a key audit matter due to the significance of the asset retirement obligations’ carrying value and the high degree of judgement and subjectivity required in applying audit procedures and assessing the results of those procedures. This resulted in an increased extent of audit effort, including the involvement of a valuation specialist.		Our approach to address the matter including the following procedures, among others: • Evaluated the inputs and assumptions used in the management’s forecast regarding estimated future restoration costs; • Evaluated management’s assumption on timing of restoration; • With the assistance of a valuation specialist, evaluated the reasonableness of the discount rates and inflation rates used in the forecast; and • Tested the mathematical accuracy of the net present value of future restoration costs.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Heather McGhie.

LOGO

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

April 4, 2025

Anfield Energy Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)


	Notes		December 31, 2024			December 31, 2023
Assets

Current Assets

Cash				$ 1,350,411			$ 2,611,281

Receivables				49,685			43,488

Prepaids and deposits		9		1,035,439			1,583,731

Marketable securities		5		34,563			42,443

				2,470,098			4,280,943

Non-current Assets

Insurance premium		7		372,736			343,287

Reclamation bond		6,7		16,087,691			14,078,254

Property and equipment		6		22,438,706			22,008,669

Deferred acquisition costs				–			112,740

Exploration and evaluation assets		7		38,639,788			34,449,558

				77,538,921			70,992,508

Total Assets				$ 80,009,019			$ 75,273,451


Liabilities

Current liabilities

Accounts payable and accrued liabilities		8		$ 1,651,411			$ 556,271

Due to related parties		9		223,489			101,441

Loans payable		11		5,899,864			–

				7,774,764			657,712

Long-term liabilities

Asset retirement obligations		10		23,975,931			22,315,783

Loans payable		11		3,383,929			2,703,154

Total Liabilities				35,134,624			25,676,649

Equity

Share capital		12		$ 110,528,937			$ 107,194,133

Stock option reserve		12		6,991,160			7,443,544

Warrant reserve		12		7,411,788			7,396,640

Foreign exchange reserve		12		4,487,177			1,113,884

Deficit				(84,544,667	)		(73,551,399	)

Total Equity				44,874,395			49,596,802

Total Equity and Liabilities				$ 80,009,019			$ 75,273,451

Going concern (Note 1)

Subsequent events (Note 19)

Approved and authorized on April 4, 2025, on behalf of the Board of Directors:


*”Corey Dias”*				*“Laara Shaffer”*
Chief Executive Officer				Chief Financial Officer

The accompanying notes are an integral part of these consolidated financial statements.

Page 1

Anfield Energy Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Expressed in Canadian Dollars)

For the year ended

December 31,

Notes

2024

2023

Expenses

Depreciation

$ 3,877

$ 3,819

Exploration and evaluation expenditures

7,9

5,275,278

3,766,705

(Gain) Loss on foreign exchange

(620,196)

51,258

General and administrative

4,957,926

3,719,444

Shareholder communications

195,943

105,948

Share-based compensation

–

2,382,195

Total expenses

9,812,828

10,029,369

Net loss before other items

(9,812,828)

(10,029,369)

Other items

Accretion expense of discount and interest expense on loans payable

9,11

(861,123)

(140,882)

Accretion expense for asset retirement obligations

(920,583)

(837,691)

Change in asset retirement obligation estimates

–

(411,042)

Gain on sale of royalty portfolio

–

1,954,128

Impairment of exploration and evaluation assets

(378,605)

–

Interest income

513,693

637,812

Other income

24,670

–

Reversal of impairment of property and equipment

–

21,986,159

Unrealized loss on marketable securities

(10,943)

(2,243)

Write-off of accounts payable

18,845

Net income (loss)

(11,445,652)

13,175,717

Other comprehensive income (loss)

Other comprehensive income (loss) that may be reclassified to profit or loss:

Exchange differences on translating foreign operations

3,373,293

(52,034)

Total comprehensive income (loss)

$ (8,072,359)

$ 13,123,683

Earnings (Loss) per share – basic and diluted

$ (0.01)

$ 0.02

Weighted average shares outstanding - Basic

1,019,470,008

800,028,104

Weighted average shares outstanding - Diluted

1,019,470,008

801,085,597

The accompanying notes are an integral part of these consolidated financial statements.

Page 2

Anfield Energy Inc.

Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

Notes

Number of

shares

Amount

Stock
option

reserve

Warrant
reserve

Foreign
exchange

reserve

Deficit

Total equity

Balance, December 31, 2022

648,858,283

89,255,223

7,036,812

5,939,526

1,165,918

(88,702,579)

14,694,900

Shares issued for exploration and evaluation assets

7,12

30,000,000

2,126,000

–

2,126,000

Shares issued for acquisition of Neutron Energy, Inc.

3,12

185,000,000

9,250,000

–

9,250,000

Shares issued - private placement, net of share issue costs

120,282,100

5,868,410

–

629,158

–

6,497,568

Units issued for bonuses

9,12

8,500,000

552,500

–

552,500

Units issued to settle amounts due to related party

9,12

800,000

52,000

–

52,000

Shares issued for debt issuance costs

11,12

1,158,301

90,000

–

90,000

Warrants issued in connection with Credit Facility

11,12

–

827,956

–

827,956

Share-based compensation

9,12

–

2,382,195

–

2,382,195

Stock options expired unexercised

–

(1,975,463)

–

1,975,463

–

Comprehensive income for the year

–

(52,034)

13,175,717

13,123,683

Balance, December 31, 2023

994,598,684

107,194,133

7,443,544

7,396,640

1,113,884

(73,551,399)

49,596,802

Shares issued for exploration and evaluation assets

7,12

15,000,000

1,050,000

–

1,050,000

Shares issued upon exercise of warrants

24,630,949

2,261,898

–

(234,961)

–

2,026,937

Warrants issued upon modification of Credit Facility

11,12

–

250,109

–

250,109

Refund of share issuance costs related to private placement in prior fiscal year

–

22,906

–

22,906

Stock options expired unexercised

–

(452,384)

–

452,384

–

Comprehensive loss for the year

–

3,373,293

(11,445,652)

(8,072,359)

Balance, December 31, 2024

1,034,229,633

110,528,937

6,991,160

7,411,788

4,487,177

(84,544,667)

44,874,395

The accompanying notes are an integral part of these consolidated financial statements.

Page 3

Anfield Energy Inc.

Consolidated Statement of Cash Flows

(Expressed in Canadian Dollars)


		For the year ended December 31,
	2024		2023

Cash Flows from Operating Activities

Net loss	$	(11,445,652)	$	13,175,717

Adjustments for non-cash items:

Accretion of asset retirement obligations		920,583		837,691

Accretion of discount and interest expense on loans payable		861,123		140,882

Change in asset retirement obligation estimates		–		411,042

Depreciation		3,877		3,819

Foreign exchange		(1,173,049)		(123,536)

Gain on sale of royalty portfolio		–		(1,954,128)

Impairment of exploration and evaluation assets		378,605		–

Reversal of impairment of property and equipment		–		(21,986,159)

Share-based compensation		–		2,382,195

Units issued for bonuses		–		552,500

Unrealized loss on marketable securities		10,943		2,243

Write-off of accounts payable		(67)		(18,845)

Changes in non-cash working capital:

Receivables		(6,197)		(34,394)

Prepaids and deposits		518,843		(1,138,471)

Accounts payable and accrued liabilities		1,701,743		530,093

Due to related parties		122,048		(44,084)

Net cash flows used in operating activities		(8,107,200)		(7,263,435)

Cash Flows from Investing Activities

Acquisition of exploration and evaluation assets		(136,633)		(5,866,608)

Acquisition of property and equipment		–		(26,868)

Deferred acquisition costs		–		(112,740)

Reclamation deposit		(801,744)		(651,838)

Proceeds from sale of royalty portfolio		–		2,015,243

Net cash flow used in investing activities		(938,377)		(4,642,811)

Cash Flows from Financing Activities

Proceeds from loan payable, net of issuance costs		5,899,864		3,702,410

Proceeds from share issuances, net of issuance costs		–		6,497,568

Proceeds from exercise of warrants		2,026,937		–

Proceeds from related party loan payable		1,485,000		–

Repayment of related party loan payable		(1,650,000)		–

Refund of share issuance costs		22,906		–

Net cash flow provided by financing activities		7,784,707		10,199,978

Decrease in cash		(1,260,870)		(1,706,268)

Cash, beginning		2,611,281		4,317,549

Cash, ending	$	1,350,411	$	2,611,281



Supplemental Cash Flow Information (Note 17)

The accompanying notes are an integral part of these consolidated financial statements.

Page 4

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

1.	CORPORATE INFORMATION AND GOING CONCERN

Anfield Energy Inc. (the “Company”) is a publicly listed company incorporated in British Columbia on July 12, 1989. The Company’s shares are listed on the TSX Venture Exchange (“TSX.V”) under the symbol “AEC”, the OTCQB Marketplace under the symbol “ANLDF”, and the Frankfurt Stock Exchange under the symbol “OAD”. On September 16, 2022, 125,000,000 warrants of the Company commenced trading on TSX.V under the symbol “AEC.WT”. The Company is engaged in mineral development and production. The Company’s head office and its registered and records offices are located at Suite 2005, 4390 Grange Street, Burnaby, British Columbia, V5H 1P6.

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at December 31, 2024 the Company had not advanced its properties to commercial production and is not able to finance day to day activities through operations. The Company incurred a net loss of $11,445,652 during the year ended December 31, 2024, and had an accumulated deficit of $84,544,667 as at December 31, 2024. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration and development activities and its ability to attain profitable operations and generate funds therefrom and or raise equity capital or borrowings sufficient to meet current and future obligations. While these factors indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern, subsequent to December 31, 2024 the Company completed an equity financing for gross proceeds of $15,000,000 and amended an existing credit facility to provide an additional US$6,000,000 of capital (Note 19). Management intends to continue to finance operating costs and expenditures over the next twelve months with private placements of common shares or the issuance of debt. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its consolidated statement of financial position. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PRESENTATION

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

These consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The consolidated financial statements of the Company have been prepared on an accrual basis are based on historical costs except for financial instruments as discussed below. The consolidated financial statements are presented in Canadian dollars, which is the Parent’s functional currency.

The policies set out below were consistently applied to all periods presented unless otherwise noted below. Theses consolidated financial statements have been prepared on a historical cost basis except for financial instruments carried at fair value.

Page 5

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICIES AND BASIS OF PRESENTATION (CONTINUED)

BASIS OF CONSOLIDATION

These consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries incorporated in the United States which include Equinox Exploration Holding Corp. (“EQX US”), Anfield Resources Holding Corp. (‘ARHC”), ARH Wyoming Corp. (“ARHW”), Highbury Resources Inc. (“HRI”), Anfield Precious Metals Inc. (“APMI”) and Neutron Energy, Inc. (“NEI”) (Note 3). All inter-company transactions, balances, income and expenses are eliminated on consolidation.

SIGNIFICANT MANAGEMENT JUDGEMENT AND ESTIMATES IN APPLYING ACCOUNTING POLICIES

Significant estimates and assumptions

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Areas requiring a significant degree of estimation and judgment relate to the determination of the recoverability of the carrying value of property and equipment, and exploration and evaluation assets, fair value measurements for financial instruments and share-based compensation and other equity-based payments, the recognition and valuation of provisions for restoration and environmental liabilities, purchase price allocation and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.

Significant judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s consolidated financial statements include:

•

The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

•

Whether there are indicators of impairment or impairment reversal of the Company’s property and equipment and exploration and evaluation assets; and

•

The determination of future unfulfilled conditions or other contingencies which may result in a liability.

Page 6

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amount of cash and which are subject to insignificant risk of changes in value. Cash and cash equivalents have a term to maturity of three months or less from the date of acquisition.

FINANCIAL INSTRUMENTS

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.


Financial assets/liabilities		Classification
Cash		FVTPL
Marketable securities		FVTPL
Reclamation bonds		Amortized cost
Accounts payable		Amortized cost
Due to related parties		Amortized cost
Loan payable		Amortized cost

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive income (loss) in the period in which they arise.

Page 7

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

FINANCIAL INSTRUMENTS (CONT’D)

(iii) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.

SHARE-BASED PAYMENTS

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black–Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

PROPERTY AND EQUIPMENT

Property and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of a significant replaced part is derecognized. All other repairs and maintenance are charged to the consolidated statement and comprehensive income (loss) during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

The Company’s property and equipment consists of a vehicle and the Shootaring Mill. Depreciation of the vehicle is calculated on a straight-line method to charge the cost, less residual value, over the estimated useful life of 7 years. Certain items of property, plant and equipment including the Shootaring Mill and its related assets are amortized over the estimated life of the mine using the units-of-production (“UOP”) method based on the recoverable ounces from the indicated resources. As at December 31, 2024, the Shootaring Mill is not yet in operation.

Page 8

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

EVALUATION AND EXPLORATION ASSETS

Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred.

Exploration and evaluation expenditures include the direct costs related to the acquisition of exploration and evaluation assets. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.

Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued.

Acquisition costs, which include asset retirement obligations assumed on acquisition, are capitalized. Exploration and evaluation expenditures, other than acquisition costs, incurred prior to the establishment of technical feasibility and commercial viability of extracting mineral resources and a decision to proceed with development are charged to operations as incurred.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

•

the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

•

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

•

exploration and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

•

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

IMPAIRMENT OF NON-FINANCIAL ASSETS

The carrying amount of the Company’s assets (which include property and equipment and exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive income (loss).

Page 9

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

IMPAIRMENT OF NON-FINANCIAL ASSETS (CONT’D)

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

FOREIGN CURRENCY TRANSLATION

The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Canadian dollars which is the parent company’s functional and presentation currency. The functional currency of EQX US, ARHC, ARHW, HRI, APMI and NEI is the US dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, the Effects of Changes in Foreign Exchange Rates.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive income (loss) in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Foreign operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and

income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company’s foreign currency translation reserve in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.

Page 10

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

RESTORATION AND ENVIRONMENTAL OBLIGATIONS

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other mining assets.

The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements. These changes are recorded directly to mining assets with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit or loss for the period. The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to profit or loss in the period incurred.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred.

INCOME (LOSS) PER SHARE

Basic income (loss) per share is computed by dividing the net loss by the weighted average number of outstanding shares issued during the reporting period. Diluted income (loss) per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted income (loss) per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In a loss reporting period, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be antidilutive.

ACCOUNTING STANDARDS

Accounting standards effective January 1, 2024

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which amended IAS 1 to clarify the requirements for presenting liabilities in the statement of financial position. The amendments specify that the Company must have the right to defer settlement of a liability for at least 12 months after the reporting period for the liability to be classified as non-current.

Page 11

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

ACCOUNTING STANDARDS (CONT’D)

In addition, the amendments clarify that: (a) the Company’s right to defer settlement must exist at the end of the reporting period; (b) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (c) if the Company’s right to defer settlement is subject to the Company complying with specified conditions, the right exists at the end of the reporting period only if the Company complies with those conditions at the end of the reporting period, even if the lender does not test compliance until a later date; and (d) the term settlement includes the transfer of the Company’s own equity instruments to the counterparty that results in the extinguishment of the liability, except when the settlement of the liability with the Company transferring its own equity instruments is at the option of the counterparty and such option has been classified as an equity instrument, separate from the host liability.

In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 to clarify that if the Company’s right to defer settlement of a liability for at least 12 months is subject to the Company complying with covenants after the reporting period, those covenants would not affect whether the Company’s right to defer settlement exists at the end of the reporting period for the purposes of classifying a liability as current or non-current. The amendments also increased the disclosure requirement relating to such covenants to include: (i) the nature of the covenants and the date by which the Company must comply with the covenants; (ii) whether the Company would comply with the covenants based on its circumstances at the reporting date; and (iii) whether and how the Company expects to comply with the covenants by the date on which they are contractually required to be tested. The above amendments are effective for the Company’s annual reporting period beginning on January 1, 2024. As disclosed in Note 11, the Company’s Credit Facility is subject to certain covenants.

At December 31, 2024, the Company was in compliance with all covenants. The impacts of initial application of the amendments on the Company’s consolidated financial statements for the year ending December 31, 2024 and for future periods will depend on the Company’s right to defer settlement of its liabilities at the end of such reporting period and can include increased disclosure in respect of its compliance with related covenants.

Accounting standards not yet effective

In April 2024, the IASB issues IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), which will replace IAS 1 and includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in the financial statements. IFRS 18 will introduce new totals, subtotals, and categories for income and expenses I the statement of income, as well as requiring disclosure about management-defined performance measures and additional requirements regarding the aggregation and disaggregation of certain information. It will be effective on January 1, 2027, with earlier adoption permitted, and it must be adopted on a retrospective basis. The Company is currently evaluating the impact on its financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

Page 12

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

3.	ACQUISITION OF NEUTRON ENERGY

On July 20, 2023, the Company completed the acquisition of Neutron Energy, Inc. (“NEI”), a wholly-owned subsidiary of enCore Energy Corp. (“enCore”), which holds the Marquez-Juan Tafoya uranium project located in the Grants Uranium Merial District, Albuquerque, New Mexico. As consideration for the acquisition of NEI, the Company issued 185,000,000 common shares with a fair value of $9,250,000 to enCore and paid $5,000,000 in cash. The acquisition has been accounted for as an asset acquisition and the consideration transferred is allocated as follows:


Asset Acquired:

Exploration and evaluation assets	$	14,288,544

The Company incurred acquisition-related transaction costs of $38,544 in relation to this transaction which were allocated to the asset acquired.

4.	ARRANGEMENT AGREEMENT WITH ISOENERGY LTD.

On October 1, 2024, the Company entered into an Arrangement Agreement with IsoEnergy Ltd. (“IsoEnergy”) pursuant to which IsoEnergy was expected to acquire all of the issued and outstanding common shares of the Company by way of a court-approved plan of arrangement (the “Transaction”). Subsequent to the year ended December 31, 2024, the Company terminated the proposed plan of arrangement with IsoEnergy (Note 19).

5.	MARKETABLE SECURITIES

Marketable securities consist of 4,000,000 shares of GTI Resources Limited (“GTRIF”), an Australian company listed on the Australian Securities Exchange and OTC Markets in the United States.



	December 31, 2023 fair value		Unrealized loss			Foreign exchange translation			December 31, 2024 fair value
GTI Resources Limited	$	42,443	$	(10,943	)	$	3,063		$	34,563
	$	42,443	$	(10,943	)	$	3,063		$	34,563



	December 31, 2022 fair value		Unrealized loss			Foreign exchange translation			December 31, 2023 fair value
GTI Resources Limited	$	45,508	$	(2,243	)	$	(822	)	$	42,443
	$	45,508	$	(2,243	)	$	(822	)	$	42,443

Page 13

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

6.	PROPERTY AND EQUIPMENT

Vehicle

Shootaring
Mill

Total

COST

Balance, December 31, 2022

–

Additions

26,868

–

26,868

Reversal of impairment

–

21,986,159

21,986,159

Foreign exchange translation

(606)

–

(606)

Balance, December 31, 2023

26,262

21,986,159

22,012,421

Change in ARO estimates

(1,453,888)

Foreign exchange translation

2,253

1,886,067

1,888,320

Balance, December 31, 2024

28,515

22,418,338

22,446,853

DEPRECIATION

Balance, December 31, 2022

–

Depreciation

3,819

–

3,819

Foreign exchange translation

(67)

–

(67)

Balance, December 31, 2023

3,752

–

3,752

Depreciation

3,877

–

3,877

Foreign exchange translation

518

–

518

Balance, December 31, 2024

8,147

–

8,147

CARRYING AMOUNTS

Balance, December 31, 2023

22,510

21,986,159

22,008,669

Balance, December 31, 2024

20,368

22,418,338

22,438,706

There were favorable changes in the market conditions for uranium production, as well as other factors, which indicated the impairment loss recognized in prior periods in relation to the Shootaring mill no longer exists. On December 31, 2023, the Company determined that the fair value less cost of disposal of the asset was higher than the carrying value of the mill if no impairment loss had been recognized in prior periods. As a result, the Company reversed the total impairment of $21,986,159 (US$16,576,438) along with the changes to the ARO estimates for the period between the impairment and December 31, 2023.

Reclamation Bonds

The Company is required to obtain replacement bonds to meet reclamation requirements in connection with the Shootaring Mill.

During the year ended December 31, 2024, the Company recorded a bond premium of US$470,857 (2023

- US$370,702) as insurance, which would create an obligation for the surety company to cover the difference between the bond requirement and the cash collateral. The bond premium is amortized over one year. During the year ended December 31, 2024, the Company recorded $567,670 (2023 –$493,443) as insurance expense and at December 31, 2024, $372,736 (2023 – $343,287) was recorded in prepaid insurance premium for the reclamation bond requirements.

As at December 31, 2024, the Company recorded the cash collateral of US$11,129,593 ($16,028,060) (2023 – US$10,583,683 ($14,037,668)) as a reclamation bond.

Page 14

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	EXPLORATION AND EVALUATION ASSETS

As at December 31, 2024, the Company held interests in uranium exploration properties in Utah, Arizona and New Mexico (“Uranium Properties”); uranium/vanadium properties in Colorado (Highbury and Slick Rock Project) and in Arizona (Artillery Project); and a gold project in Arizona also known as Newsboy Project.

A continuity of exploration and evaluation assets is as follows:

Colorado Properties

Arizona Properties

Uranium

Properties

Highbury

Slick Rock

Newsboy

Gold

Artillery

Peak

Total

Balance, December 31, 2022

898,860

$5,088,501

$6,486,563

$2,456,574

$2,208,490

$17,138,988

Acquisitions cost

14,926,643

–

2,317,846

17,244,489

Change in ARO estimates

–

445,721

–

445,721

Disposition

(61,610)

–

(61,610)

Foreign exchange

64,706

(105,383)

(134,339)

(50,876)

(92,138)

(318,030)

Balance, December 31, 2023

15,828,599

5,428,839

6,352,224

2,405,698

4,434,198

34,449,558

Acquisitions cost

1,163,334

136,633

–

1,299,967

Change in ARO estimates

–

232,329

–

232,329

Foreign exchange

1,451,013

473,089

544,921

206,371

361,145

3,036,539

Impairment

–

(378,605)

Balance, December 31, 2024

18,442,946

$6,270,890

$6,897,145

$2,612,069

$4,416,738

$38,639,788

The following exploration and evaluation expenditures included in comprehensive loss for years ended December 31, 2024 and 2023 are as follows:

Uranium
Properties

Highbury

Newsboy

Artillery

Peak

Clay
Borrow

Total

Consulting

357,528

$ 815,011

$ –

$1,172,539

Sundry field

102,537

7,391

–

109,928

Sampling, assaying

173,935

2,962

–

176,897

License, filing and insurance

1,548,060

126,270

32,727

55,710

13,402

1,776,169

Royalty

462,489

560,000

–

1,022,489

Property tax

8,006

41,149

–

51,184

100,339

Drilling

–

691,309

–

691,309

Termination of acquisition agreement

225,608

–

225,608

Total for the year ended
December 31, 2024

2,878,163

$2,244,092

$ 32,727

$55,710

$64,586

$5,275,278

Page 15

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)




	Uranium Properties		Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total

Consulting	$	1,413,552		$429,124		$11,260		$ 18,223		$ 7,966		$1,880,125
Sundry field		59,744		(2,656)		–		–		–		57,088
Sampling, assaying		190,805		5,617		–		–		–		196,422
License, filing and insurance		1,003,534		57,426		51,966		106,228		6,519		1,225,673
Lease and royalty		120,153		191,182		–		–		–		311,335
Property tax		58,552		37,510		–		–		–		96,062

Total for the year ended December 31, 2023	$	2,846,340		$718,203		$63,226		$124,451		$14,485		$3,766,705

URANIUM PROPERTIES

Shootaring Mill Project

On August 27, 2015, as amended November 23, 2017, the Company closed an Asset Purchase Agreement and amendments, with Uranium One Americas Inc. (“Uranium One”) to acquire the Shootaring Canyon uranium mill (the “Shootaring Mill”) located in Utah, and a portfolio of conventional uranium assets including: Shootaring Mill, Velvet-Wood Project, Frank M Project, Wate and Findlay Tank Breccia Pipes, royalty portfolio and surface stockpiles.

Calf Mesa Uranium Project

In January 2023, the Company acquired 100% interest in 65 unpatented mining claims of the Marysvale uranium project located in Beaver County, Utah, USA and 100% interest in 26 unpatented mining claims of the Calf Mesa project located in Emery County, Utah, USA. The Company paid cash of US$60,000 ($80,618) and issued 9,000,000 common shares with a fair value of $555,600 (Note 12).

Marquez-Juan Tafoya Uranium Project

In July 2023, the Company acquired the Marquez-Juan Tafoya Uranium Marquez-Juan Tafoya uranium project located in the Grants Uranium Merial District, Albuquerque, New Mexico, USA (Note 3).

Other Utah Properties

On October 18, 2023, the Company entered into a definitive agreement with Nolan Holdings, Inc. to acquire 100% interest in 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah. As consideration for the claims and associated data, the Company paid US$85,000 in cash, issued 15,000,000 common shares (Note 12) and reimbursed all costs and expenses incurred in connection with the transaction including staking, filing and recording fees related to the claims. During the year ended December 31, 2023, the Company paid the cash consideration of $112,740 (US$85,000) which was recognized as deferred acquisition costs at December 31, 2023. The Company also reimbursed expenses of $119,537 (US$90,125) which was recognized as exploration and evaluation expenditures during the year ended December 31, 2023.

Page 16

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

URANIUM PROPERTIES (CONT’D)

On June 11, 2024, the Company entered into a Uranium Mining Lease Agreement with Wayne Minerals Inc. to obtain mining rights on 127 unpatented mining claims in California and Utah for 5 years. The Company agreed to pay an annual lease payment of US$100,000. A production royalty of 3% will be paid on the total value of all minerals recovered and sold from the leased land. An advance royalty of US$50,000 is due annually beginning on May 30, 2029 and will be credited against production royalty until it has been fully recouped. The Company was also granted the sole and exclusive right and option to earn a 100% undivided interest in the leased land free and clear of all charges, royalties and encumbrances upon terms to be agreed between the lessor and the Company, at any time prior to the expiration of the 5-year term.

Royalty Portfolio Sale

In February 2023, the Company disposed of its uranium royalty portfolio for cash of $2,015,243 (US$1,500,000) reducing the carrying value of the exploration and evaluation asset to $61,115 (US$45,489), resulting in a gain of $1,954,128 (US$1,454,511) upon sale.

COLORADO PROPERTIES

HIGHBURY PROJECT

The Highbury Project consists of nine past-producing uranium/vanadium properties in Colorado, collectively known as the West Slope Project. It also includes the Papoose Quarry property, which is not core to the Company’s current operations.

SLICK ROCK PROJECT

On June 6, 2022, the Company completed an asset swap to exchange certain uranium properties and the Charlie Leasehold in Wyoming for Slick Rock Project in Colorado. The Company recorded it at $6,017,216 (US$4,789,252), which was the carrying value of the certain uranium properties and Charlie Leasehold which were exchanged.

During the year ended December 31, 2024, the Company paid US$25,406 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. The reclamation bond balance was $36,588 (US$25,406) as at December 31, 2024 (2023 – $nil).

Page 17

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

GOLDEN EAGLE PROJECT

On January 2, 2024, HRI entered into a definitive agreement with Gold Eagle Mining Inc. (“GEM”) and Golden Eagle Uranium LLC (“GEU”) (collectively, “the Sellers”) to acquire a 100% interest in twelve Department of Energy (“DOE”) leases (“DOE Leases”) and associated data in various Counties in Colorado. On September 28, 2024, the agreement was amended and pursuant to the amendment the Company agreed to pay the following consideration for the DOE Leases and associated dates:

• At closing, US$500,000 in cash with US$100,000 to be paid on or before October 16, 2024 (paid) and US$400,000 to be paid by December 31, 2024 (unpaid);

• Issuance of US$1,250,000 worth of common shares by December 31, 2024 (not issued);

• US$750,000 in cash at the one-year anniversary of closing;

• US$1,000,000 in cash at the two-year anniversary of closing;

• US$1,000,000 in cash at the three-year anniversary of closing; and

• US$1,500,000 in cash at the four-year anniversary of closing.

On December 31, 2024, the agreement was amended to remove the due date for the US$400,000 cash payment and the issuance of US$1,250,000 worth of common shares which were originally due on December 31, 2024. On February 20, 2025, the agreement was further amended (Note 19).

ARIZONA PROPERTIES

NEWSBOY GOLD PROJECT

On November 30, 2020, the Company entered into a Leases and Claims Transfer Agreement to acquire the Newsboy Gold Project (“Newsboy Project”) located in Arizona, USA. The Company issued 5,000,000 common shares (issued), made cash payments of US$625,000, was to incur exploration expenditures of US$3,000,000 and bring the Newsboy Project into production within 48 months of closing. The closing date of the transaction was June 10, 2021. The Newsboy Project is subject to a 2% net smelter returns royalty on commercial production. The Company incurred $50,000 of cash transaction cost.

In March 2022, the Company entered into a settlement agreement and an amendment agreement for the Newsboy project. Upon a cash payment of US$750,000 to transferor, 1% of the NSR royalty was bought back by the Company, and the Company’s work commitments, resource milestones, and production milestone requirements were waived.

The Company has a US$12,000 reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. The reclamation bond balance was $17,282 as at December 31, 2024 (2023 – $15,916).

ARTILLERY PEAK PROJECT

The Artillery Peak Project consists of 50 unpatented mining claims in the uranium-rich Artillery Peak project area, located in Mohave County, Arizona, USA.

During the year ended December 31, 2023, the Company bought back the 3% NSR in consideration for $613,541 (US$450,000).

Page 18

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

LiVada Claims

In January 2023, the Company acquired a 100% interest in 119 unpatented mining claims and historical data in the Artillery Peak area, located in Mohave County, Arizona, USA, from LiVada Corporation. During the year ended December 31, 2023, the Company paid $67,148 (US$50,000) cash and issued 6,000,000 common shares with a fair value of $370,400 (Note 12).

Dripping Springs Quartzite Project

In February 2023, the Company acquired 100% in 115 unpatented mining claims of the Dripping Springs Quartzite uranium project located in Gila County, Arizona, USA. During the year ended December 31, 2023, the Company paid $66,758 (US$50,000) cash and issued 15,000,000 common shares with a fair value of $1,200,000 (Note 12). During the year ended December 31, 2024, the Company recognized an impairment of $378,605 (US$276,256) as 34 of the 115 mining claims were forfeited during the year.

OTHER PROPERTIES

CLAY BORROW PROJECT, UTAH

On March 1, 2023, the Company entered into a clay mineral lease agreement with the School and Institutional Trust Lands Administration to lease 620.88 acres of land located in Garfield County, Utah, for a term of 10 years. Pursuant to the agreement, the Company agreed to pay an annual rent of a minimum US$500 or at the rate of US$2 for each acre and fractional acre situated within the boundaries of the property.

Commencing on the 10th anniversary of the agreement and until the lease terminates, the Company agreed to pay in advance an annual minimum royalty equal to six times the annual rent. In addition, the Company agreed to pay a production royalty equal to the greater of: (i) 10% of the gross value of the clay minerals sold under an arm’s length transaction, or (ii) US$1 per short ton of the clay minerals.

During the year ended December 31, 2023, the Company paid US$18,600 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. During the year ended December 31, 2024, the Company received a refund of US$14,600. The reclamation bond balance was $5,761 (US$4,000) as at December 31, 2024 (2023 – $24,670 (US$18,600)).

8.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES




	December 31, 2024		December 31, 2023

Trade payables	$	760,631	$	306,805
Accrued liabilities		890,780		249,466

	$	1,651,411	$	556,271

Page 19

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

9.	RELATED PARTY TRANSACTIONS AND BALANCES

Related Party Balances

As at December 31, 2024, an amount of $223,489 (2023 - $101,441) was owed to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

As at December 31, 2024, an amount of $4,515 (2023 - $nil) was recorded in prepaid expenses for advances to a company controlled by the Chief Financial Officer of the Company for future consulting fees.

As at December 31, 2024, an amount of $14 (2023 - $12,700) was recorded in prepaid expenses for advances to a director of the Company for future property expenditures.

On August 2, 2024, the Company entered into a loan agreement with a director of the Company for $1,650,000. The Company received proceeds of $1,485,000, net of original issue discount of $165,000. The loan is unsecured, non-interest bearing and due on August 2, 2025. The carrying value of the loan was accreted using the effective interest rate method over the term of the loan. The effective interest rate was estimated at 10.66%. On October 1, 2024, the loan was repaid through proceeds from the IsoEnergy Ltd. loan (Note 11).




	Loan Payable
Balance, December 31, 2022 and 2023	$	–
Addition		1,650,000
Original issue discount		(165,000)
Accretion of discount on loan payable		165,000
Repayment		(1,650,000)

Balance, December 31, 2024	$	–

Related Party Transactions

The Company incurred the following transactions with companies that are controlled or managed by officers and directors of the Company:




	For the years ended December 31, 2024		2023
Consulting fees and management bonus (i)	$	51,600	$	133,600
Consulting and professional fees (ii)		1,156,303		–
Share issuance cost		–		2,300

	$	1,207,903	$	135,900

Page 20

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

9.	RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

Related Party Transactions (continued)

The Company has identified its directors and certain senior officers as its key management. Key management compensation during the years ended December 31, 2024 and 2023, are as follows:





	For the years ended December 31, 2024		2023
Consulting fees and management bonus (i)	$	1,259,615	$	1,452,412
Legal fees (i)		246,688		229,549
Auto and rent expense (ii)		57,561		35,339
Share based compensation		–		2,089,445
	$	1,563,864	$	3,806,745

(i)

These expenses are included in general and administrative expenses in the consolidated statements of comprehensive loss.

(ii)

These expenses are included in exploration and evaluation expenditures in the consolidated statements of comprehensive loss.

During the year ended December 31, 2023, the Company issued a total of 6,500,000 common shares with a fair value of $422,500 as bonuses to directors and an officer of the Company and a company controlled by an officer of the Company.

During the year ended December 31, 2023, the Company issued 800,000 common shares with a fair value of $52,000 to settle debt of $52,000 with a director of the Company.

10.

ASSET RETIREMENT OBLIGATIONS

Laws and regulations concerning environmental protection affect the Company’s exploration and operations. Under current regulations, the Company is required to meet performance standards to minimize environmental impact from its activities and to perform site restoration and other closure activities. The Company’s provision for future site closure and reclamation costs is based on known requirements.

Page 21

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

10.

ASSET RETIREMENT OBLIGATIONS (CONTINUED)

A continuity of the Company’s provision for site reclamation and closure is as follows:




	Shootaring Mill		West Slope		Papoose		Totals
Balance December 31, 2022	$	16,956,868	$	3,839,628	$	276,103	$	21,072,599
Accretion Change in interest rate and		673,510		153,501		10,680		837,691
estimates		411,042		427,925		17,796		856,763
Foreign exchange		(363,121)		(82,241)		(5,908)		(451,270)
Balance December 31, 2023	$	17,678,299	$	4,338,813	$	298,671	$	22,315,783
Accretion		728,372		180,204		12,007		920,583
Change in interest rate and estimates		(1,453,888)		248,553		(16,224)		(1,221,559)
Foreign exchange		1,553,534		381,359		26,231		1,961,124

Balance December 31, 2024	$	18,506,317	$	5,148,929	$	320,685	$	23,975,931

SHOOTARING MILL

During the year ended December 31, 2024, the Company reassessed the asset retirement costs for the Shootaring Mill and recorded a change in estimate for $1,453,888 (US$1,009,553) (2023 - $411,042 (US$309,904)). The change in estimate for the year ended December 31, 2024 was recorded as a decrease (2023 – increase) to property and equipment and as a decrease (2023 – increase) to asset retirement obligation.

The Company’s estimate of the environmental rehabilitation provision arising from the Shootaring Mill (Notes 6 and 7) at December 31, 2024, was $18,506,317 (US$12,850,451) (2023 – $17,678,299 (US$13,328,534)). This estimate was based upon an undiscounted risk-adjusted future cost of $23,991,550 (US$16,659,642) (2023 - $21,571,288 (US$16,263,647)), an annual inflation rate of 2.40% (2023 – 2.40%) and discount rate of 4.64% (2023 – 3.98%). The closure and reclamation expenditure is expected to be incurred in 2036.

WEST SLOPE PROJECT

During the year ended December 31, 2024, the Company reassessed the asset retirement obligation costs for the West Slope Project and recorded a change in estimate for $248,553 (US$172,591) (2023 - $427,925 (US$322,634)). The change in estimate for the year ended December 31, 2024 was recorded as an increase (2023 - an increase) to exploration and evaluation assets and increase (2023 – increase) to asset retirement obligation.

The Company’s estimate of the environmental rehabilitation provision arising from the West Slope Project (Note 7) at December 31, 2024, was $5,148,929 (US$3,575,323) (2023 – $4,338,813 (US$3,271,243)). This estimate was based upon an undiscounted risk-adjusted future cost of $5,686,932 (US$3,948,902) (2023 - $5,399,003 (US$4,070,572)), an annual inflation rate of 2.40% (2023 – 2.40%) and a discount rate of 4.39% (2023 – 4.01%). The closure and reclamation expenditure is expected to be incurred in 2030.

Page 22

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

10.

ASSET RETIREMENT OBLIGATIONS (CONTINUED)

PAPOOSE PROPERTY

During the year ended December 31, 2024, the Company reassessed the asset retirement obligation costs for the Papoose Property and recorded a change in estimate for $16,224 (US$11,266) (2023 - $17,796 (US$13,417)). The change in estimate was recorded as a decrease (2023 - an increase) to exploration and evaluation assets and decrease (2023 – increase) to asset retirement obligation.

The Company’s estimate of the environmental rehabilitation provision arising from the Papoose property (Note 7) at December 31, 2024, was $320,685 (US$222,679) (2023 – $298,671 (US$225,183)). This estimate was based upon an undiscounted risk-adjusted future cost of $337,716 (US$262,279) (2023 - $339,951 (US$256,306)), an annual inflation rate of 2.40% (2023 – 2.40%) and risk adjusted discount rate of 4.51% (2023 – 3.88%). The closure and reclamation expenditure is expected to be incurred in 2032.

11.

LOANS PAYABLE

CREDIT FACILITY

On September 26, 2023, the Company entered into a loan agreement (the “Loan Agreement”) for a non- revolving term credit facility (the “Credit Facility”) with Extract Advisors LLC as agent (the “Agent”) for Extract Capital Master Fund Ltd. (the “Lender”). The Credit Facility of $4,300,000 matures on September 26, 2028, bears a coupon of the Secured Overnight Financing Rate (“SOFR”) plus 5.0% per annum, payable semi-annually in U.S. dollars. The SOFR is equal to the secured overnight financing rate published by the Federal Reserve Bank of New York on the website of the Federal Reserve Bank of New York. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%. On October 6, 2023, the terms of the Loan Agreement were amended to add the fixed repayment amount of US$3,203,961. Interest shall be calculated based on the repayment amount of US$3,203,961 and on the basis of a year of 360 days. The Credit Facility has an original issue discount of $300,000.

In connection with the Loan Agreement, the Company issued 42,105,263 warrants to the Lender, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.095 per warrant for a period ending on the maturity date. For so long as the Credit Facility remains outstanding, all proceeds from the exercise of the warrants by the Lender shall be used to repay the principal amount of the Credit Facility. As additional consideration for arranging the Loan, the Company paid an arrangement fee of $100,000 to the Lender and reimbursed expenses of $32,678 to the Agent. The Company also incurred other financing costs of $254,162 which included a success fee of $180,500 paid to Haywood Securities Inc. ($90,500 in cash and issuance of 1,158,301 common shares of the Company with a fair value of $90,000), legal expenses of $66,312 and filing fees of $7,350.

On October 6, 2023, the Company received proceeds of US$2,839,875, net of the original issue discount of US$218,452 ($300,000), arrangement fee of US$72,817 ($100,000) and an initial foreign exchange loss of US$72,817.

The Credit Facility contains a voluntary prepayment option, allowing the Company to prepay the Credit Facility at any time after the twelve-month anniversary of the closing date by paying a prepayment fee equal to 3% of the outstanding amount of the Credit Facility.

Page 23

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

11.

LOAN PAYABLE (CONTINUED)

CREDIT FACILITY (CONTINUED)

The Credit Facility contains a mandatory prepayment clause where the Company must pay certain amount of proceeds from sale of secured assets, debt financings, or royalty sale transactions, to the Agent.

The Credit Facility is secured by a corporate guarantee and share pledge from each of the subsidiaries of the Company and contains certain other customary provisions, including certain covenants and default conditions in favour of the Lender.

The Credit Facility is a compound financial instrument which consists of two components: the loan (a financial liability) and the warrants (an equity instrument). The Company assessed each of the components separately and allocated the proceeds from the Credit Facility and financing costs as follows:



	Credit Facility (USD)		Financing costs (USD)		Credit Facility (net of financing costs) (USD)
Financial liability	$	2,188,982	$	161,418	$	2,027,564
Warrants		650,893		47,998		602,895
Total	$	2,839,875	$	209,416	$	2,630,459

The initial carrying amount of the financial liability was determined by discounting the estimated future interest and principal payments at a discount rate of 20.5%.

The carrying amounts of the equity component (the warrants) was established using the residual fair value approach, which takes the difference between the principal amount received from the Credit Facility (US$2,839,875) less the fair value of the loan. The value of the warrants of $827,956 (US$602,895), net of financing cost of $65,915 (US$47,998) is recorded within warrant reserves on the statement of financial position.

The carrying value of the loan will be accreted using the effective interest rate method over the term of the Credit Facility. The effective interest rate is estimated at 23.74%.



	Loan Payable
	Loan Payable
Balance, December 31, 2022	$	–
Proceeds, net of original issue discount and arrangement fee		3,900,000
Debt issuance costs allocated to liability component		(221,672)
Residual value allocated to equity component		(827,956)
Accretion of discount on loan payable		14,262
Interest expense		126,620
Foreign exchange impact		(288,100)
Balance, December 31, 2023		2,703,154
Accretion of discount on loan payable		109,080
Interest expense		587,043
Debt modification cost		(250,109)
Foreign exchange impact		234,761
Balance, December 31, 2024	$	3,383,929

Page 24

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

11.

LOAN PAYABLE (CONTINUED)

CREDIT FACILITY (CONTINUED)

On April 15, 2024, the Company entered into a waiver and second amending agreement to the Loan Agreement with Extract Advisors LLC and Extract Capital Master Fund Ltd., whereby: (a) the lender agreed to waive application of a covenant in order to permit the acquisition of the DOE Leases by the Company on January 2, 2024; (b) the Credit Facility was amended by reducing the minimum working capital requirement to $250,000; and (c) the Credit Facility was amended by requiring written consent of the agent prior to taking any corporate action to effect a share consolidation or stock split, unless the market price exceeds $0.12 per share for 20 consecutive trading days. In consideration for entering into the waiver and second amending agreement, on June 26, 2024, the Company issued the lender 4,000,000 share purchase warrants with a fair value of $250,109. The share purchase warrants are exercisable at a price of $0.095 per warrant until September 26, 2028. The fair value of $250,109 which was incurred as part of the modification was added to the liability and will be amortized over the term of the modified liability.

During the year ended December 31, 2024, the Company recognized accretion expense of $696,123 (2023 - $14,262) which includes interest expense of $587,043 (2023 – $126,620). As at December 31, 2024, a total of $3,338,929 (US$2,351,747) (2023 – $2,703,154 (US$2,038,040)) of principal is outstanding, net of an unamortized discount of $1,836,728 (US$1,273,382) (2023 – $1,546,420 (US$1,165,921)). As at December 31, 2024, $152,427 (US$105,843) (2023 – $123,356 (US$93,004)) is outstanding for interest which is included in accounts payable and accrued liabilities.

PROMISSORY NOTE

$1,650,000 on behalf of the Company. As at December 31, 2024, $5,899,864 of principal is outstanding and $220,639 of interest is outstanding and included in accounts payable and accrued liabilities. On January 20, 2025, the Company repaid the outstanding principal of $5,899,864 and accrued interest.

12.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

Unlimited number of common shares without par value.

ISSUED SHARE CAPITAL

As at December 31, 2024, the Company had 1,034,229,633 (2023 – 994,598,684) issued and fully paid common shares.

Page 25

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

SHARE CAPITAL (CONTINUED)

SHARES FOR EXPLORATION AND EVALUATION ASSETS

During the year ended December 31, 2024

On January 5, 2024, the Company issued 15,000,000 common shares with a fair value of $1,050,000 pursuant to the acquisition of 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah (Note 7).

During the year ended December 31, 2023

On January 20, 2023, the Company issued 9,000,000 common shares with a fair value of $555,600 pursuant to the Calf Mesa Uranium Project acquisition (Note 7).

On January 27, 2023, the Company issued 6,000,000 common shares with a fair value of $370,400 pursuant to the acquisition of claims in the Artillery Peak Project area (Note 7).

On February 23, 2023, the Company issued 15,000,000 common shares with a fair value of $1,200,000 pursuant to the Dripping Springs Quartzite Project acquisition (Note 7).

On July 20, 2023, the Company issued 185,000,000 common shares with a fair value of $9,250,000 pursuant to the acquisition of Neutron Energy Inc. (Note 3).

PRIVATE PLACEMENTS

During the year ended December 31, 2024

The Company did not complete any private placement during the year ended December 31, 2024.

During the year ended December 31, 2023

On July 10, 2023, the Company issued 81,820,000 units at $0.055 per unit for gross proceeds of $4,500,100. Each unit is comprised of one common share of the Company and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one additional share at an exercise price of $0.085 per share until July 10, 2025. $409,100 of the proceeds was allocated to warrants using the residual method. In connection with the private placement, the Company incurred $364,064 of share issuance costs. The Company also issued 4,636,800 compensation options with a fair value of $134,090, exercisable until July 10, 2025, at an exercise price of $0.055 per share. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: Risk free rate of 4.74%; Expected life of 2 years; Expected volatility of 114% and dividend yield of $Nil.

On December 21, 2023, the Company issued 38,462,100 units at $0.065 per unit for gross proceeds of $2,500,037. Each unit is comprised of one common share of the Company and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share at an exercise price of $0.10 per share until December 21, 2025. In connection with the private placement, the Company incurred $138,505 of share issuance costs. The Company also issued 1,966,170 broker warrants with a fair value of $85,968, exercisable until December 21, 2025, at an exercise price of $0.10 per share. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: Risk free rate of 3.94%; Expected life of 2 years; Expected volatility of 113% and dividend yield of $Nil.

SHARES ISSUED FOR THE EXERCISE OF WARRANTS

During the year ended December 31, 2024

During the year ended December 31, 2024, the Company issued 4,527,005 common shares upon exercise of 4,527,005 warrants with an exercise price of $0.055 per share for gross proceeds of $248,985.

Page 26

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

SHARE CAPITAL (CONTINUED)

SHARES ISSUED FOR THE EXERCISE OF WARRANTS (CONTINUED)

During the year ended December 31, 2024, the Company issued 15,496,150 common shares upon the exercise of 15,496,150 warrants with an exercise price of $0.085 per share for gross proceeds of $1,317,173.

During the year ended December 31, 2024, the Company issued 4,607,794 common shares upon the exercise of 4,607,794 warrants with an exercise price of $0.10 per share for gross proceeds of $460,779.

Upon exercise, the original fair value of the warrants totalling $234,961 was transferred from warrant reserve to share capital.

During the year ended December 31, 2023

None exercised during the year ended December 31, 2023.

SHARES FOR BONUS

During the year ended December 31, 2024

None issued during the year ended December 31, 2024.

During the year ended December 31, 2023

On December 21, 2023, the Company issued 8,500,000 private placement units with a fair value of $552,500 to settle management bonus issued during the year. Each unit consisted of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase an additional common share at a price of $0.10 until December 21, 2025. $Nil proceeds was allocated to warrants using the residual method.

SHARES FOR DEBT AND DEBT ISSUANCE COSTS

During the year ended December 31, 2024

None issued during the year ended December 31, 2024.

During the year ended December 31, 2023

On October 6, 2023, the Company issued 1,158,301 common shares with a fair value of $90,000 as a success fee pursuant to the Company’s Loan Agreement (Note 11).

On December 20, 2023, the Company issued 800,000 private placement units with a fair value of $52,000 to settle $52,000 of legal fees owing to a director of the Company. Each unit consisted of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase an additional common share at a price of $0.10 until December 21, 2025. $Nil proceeds were allocated to warrants using the residual method.

Page 27

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

SHARE CAPITAL (CONTINUED)


WARRANTS Warrant activity is summarized as follows:

	Number of warrants			Weighted average exercise price
Balance at December 31, 2022		398,086,508		$	0.17
Warrants granted		137,380,333			0.09
Warrants expired		(74,942,767	)		0.20
Balance at December 31, 2023		460,524,074		$	0.14
Warrants granted		4,000,000			0.095
Warrants exercised		(24,630,949	)		0.08
Warrants expired		(101,870,923	)		0.13
Balance at December 31, 2024		338,022,202		$	0.15

During the year ended December 31, 2024, the weighted average share price on the date of warrants exercised was $0.11 (2023 - $nil).

Outstanding warrants are summarized as follows:



Number of warrants outstanding	Exercise price	Expiry
109,795	$0.055		July 10, 2025
25,413,850	$0.085		July 10, 2025
45,120,476	$0.10		December 21, 2025
221,272,918	$0.18		May 12, 2027
46,105,263	$0.095		September 26, 2028
338,022,202

At December 31, 2024, the weighted average life of warrants was 2.16 (2023 – 2.46) years.

OPTIONS

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX.V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to a maximum of five years from the date of grant.

In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all investor relation activities and consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities’ position. With the exception of options granted for investor relations, all options granted typically vest on the grant date.

Page 28

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

SHARE CAPITAL (CONTINUED)

OPTIONS

(CONTINUED)

The following table summarizes the continuity of the Company’s stock options:




	Number of options			Weighted average exercise price
Balance December 31, 2022		62,385,828		$	0.11
Granted		36,617,828			0.10
Expired		(3,717,000	)		0.10
Forfeited		(718,828	)		0.12
Balance December 31, 2023		94,567,828		$	0.11
Expired		(3,100,000	)		0.20
Balance December 31, 2024		91,467,828		$	0.10

The weighted average remaining life of the outstanding options at December 31, 2024 was 2.85 (2023 – 3.75) years.

Details of options outstanding, issued and exercisable, as at December 31, 2024 are as follows:



Number of options outstanding and exercisable	Exercise		Expiry
5,250,000		$0.10		August 28, 2025
14,500,000		$0.12		August 27, 2026
35,100,000		$0.10		September 20, 2027
36,617,828		$0.10		October 6, 2028
91,467,828

During the year ended December 31, 2024

None granted during the year ended December 31, 2024.

During the year ended December 31, 2023

On October 6, 2023, the Company granted 36,717,828 incentive stock options to certain directors, officers, employees and consultants of the Company exercisable at $0.10 per share until October 6, 2028. The options vested immediately. The fair value ascribed to the options was determined to be $2,382,195 using the Black- Scholes Option Pricing Model and was included in the statement of comprehensive loss during the year ended December 31, 2023. The following assumptions were used: Risk free rate of 4.31%; Expected life of 5 years; Expected volatility of 118% and dividend yield of $Nil.

RESERVES

Stock option reserve

The stock option reserve includes items recognized as share-based payments expense until such time that the stock options are exercised, at which time the corresponding amount will be transferred to share capital. If the options expire unexercised, forfeited or are cancelled, the amount recorded is transferred to deficit. During the year ended December 31, 2024, $452,384 (2023 – $1,975,463) was transferred to deficit for options expired unexercised or forfeited.

Page 29

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

SHARE CAPITAL (CONTINUED)

RESERVES (CONTINUED)

Warrants reserve

The warrants reserve includes the fair value of the warrants issued for services or issued as part of private placement units until such time that the warrants are exercised, at which time the corresponding amount will be transferred to share capital. If the warrants expire unexercised or are cancelled, the amount recorded remains in the warrants reserve.

Foreign exchange reserve

The foreign exchange reserve recognizes the foreign exchange differences resulting from translation of group entities to the presentation currency that have a different functional currency than the presentation currency.

13.

INCOME TAX

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:




	December 31, 2024			December 31, 2023



Income (Loss) before income taxes	$	(11,445,652	)	$	13,175,717

Statutory tax rate		27	%		27%



Expected tax expense (recovery)		(3,090,326)			3,557,444

Non-deductible expenses and other		2,392,797			(2,197,509)

Temporary differences		–			(213,343)

Impact of foreign exchange		(317,069)			85,533

Impact of foreign tax rate		361,612			(1,115,018)

Change in valuation allowance		652,986			(117,112)



	$	–		$	–

Significant components of the Company’s deferred tax assets as of December 31, 2024 and 2023 are as follows:




	December 31, 2024		December 31, 2023



Deferred income tax assets:

Non-capital losses	$	12,393,800	$	10,281,023

Exploration and evaluation assets		5,068,587		6,373,874

Property and equipment		(4,603,539)		(4,633,105)

Share issuance costs		366,816		550,886


	$	13,225,664	$	12,572,678

Page 30

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

13.

INCOME TAX (CONTINUED)

The tax pools relating to these deductible temporary difference expire as follows:






	Canadian non-capital losses		Canadian resource pools		United States tax losses		United States resource pools		Property and equipment		Share issue costs



2032	$	583,364	$	-	$	-	$	-	$	-	$	-

2033		717,523		-		251,919		-		-		-

2034		1,566,222		-		1,350,152		-		-		-

2035		1,049,578		-		3,999,460		-		-		-

2036		1,121,278		-		605,326		-		-		-

2037		2,591,686		-		247,292		-		-		-

2038		3,814,238		-		1,240,143		-		-		-

2039		1,495,165		-		2,285,910		-		-		-

2040		2,179,304		-		2,662,485		-		-		-

2041		2,525,063		-		2,589,839		-		-		-

2042		5,429,508		-		1,178,971		-		-		-

2043		3,582,932		-		343,802		-		-		-

2044		5,228,464		-		1,268,663		-		-		-

No expiry		-		2,271,762		-		54,430,912		24,237		1,358,578



	$	31,884,325	$	2,271,762	$	18,023,962	$	54,430,912	$	24,237	$	1,358,578

14.

SEGMENTED INFORMATION

The Company’s property and equipment, exploration and evaluation assets and its related reclamation bonds and insurance, by geographical areas as at December 31, 2024 and 2023, were all located in USA.

15.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the evaluation and exploration of its mineral exploration properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of share capital as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, acquire or dispose of assets, or adjust the amount of cash and cash equivalents and short-term investments. In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company is not subject to any externally imposed capital requirements. There were no changes during the year to management’s approach to capital management. The Company’s investment policy is to invest its excess cash in highly liquid investments that are readily convertible into cash with maturities of three months or less from the original date of acquisition or when it is needed, selected with regards to the expected timing of expenditures from continuing operations.

Page 31

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

16.

FINANCIAL INSTRUMENTS

FAIR VALUE

The carrying values of cash, accounts payable, due to related parties and loan payable approximate their fair values due to the relatively short period to maturity of those financial instruments. The carrying value of the long-term debt approximates its fair value due to the floating rate interest charged under the credit facility. Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data.

As at December 31, 2024, the financial instruments recorded at fair value on the statement of financial position are cash and marketable securities which are measured using Level 1, and the financial instruments recorded at amortized cost are reclamation bonds.

The following are the contractual maturities of financial liabilities as at December 31, 2024:

<1 Year

1-2 Years

3-5 Years

Accounts payable

760,631

–

Due to related parties

223,489

–

Loans payable

5,899,864

–

3,625,128

CLASSIFICATION OF FINANCIAL INSTRUMENTS

Financial assets included in the statement of financial position are as follows:



	December 31, 2024		December 31, 2023
Fair value through profit and loss:
Cash	$	1,350,411	$	2,611,281
Marketable securities		34,563		42,443
Amortized cost:
Reclamation bonds		16,087,691		14,078,254

Financial liabilities included in the statement of financial position are as follows:




	December 31, 2024		December 31, 2023
Non-derivative financial liabilities:
Accounts payable	$	760,631	$	306,805
Due to related parties		223,489		101,441
Loans payable		9,283,793		2,703,154

Page 32

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

17.

SUPPLEMENTAL CASH FLOW DISCLOSURES

For the years ended December 31,

2024

2023

Fair value of compensation options

–

134,090

Fair value of finders’ warrants

–

85,968

Fair value of warrants issued upon modification of Credit Facility

250,109

–

Shares issued for asset acquisition of Neutron Energy, Inc.

–

9,250,000

Shares issued for exploration and evaluation assets

1,050,000

2,126,000

Shares issued to settle amounts due to related party

–

52,000

Shares issued to settle bonuses

–

552,500

Stock options expired unexercised

1,975,463

18.

FINANCIAL RISK MANAGEMENT

CREDIT RISK

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The majority of cash is deposited in bank accounts held with major banks in Canada. As the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is high credit quality financial institutions as determined by rating agencies. The Company has secondary exposure to credit risk on its receivables. The receivables consist of refundable goods and services tax from the government. Credit risk is assessed as low.

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. Historically, the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as high.

The Company’s current liabilities are due on demand or have a term of less than a year. The Company’s long- term liabilities consist of a credit facility which is due on September 26, 2028.

INTEREST RATE RISK

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at December 31, 2024, the Company’s loan payable of US$3,625,128 is subject to interest rate risk. The loan payable incurs interest based on the SOFR plus 5.0% per annum, payable semi-annually in U.S. dollars. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%. If interest rates on the Company’s credit facility increased (decreased) by 100 basis points with all other variables held constant, finance costs on the credit facility would increase (decreased) by $52,207 (2023 - $42,496).

Page 33

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

18.

FINANCIAL RISK MANAGEMENT (CONTINUED)

FOREIGN CURRENCY RISK

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The foreign currency risk for the Company is low as the foreign currencies held are in the functional currency of the entities.

COMMODITY RISK

Commodity risk is the risk that the value of future cash flows and profits will fluctuate based on the prices of commodities. The Company is exposed to changes in the price of commodities. Changes in the price of commodities will impact the Company’s ability to obtain financing to explore its exploration and evaluation assets.

As at December 31, 2024, the Company has no contracts or agreements in place to mitigate these price risks.

19.

SUBSEQUENT EVENTS

On January 14, 2025, the Company terminated the Arrangement Agreement dated October 2, 2024 as discussed in Note 4.

On January 15, 2025, the Company issued 107,142,857 common shares at $0.14 per share to Uranium Energy Corp. (“UEC”) pursuant to a subscription agreement entered with UEC on January 14, 2025 for gross proceeds of $15,000,000.

On January 20, 2025, the Company repaid the IsoEnergy promissory note and accrued interest as discussed in Note 11.

On February 20, 2025, the Company entered into an Indemnification Support Agreement with UEC whereby UEC will provide indemnification support limited to US$3,000,000 (the “Support Amount”) in connection with certain bonding requirements relating to Shootaring Canyon Mill. In consideration for the provision of the indemnity, the Company agrees to pay to UEC a cash support fee equal to the Support Amount multiplied by the secured overnight financing rate (“SOFR”) as administered by the CME Group Benchmark Administration Limited plus 5% per annum, which fee shall be calculated monthly and paid in US dollars in arrears on the first day of each calendar month. The Company also agreed to granted UEC the right (the “Pre-Emptive Rights”), to subscribe for and to be issued up to such number of the Company’s common shares that will allow UEC to maintain its percentage ownership interest in the Company.

Page 34

Anfield Energy Inc.

Notes to Consolidated Financial Statements

For years ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

19.

SUBSEQUENT EVENTS (CONTINUED)

On February 20, 2025, the Golden Eagle Asset Transfer Agreement as discussed in Note 7 was amended and pursuant to the amendment the Company agreed to pay the following consideration for the DOE Leases and associated dates:

• US$400,000 in cash paid on or before February 21, 2025 (paid);

• Issuance of US$1,250,000 worth of common shares on or before February 21, 2025;

• US$750,000 in cash at the one-year anniversary of closing (the “One-Year Anniversary Payment”) with the option to extend for two subsequent 90-day periods (the “Extension Options”), subject to the following condition:

The Extension Options shall be at the sole discretion of the Company and may only be exercised in the event that the Company’s application for a NASDAQ listing and subsequent financing are delayed; and

The Company shall pay US$100,000 for each Extension Option that is exercise, with the Extension Option payments to be deducted from the One-Year Anniversary Payment.

• US$1,000,000 in cash at the two-year anniversary of closing;

• US$1,000,000 in cash at the three-year anniversary of closing; and

• US$1,500,000 in cash at the four-year anniversary of closing.

On March 11, 2025, HRI increased its performance bonds for reclamation with the U.S. Department of Energy to US$2,799,900.

On March 17, 2025, the Company entered into an amending agreement (the “Amending Agreement”) with Extract Advisors LLC (“Extract”) for the extension of an additional US$6,000,000 increase to the existing credit facility dated September 26, 2023 (the “Credit Facility”). In connection with the Amending Agreement, the Company issued 59,925,000 share purchase warrants to Extract (the “Facility Warrants”), with each such Facility Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $0.15 per share for a period ending on September 26, 2028. In addition, the Company paid an arrangement fee of $200,000 in consideration for the amendments.

Page 35

Exhibit 4.3

LOGO

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

A)	GENERAL

This Management’s Discussion and Analysis of Anfield Energy Inc. (the “Company”, “Anfield” or “AEC”) is dated April 4, 2025 and provides an analysis of Anfield’s financial position and results of operations for the year ended December 31, 2024 and subsequent period ended April 4, 2025. The following information should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024, and related notes, which are available on SEDAR+ at www.sedarplus.com or at the Company’s website: www.anfieldenergy.com.

Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian dollars.

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, “forecast”, “estimate”, “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments except as required by applicable Canadian Securities law.

B)	CORPORATE PROFILE AND MISSION

Anfield is a resource company engaged in mineral exploration and development in the United States. The Company is a reporting issuer in British Columbia and Alberta, and its common shares trade on the TSX Venture Exchange under the symbol “AEC”, the OTCQB Marketplace under the symbol “ANLDF” and the Frankfurt Stock Exchange under the symbol “0AD”.

The trend indicators for nuclear energy and the uranium sector are positive and point towards sustained increases in the uranium price -- as is now called for by many uranium analysts. Notably, China has announced the expected construction of 150 nuclear plants by 2030, Japan has restarted a number of reactors and is preparing for further re-starts, Europe is attempting to wean itself off of Russian oil and gas, and further energy-related sanctions as a result of Russia’s attack on Ukraine may spill over to uranium ore and enrichment services. In addition, the global nuclear industry is moving forward strongly with 66 reactors currently being built, another 87 planned to come online in the next 10 years and hundreds more further back in the pipeline. Moreover, nuclear power is increasingly being seen as essential in providing new baseload electricity and meeting greenhouse gas emission targets. These developments, combined with the shuttering of producing mines and deferment or abandonment of many uranium projects in the current low-price environment, has likely created a uranium shortfall in in the near term. Anfield feels it is well positioned to benefit from the uranium market’s current prospects as it continues to advance its plans to create a vertically-integrated uranium entity.

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

C)	ACTIVITY HIGHLIGHTS - INCLUDING SUBSEQUENT EVENTS

CORPORATE

Subsequent period ended April 4, 2025

On January 2, 2024, Highbury Resources Inc. (“HRI”) entered into a definitive agreement with Gold Eagle Mining Inc. (“GEM”) and Golden Eagle Uranium LLC (“GEU”) (collectively, “the Sellers”) to acquire a 100% interest in twelve Department of Energy (“DOE”) leases (“DOE Leases”) and associated data in various Counties in Colorado. During the year ended December 31, 2024, the Company paid US$100,000 to the Sellers as part of the consideration for the DOE Leases. The agreement was amended on September 28, 2024, December 31, 2024 and February 20, 2025. Pursuant to the amendment dated February 20, 2025, the Company agreed to pay the following consideration for the DOE Leases and associated dates:

•

US$400,000 in cash paid on or before February 21, 2025 (paid on February 21, 2025);

•

Issuance of US$1,250,000 worth of common shares on or before February 21, 2025;

•

US$750,000 in cash at the one-year anniversary of closing (the “One-Year Anniversary Payment”) with the option to extend for two subsequent 90-day periods (the “Extension Options”), subject to the following condition:

The Company shall pay US$100,000 for each Extension Option that is exercised, with the Extension Option payments to be deducted from the One-Year Anniversary Payment.

•

US$1,000,000 in cash at the two-year anniversary of closing;

•

US$1,000,000 in cash at the three-year anniversary of closing; and

•

US$1,500,000 in cash at the four-year anniversary of closing.

On October 1, 2024, the Company entered into an Arrangement Agreement with IsoEnergy Ltd. (“IsoEnergy”) pursuant to which IsoEnergy was expected to acquire all of the issued and outstanding common shares of the Company by way of a court-approved plan of arrangement. On January 14, 2025, the Company terminated the proposed plan of arrangement with IsoEnergy.

On January 20, 2025, the Company repaid the promissory note the Company entered with IsoEnergy on October 1, 2024 as the proposed plan of arrangement with IsoEnergy was terminated.

Page 3

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

On March 11, 2025, HRI increased its performance bonds for reclamation with the U.S. Department of Energy to US$2,799,900.

During the year ended December 31, 2024 the Company reported:

On January 5, 2024, the Company issued 15,000,000 common shares with a fair value of $1,050,000 to acquire 100% interest in 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah.

On April 9, 2024, the Company submitted its production reactivation plan for the Shootaring Canyon mill to the State of Utah’s Department of Environmental Quality (UDEQ). The plan addresses the updating of the mill’s radioactive materials license from its current standby status to operational status and the increasing of both throughput capacity and the tripling of licensed production capacity.

On April 15, 2024, the Company entered into a waiver and second amending agreement to the loan agreement with Extract Advisors LLC and Extract Capital Master Fund Ltd., whereby: (a) the lender agreed to waive a covenant breach related to lender’s consent which was not obtained prior to the acquisition of the DOE Leases on January 2, 2024; (b) the credit facility was amended by reducing the minimum working capital requirement to $250,000; and (c) the credit facility was amended by requiring written consent of the agent prior to taking any corporate action to effect a share consolidation or stock split, unless the market price exceeds $0.12 per share for 20 consecutive trading days. In consideration for entering into the waiver and second amending agreement, the Company issued the lender 4,000,000 share purchase warrants with an exercise price of $0.095 per share until September 26, 2028.

On August 2, 2024, the Company entered into a loan agreement with a director of the Company (the “Lender”) for $1,650,000 (the “Note”). The loan is non-interest bearing and due on August 2, 2025 (the “Maturity Date”). The Lender may demand repayment of the principal amount of the Note prior to the Maturity Date on providing five business days’ notice following the date that the Company secures additional funding, whether in the form of an equity financing or debt financing, in an amount exceeding $5,000,000. The Company shall not incur or assume additional indebtedness until full repayment of this Note, that ranks senior to or pari passu with this loan or create, assume or permit to exist any lien or encumbrance on any assets or property of the Company or its subsidiaries that secures indebtedness, without the written consent of the Lender. On October 1, 2024, IsoEnergy Ltd. repaid the $1,650,000 loan on behalf of the Company.

On October 1, 2024, the Company entered into a promissory note with IsoEnergy Ltd. for $6,020,000, which is secured, bears interest at 15% per annum and matures on April 1, 2025. On October 1, IsoEnergy advanced $4,249,864 to the Company and repaid a related party loan in the amount of $1,650,000 on behalf of the Company. As at December 31, 2024, $5,899,864 of principal is outstanding and $220,639 of interest is outstanding and included in accounts payable and accrued liabilities. On January 20, 2025, the Company repaid the outstanding principal of $5,899,864 and accrued interest.

During the year ended December 31, 2024, the Company issued 4,527,005 common shares upon exercise of 4,527,005 warrants with an exercise price of $0.055 per share for gross proceeds of $248,985.

Page 4

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

During the year ended December 31, 2024, the Company issued 4,607,794 common shares upon the exercise of 4,607,794 warrants with an exercise price of $0.10 per share for gross proceeds of $460,779.

PROPERTIES

Artillery Peak Project

On November 15, 2022, the Company entered into a definitive agreement with Wayne Minerals Inc. to acquire a 100% interest in 50 unpatented mining claims in the uranium-rich Artillery Peak project area, located in Mohave County, Arizona, USA. The Company paid US$150,000 ($199,665) cash and issued 25,000,000 common shares with a fair value of $2,000,000.

The Seller retained a 3% Net Smelter Returns royalty (“NSR”) which can be bought back for US$450,000 at US$150,000 per percentage point.

During the year ended December 31, 2023, the Company bought back the 3% NSR for US$450,000.

Shootaring Canyon Mill, Velvet Wood and Slick Rock Uranium Projects

BRS Report – Preliminary Economic Assessment (“PEA”)

The PEA indicates:

1) a pre-tax project internal rate of return (“IRR”) of 40% and a net present value (“NPV”) of US$238 million; and

2) a post-tax IRR of 33% and an NPV of $197 million, based on a discount rate of 8% and a uranium price of US$70 per pound, along with a vanadium price of US$12 per pound.

●

Total weighted-average Direct OPEX (i.e., between Velvet-Wood and Slick Rock) estimated at US$244 per ton of mined and processed material.

●

The total cost to produce saleable uranium and vanadium products (i.e. Direct OPEX per ton plus CAPEX per ton) is US$290 per ton, compared to an estimated gross value of US$741 per ton (based on a uranium price of US$70 per pound and a vanadium price of US$12 per pound).

●

Average annual production of approximately 750,000 pounds of uranium and 2.5 million pounds of vanadium per year is estimated over the 15-year mine life.

●

The combined feed of the Velvet-Wood and Slick Rock mines is designed to meet the existing tonnage capacity at Shootaring of 750 tons per day. Additional tonnage capacity would be available after year 8 of the plan.

●

Estimated mill-related capital expenditures at Shootaring, including 25% contingency amount for each item, of: 1) US$31.4 million for general upgrades; 2) US$13.4 million to install a modern vanadium circuit; and 3) US$20 million to update the tailings management facility.

●

Estimated mine-related capital expenditures, including engineering and design, mine facilities, mine equipment, and the reopening of the Velvet decline and the sinking of two production shafts at Slick Rock with a 25% contingency, of: 1) US$15.3 million for Velvet-Wood; and 2) US$27.2 million for Slick Rock.

Shootaring Mill

The Shootaring Mill was licensed and constructed by Plateau Resources and operated in 1982. U.S. Energy and Uranium One were also previous owners of the Shootaring Mill. The mill has not been

Page 5

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

decommissioned and has been under care and maintenance since cessation of operations. The mill license has been maintained and Anfield has submitted its production reactivation plan for the Shootaring Canyon mill to the State of Utah’s Department of Environmental Quality (UDEQ). The plan addresses the updating the mill’s radioactive materials license from its current standby status to operational status and the increasing of both throughput capacity and the tripling of licensed production capacity.

Early-stage refurbishment of Shootaring will take place during the review of the restart application, preparing the Company to complete refurbishment as soon as the restart application is approved. The Company is targeting the mill restart in 2027.

With the application submitted to the UDEQ, the Company can prepare for uranium mill and tailings refurbishment and vanadium circuit construction. Steps include: the rough grading of the tailings pond cell area in advance of cell design approval; the moving of ore stockpiles and remediation of sections of the restricted area to establish a new radiation control boundary; the building of a new ore dump wall and transportation roads, along with a truck wash station; the demolition of all infrastructure to be replaced (e.g., electrical, controls, leach tanks); the installation of new generators, acid tanks and fuel tanks; the construction of the vanadium circuit building and counter-current decantation (CCD) circuit footers; the building of new ore pads where Velvet-Wood ore can be stockpiled in anticipation of mill restart; and the ordering of tanks and vessels needed for processing circuits, having equipment onsite and ready to install once the license is approved.

In July 2024, the Company received an affirmative completeness review from the State of Utah’s Department of Environmental Quality (UDEQ) with respect to its Shootaring Mill production restart application. This affirmation allows for the detailed technical review of the mill application to proceed, which represents a critical step towards the restart of uranium production at Shootaring. The comprehensive application is designed to both update the mill’s radioactive materials license from its current standby status to operational status and increase both throughput capacity and licensed output capacity at the mill.

Velvet-Wood

Between 1979 and 1984, Atlas Minerals mined approximately 400,000 tons of ore from the Velvet Deposit at grades of 0.46% U₃O₈ and 0.64% V₂O₅, recovering approximately 4 million pounds of U₃O₈ and 5 million pounds of V₂O₅.

The current mineral resources (PEA) of the combined Velvet and Wood historical mines have been estimated to comprise 4.6 million pounds of eU₃O₈, at a grade of 0.29% eU₃O₈ (measured and indicated resource), and 552,000 pounds of eU₃O₈, at a grade of 0.32% U₃O₈ (inferred resource) with a vanadium- to-uranium ratio of 1.4 to 1.

In May 2024, the Company submitted its Plan of Operation for its Velvet-Wood mine to the State of Utah and BLM. This step is being undertaken as the Company advances Velvet-Wood to production-ready status concurrently with the Shootaring Canyon mill. This Plan of Operation includes specific operating actions and controls, reclamation actions, an estimate of reclamation surety based on third party costs and technical bases for how the actions meet the regulatory requirements of the State of Utah and the BLM.

Page 6

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

Slick Rock

Slick Rock is located in the Uravan Uranium Belt region of Colorado. The 2023 PEA estimates 1.7 million tons containing some 7.7 million pounds of U₃O₈, with a vanadium to uranium ratio of 6 to 1.

In June 2024, the Company received final approvals for its drill permit application to commence a 20-hole, 20,000-foot rotary drill program at its Slick Rock uranium and vanadium project, located in San Miguel County, Colorado. Permits approvals included the Bureau of Land Management, the Colorado Division of Resources Mining and Safety, and a Special Use Permit from San Miguel County, Colorado to allow access via county roads for the drilling project. The permits allow drilling between the months of June and September. On September 24, the Company announced that it had commenced the drill program at Slick Rock. On January 29, 2025, the Company announced that it has completed a 14-hole, 14,100-foot rotary drill program at its Slick Rock uranium and vanadium project. The Company will use the drill results to both upgrade its uranium and vanadium resource estimate for Slick Rock and prepare mine designs for a large mine permit for the project.

Project Economics

The PEA provides for a two-year pre-production period. The first year’s forecasted capital expenditures of approximately US$24 million include initial mill and mine permitting and licensing, an updated mining and reclamation plan, and initiation of mine-development.

The second year’s capital expenditures, forecasted at US$88 million (including a 25% contingency), include completion of the construction of mine facilities and purchasing of equipment, and refurbishment of the Shootaring uranium and vanadium mill.

Total capital for life of mine is estimated at US$130 million, including sustaining capital. Total weighted direct operating costs (including mining and handling, haulage and processing, bonding, royalties and taxes) between Velvet-Wood and Slick Rock is estimated at US$244 per ton of mined and processed material. The total direct costs (including direct mine costs and CAPEX cost per ton of processed material) is estimated at US$290 per ton, while the gross value per processed ton of uranium and vanadium at US$70 per pound of uranium and US$12 per pound of vanadium is US$791.

The PEA indicates a pre-tax IRR of 40% at a uranium price of US$70 per pound and US$12 per pound of vanadium. The pre-tax NPV of the project at an 8% discount rate at the aforementioned prices is US$238 million. On a post-tax basis, the resultant IRR is 33% and the NPV is US$197 million.

NI 43-101 Disclosure

This combined PEA completed for Velvet-Wood and Slick Rock, using centralized processing at Shootaring, has been authored by Douglas L. Beahm, P.E., Harold H. Hutson, P.E., P.G., Carl D. Warren, P.E., P.G., of BRS Inc. and Terence (Terry) McNulty, P.E., D. Sc., of T.P. McNulty and Associates Inc. The authors, qualified persons for the purpose of National Instrument 43-101, have reviewed and approved the technical content.

Results of the PEA represent forward-looking information. This economic assessment is preliminary in nature and it includes inferred mineral resources that are considered too speculative, geologically, to have the economic considerations applies to them that would enable them to be categorized as mineral reserves. There is no certainty that the preliminary economic assessment will be realized. Mineral resources are not mineral reserves as they do not have demonstrated economic viability.

Page 7

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

Surface Stockpiles

In addition to the estimated mineral resource at Velvet-Wood, Anfield controls mineralized stockpiles from past mining at two locations: 1) one stockpile at the Patty Ann mine area near the historic Velvet mine; and 2) several stockpiles near the Shootaring mill. The volumes and uranium content of the stockpiles were estimated from volumetric surveys and sampling conducted by BRS in March, 2015. The PEA includes the stockpiles located near the Shootaring mill only. In total these stockpiles are estimated to contain approximately 77,500 tons of material at an average grade of 0.161% U3O8 and contain approximately 250,000 pounds of uranium.

The West Slope Project

The West Slope Project, located in Montrose and San Miguel Counties of southwestern Colorado, consists of nine Department of Energy (DOE) leases, associated with adjacent lode mining claims and leases, covering 6,913 acres on which past uranium production has taken place. Between 1977 and 2006, approximately 1.3Mlbs of uranium and 6.6Mlbs of vanadium were produced from these mines. In 2022, BRS Engineering, Inc. was commissioned by Anfield to complete a mineral resource estimate for four of the nine uranium and vanadium properties – known as JD-6, JD-7, JD-8 and JD-9 – contained within its 100% owned West Slope project (US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8 and JD-9 Montrose County, Colorado, USA, Mineral Resource Technical Report, April 10, 2022). Using available data and using a cut-off of 0.05% uranium, BRS estimated an in-place Indicated Resource of 1.4Mt of uranium at an average grade of 0.197% for a total of 5.4Mlbs of uranium and an in-place Inferred resource of 1.4Mt of vanadium at an average grade of 0.984% for a total of 27Mlbs of vanadium.

National Instrument 43-101 disclosure

This Technical Report completed for West Slope has been authored by Douglas L. Beahm, P.E., Joshua Stewart, P.E., P.G., Carl D. Warren, P.E., P.G., of BRS Inc. The authors, qualified persons for the purpose of National Instrument 43-101, have reviewed and approved the technical content.

Frank M Deposit

The Frank M deposit, located approximately 12 km north of the Shootaring Canyon Mill, has a historic indicated mineral resource estimate of 2.2 million pounds of U₃O₈ at a grade of 0.101% U₃O₈.

Classification

Tons

Average Grade

% U₃O₈

Pounds

U₃O₈

Historic indicated

1,095,000

0.101

2,210,000

(Source: Frank M Uranium Project, 43-101 Mineral Resource Report, Garfield County, Utah USA; Author: BRS, Inc.; Date: 8/10/2008).

The Company is not treating the Frank M historical estimate as current mineral resources or mineral reserves. A qualified person has not yet done sufficient work to classify the historical estimate as current mineral resources or mineral reserves.

This historical resource estimate was developed based on analysis of radiometric data from 838 historic holes and chemical assay from 17 historic core holes. The historical estimate also utilizes nine additional core holes that were drilled in 2007 to provide data verification and equilibrium evaluation. The grade thickness contour method was used to develop the resource estimates, evaluating grade thicknesses ranging from 0.10 to 1.00. The results disclosed in the table above are based on a grade thickness of 0.25.

Page 8

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

The Frank M historical estimate was prepared by BRS, Inc., a well-known mineral exploration and mining consulting firm using the standards of CIM Indicated Mineral Resources. Thus, the Company considers the historical estimate to be reliable.

The Company intends to work with the same group to complete sufficient verification drilling at Frank M to bring the historical estimate to a current Indicated Mineral Resource.

Findlay Tank Breccia Pipe

Findlay Tank

The Findlay Tank breccia pipe project, located in Arizona, has a historical inferred mineral resource estimate of 954,000 pounds at a grade of 0.227% U3O8.

Classification

Tons

Average Grade

% U₃O₈

Pounds

U₃O₈

Historic inferred

211,000

0.227

954,000

The above historical inferred mineral resource was obtained using a grade cutoff of 0.05% eU3O8, with a minimum grade thickness of 0.50.

During the year ended December 31, 2017, the Company impaired the Findlay Tank project, as no more work is planned for this property. As a result, the Company recorded an impairment of $41,064.

(Source: Findlay Tank SE Breccia Pipe Uranium Project, Mohave County, Arizona USA 43-01 Mineral Resource Report; Author: BRS, Inc.; Date: 10/2/2008.)

The Company is not treating the historical estimate as current mineral resources or mineral reserves. A qualified person has not yet done sufficient work to classify the historical estimate as current mineral resources or mineral reserves.

The Findlay Tank historical estimates was prepared by BRS, Inc., a well-known mineral exploration and mining consulting firm using the standards of CIM Inferred Mineral Resources. Thus, the Company considers the historical estimate to be reliable.

The Company intends to work with the same group to complete sufficient verification drilling to bring the historical estimate to a Current Mineral Resource.

Newsboy Gold Project

The Newsboy Gold Project, located 45 miles northwest of Phoenix, Arizona and 10 miles southeast of Wickenberg in Maricopa County, consists of 2,243 acres of land which is comprised of 35 Federal Lode Claims and 4 State leases.

Between 1987 and 1989, Westmont Mining Company conducted reconnaissance geological mapping, rock chip geochemistry and 102 holes (totaling 7,184 metres) of reverse-core drilling at Newsboy. In 1990, Pima Mining NL drilled 12 diamond core holes (512 metres), 40 reverse core holes (2,000 metres), and completed metallurgical test work, resource and reserve estimates and mine-planning studies.

In 2009, Aurum National Holdings, Ltd. Commissioned North American Environmental Group (NAEG) to produce a report on the Newsboy property which was titled “Technical Report of the Newsboy Gold Property, Maricopa County, Arizona, United States, by Clive R. G. Bailey, dated September 1, 2009.” Anfield considers this a historic report and does not warrant that it meets current NI 43-101 guidance.

Page 9

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

Using available data and a cut off grade of 0.02opt Au, NAEG estimated a total in-situ resource of 5.3Mt in the following categories:

A Measured resource of 2.533Mt at 0.05opt Au and 0.87opt Ag for a total of 127,000oz Au and 2,196,000oz Ag;

An Indicated resource of 1.076Mt at 0.04opt Au and 0.44opt Ag for a total of 43,000oz Au and 471,000oz Ag; and

An Inferred resource of 1.719Mt at 0.038opt and 0.45opt Ag for a total of 65,000oz Au and 765,000oz Ag

The NAEG report also identified areas in which the author, based on geologic interpretation, felt the resource could be expanded. The NAEG report also recommended an exploration program for this area. To Anfield’s knowledge these recommendations have not yet been implemented.

Anfield considers these estimates to be historical in nature and cautions that a qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and Anfield is not treating the historical estimate as current mineral resource or mineral reserves.

Douglas L. Beahm, P.E., P.G. has approved the scientific and technical disclosure, relating to the Newsboy Gold Project, in the news release. He is a Qualified Person as defined in NI 43-101.

Results of Operations

SUMMARY OF EXPLORATION ACTIVITIES

The following exploration and evaluation expenditures were included in comprehensive loss for the year ended December 31, 2024 and 2023 are as follows:





	Uranium Properties		Highbury		Newsboy		Artillery Peak		Clay Borrow		Total

Consulting	$	357,528	$	815,011	$	–		–	$	–	$	1,172,539

Sundry field		102,537		7,391		–		–		–		109,928

Sampling, assaying		173,935		2,962		–		–		–		176,897

License, filing and insurance		1,548,060		126,270		32,727		55,710		13,402		1,776,169

Royalty		462,489		560,000		–		–		–		1,022,489

Property tax		8,006		41,149		–		–		51,184		100,339

Drilling		–		691,309		–		–		–		691,309

Termination of acquisition agreement		225,608		–		–		–		–		225,608

Total for the year ended December 31, 2024	$	2,878,163	$	2,244,092	$	32,727	$	55,710	$	64,586	$	5,275,278

Page 10

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025





	Uranium Properties		Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total

Consulting	$	1,413,552	$	429,124	$	11,260	$	18,223	$	7,966	$	1,880,125

Sundry field		59,744		(2,656)		–		–		–		57,088

Sampling, assaying		190,805		5,617		–		–		–		196,422

License, filing and insurance		1,003,534		57,426		51,966		106,228		6,519		1,225,673

Lease and royalty		120,153		191,182		–		–		–		311,335

Property tax		58,552		37,510		–		–		–		96,062

Total for the year ended December 31, 2023	$	2,846,340	$	718,203	$	63,226	$	124,451	$	14,485	$	3,766,705

D)	SELECTED FINANCIAL INFORMATION

Operational results reflect overhead costs incurred for exploration and evaluation asset acquisitions and associated exploration expenses as well as other regulatory expenses incurred by the Company.

General and administrative costs can be expected to fluctuate relationally with acquisitions, exploration and operations.

SELECTED ANNUAL INFORMATION



	2024		2023		2022

	$		$		$

Income (Loss) for the year		(11,445,652)		13,175,717		(8,857,942)

Earnings (Loss) per common share from operations, basic and diluted		(0.01)		0.02		(0.02)

Weighted Average number of common shares - Basic		1,019,470,008		800,028,104		516,052,925

Weighted Average number of common shares – Diluted		1,019,470,008		801,085,597		516,052,925

Balance Sheet Data

Working capital (deficit)		(5,304,666)		3,623,231		4,607,322

Total assets		80,009,019		75,273,451		36,010,047

SUMMARY OF QUARTERLY RESULTS




	December 31,		September 30,		June 30,		March 31,

	2024		2024		2024		2024


Revenues		-		-		-		-

Net income (loss) for period		(4,154,321)		(2,438,824)		(2,700,069)		(2,152,438)

Income (loss) per share, basic and diluted		(0.00)		(0.00)		(0.00)		(0.00)

Working capital (deficit)		(5,304,666)		(2,410,003)		180,992		1,688,824

Page 11

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025




	December 31,		September 30,		June 30,		March 31,

	2023		2023		2023		2023


Revenues		-		-		-		-

Net income (loss) for period		16,916,355		(1,510,904)		(1,982,006)		(247,728)

Income (loss) per share, basic and diluted		0.02		(0.00)		(0.00)		(0.00)

Working capital (deficit)		3,623,231		(46,036)		2,807,723		4,553,105

E)	ANALYSIS OF OPERATIONS

Comparison between the three months ended December 31, 2024 and 2023


	2024		2023

Depreciation	$	991	$	963

Exploration and evaluation expenditures		1,704,262		846,172

(Gain) loss on foreign exchange		(567,175)		118,395

General and administrative		2,189,821		1,904,331

Shareholder communications		97,368		68,715

Share-based compensation		–		2,382,195

Total operating expenses	$	3,425,267	$	5,320,771

Exploration and evaluation expenditures increased by $858,090 mainly due to an increase of $647,789 in drilling expense, an increase of $95,092 in consulting, an increase of $118,422 in sundry, an increase of $97,192 in property tax, an increase of $12,297 in lease and royalty payments, and offsetting by a decrease in $46,014 in sampling expense and a decrease of $66,775 in license, filing and insurance as the various engineering studies relating to re-evaluating certain properties and a report on the re-start of the Shootaring mill have been completed in Q4 of 2023.

General and administrative expenses increased by $285,490 mainly due to an increase of $903,790 in legal fees, an increase of $32,000 in marketing expense, an increase of $11,676 in tax expense, an increase in $15,376 in accounting and audit fees, and offsetting by a decrease of $660,601 in consulting fees. Shareholder communications increased by $28,653 as a result of increased investor engagement.

Share based compensation in 2023 represents the value of stock options granted to directors, officers and consultants granted in the period. The Company did not have any stock based compensation in 2024.

The foreign exchange amounts arose from the restating of US dollar-denominated cash, payables and loan balances due to the fluctuation of the Canadian dollar.

Comparison between the year ended December 31, 2024 and 2023


	2024		2023

Depreciation	$	3,877	$	3,819

Exploration and evaluation expenditures		5,275,278		3,766,705

(Gain) loss on foreign exchange		(620,196)		51,258

General and administrative		4,957,926		3,719,444

Shareholder communications		195,943		105,948

Share-based compensation		–		2,382,195

Total operating expenses	$	9,812,828		10,029,369

Page 12

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

Exploration and evaluation expenditures increased by $1,508,573 mainly due to an increase of $550,496 in license, filing and insurance expense, an increase of $711,154 related to lease and royalty payments, an increase of $691,309 in drilling expense, an increase of $52,840 in sundry expense and offsetting by a decrease of $19,525 in sampling expense, a decrease in $707,586 in consulting fees as the various engineering studies relating to re-evaluating certain properties and a report on the re-start of the Shootaring mill have been completed in Q4 of 2023. The Company also terminated an acquisition agreement resulting in a loss of $225,608 of deposit and other related costs.

General and administrative expenses increased by $1,238,482 mainly due to an increase of $217,039 in office expense, an increase of $225,039 in accounting and audit fees, an increase of $1,052,358 in legal fees, and offsetting by a decrease of $85,601 in professional fees, a decrease of $64,459 in filing fees and a decrease of $112,783 in consulting fees.

Shareholder communications increased by $89,995 as a result of increased investor engagement.

The foreign exchange amounts arose from the restating of US dollar-denominated cash, payables and loan balances due to the fluctuation of the Canadian dollar.

F)	LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2024, the Company had working capital deficit of $5,304,666 as compared working capital of $3,623,231 at December 31, 2023. There are insufficient funds to meet all property commitments as they now stand. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. While these factors indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern, subsequent to December 31, 2024 the Company completed an equity financing for gross proceeds of $15,000,000 and amended an existing credit facility to provide an additional US$6,000,000 of capital. Management intends to continue to finance operating costs and expenditures over the next twelve months with loans from directors and companies controlled by directors and or private placements of common shares, to meet future commitments or may seek extensions to the exploration schedule, however, there are no guarantees that the Company can do so in the future.

G)	OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance arrangements.

H)	TRANSACTIONS WITH RELATED PARTIES

RELATED PARTY BALANCES

As at December 31, 2024, an amount of $223,489 (2023 - $101,441) was owed to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

As at December 31, 2024, an amount of $14 (2023 - $12,700) was recorded in prepaid expenses for advances to a director of the Company for future property expenditures.

On August 2, 2024, the Company entered into a loan agreement with a director of the Company for $1,650,000. The Company received proceeds of $1,485,000, net of original issue discount of $165,000.

Page 13

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

The loan is unsecured, non-interest bearing and due on August 2, 2025. The carrying value of the loan was accreted using the effective interest rate method over the term of the loan. The effective interest rate was estimated at 10.66%. On October 1, 2024, the loan was repaid through proceeds from the IsoEnergy Ltd. loan.




	Loan Payable

Balance, December 31, 2022 and 2023	$	–

Addition		1,650,000

Original issue discount		(165,000)

Accretion of discount on loan payable		165,000

Repayment		(1,650,000)

Balance, December 31, 2024	$	–

RELATED PARTY TRANSACTIONS

The Company incurred the following transactions with companies that are controlled or managed by directors of the Company:



	For the years ended December 31,
	2024		2023

Consulting fees and management bonus (i)		$ 51,600	$	133,600

Consulting and professional fee (ii)		1,156,303		–

Share issue cost		–		2,300

		$ 1,207,903	$	135,900

The Company has identified its directors and certain senior officers as its key management. Key management compensation during the years ended December 31, 2024 and 2023, are as follows:



	For the years ended December 31,
	2024		2023

Consulting fees and management bonus (i)		$ 1,259,615		$ 1,452,412

Legal fees (i)		246,688		229,549

Auto and rent expense (ii)		57,561		35,339

Share based compensation		–		2,089,445

		$ 1,563,864		$ 3,806,745

(i)	These expenses are included in general and administrative expenses in the consolidated statements of comprehensive loss.

(ii)	These expenses are included in exploration and evaluation expenditures in the consolidated statements of comprehensive loss.

During the year ended December 31, 2023, the Company issued 800,000 common shares with a fair value of $52,000 to settle debt of $52,000 with a director of the Company.

Page 14

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

I)	CONTROLS AND PROCEDURES

The management of the Company is responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. Management is also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company’s financial statements for the year ended December 31, 2024.

The management of the Company has filed the Venture Issuer Basic Certificate with the annual and interim filings on SEDAR+ at www.sedarplus.ca. In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

J)	AUTHORIZED SHARE CAPITAL

Unlimited share capital with no par value.

As at April 4, 2025, the Company had the following common shares, stock options and warrants outstanding:

Number

Exercise Price

Expiry Date

Common Shares

1,141,372,490

N/A

Options

91,467,828

$0.10 to $0.12

August 28, 2025 to

October 6, 2028

Warrants

397,947,202

$0.055 to $0.18

July 10, 2025 to

September 26, 2028

Total diluted shares outstanding

1,630,787,520

K)	CHANGES TO ACCOUNTING POLICIES

Accounting standards effective January 1, 2024

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1), which amended IAS 1 to clarify the requirements for presenting liabilities in the statement of financial position. The amendments specify that the Company must have the right to defer settlement of a liability for at least 12 months after the reporting period for the liability to be classified as non-current.

Page 15

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

its own equity instruments is at the option of the counterparty and such option has been classified as an equity instrument, separate from the host liability.

In October 2022, the IASB issued Non-current Liabilities with Covenants, which amended IAS 1 to clarify that if the Company’s right to defer settlement of a liability for at least 12 months is subject to the Company complying with covenants after the reporting period, those covenants would not affect whether the Company’s right to defer settlement exists at the end of the reporting period for the purposes of classifying a liability as current or non-current. The amendments also increased the disclosure requirement relating to such covenants to include: (i) the nature of the covenants and the date by which the Company must comply with the covenants; (ii) whether the Company would comply with the covenants based on its circumstances at the reporting date; and (iii) whether and how the Company expects to comply with the covenants by the date on which they are contractually required to be tested. The above amendments are effective for the Company’s annual reporting period beginning on January 1, 2024.

At Decemeber 31, 2024, the Company was in compliance with all covenants. The impacts of initial application of the amendments on the Company’s consolidated financial statements for the year ending December 31, 2024 and for future periods will depend on the Company’s right to defer settlement of its liabilities at the end of such reporting period and can include increased disclosure in respect of its compliance with related covenants.

L)	COMMITMENTS AND CONTINGENCIES

COMMITMENTS

As at the date of this report, the Company had no commitments other than those mentioned in the consolidated financial statements and described in the exploration and evaluation assets note in the consolidated financial statements.

CONTINGENCIES

The Company’s exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

CRITICAL ACCOUNTING ESTIMATES

Significant areas requiring the use of critical accounting estimates include the recoverability of the carrying value of property and equipment and exploration and evaluation assets, fair value measurements for financial instruments and share-based compensation and other equity-based payments, the recognition and valuation of provisions for restoration and environmental liabilities, purchase price allocation and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.

Page 16

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

M)	RISKS AND UNCERTAINTIES

The Company is in the business of acquiring, exploring and developing uranium properties. It is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subjected to variations in commodity prices, market sentiment, exchange rates for currency, inflations and other risks. The Company currently has no source of revenue other than interest income. The Company will rely mainly on equity financing to fund exploration activities on its mineral properties.

The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties below are not inclusive of all the risks and uncertainties the Company may be subject to and other risks may apply.

1.	Financial risks

The Company’s financial instruments consist of cash, accounts payable and due to related parties. The carrying values of cash, accounts payable and due to related parties approximate their fair values due to the relatively short period to maturity of those financial instruments.

The Company is exposed to credit risk with respect to its cash. Cash have been placed on deposit with a major Canadian, financial institutions. Credit risk arises from the non-performance of counterparties of contractual financial obligations. The Company manages credit risk, in respect of cash and cash equivalents, by purchasing term deposits held at a major Canadian financial institution. The Company has secondary exposure to credit risk on its receivables. The receivables consists of refundable good and services tax from the government. Credit risk is assessed as low.

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. The Company’s expected source of cash flow in the upcoming year will be through equity financings. As at December 31, 2024, the Company had working capital deficit of $5,304,666 (December 31, 2023 – working capital of $3,623,231). Liquidity risk is assessed as high.

At December 31, 2024, the Company had accounts payable and accrued liabilities of $1,651,411 (December 31, 2023 – $556,271). The Company’s current liabilities are due on demand and have a term of less than 1 year. The loan payable is due on September 26, 2028.

Page 17

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

2.	Going Concern

The Company has no history of profitable operations and its present business is at an early stage. As such, the Company is subject to many risks common to other companies in the same business, including under-capitalization, cash shortages, and limitations with respect to personnel, financial and other resources and the lack of revenues.

The Company plans to obtain financing in the future primarily through further equity financing or debt financing, as well as through joint venturing and/or optioning out the Company’s properties to qualified mineral exploration companies. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operation and eventually to forfeit or sell its interest in its exploration and evaluation assets.

Management has initiated a strict cost control program to effectively control expenditures. In addition, Management will review several funding options including equity financing and seeking joint venture partners to further its mineral property interests at the appropriate time. While the Company has been successful in raising funds in the past, there are no assurances that additional funding and/or suitable joint venture agreements will be obtained.

3.	Exploration and Mining Risks

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, the Company’s properties have no known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explorations, cave-ins, landslides and the inability to obtain suitable adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. The Company has relied on and may continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing uranium is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The Company has no producing mines at this time. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. The transfer application is the first step in the process of restarting the Shootaring Mill.

Page 18

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

4.	Development Risks

The marketability of any minerals which may be acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.

5.	Loss of Interest in and Value of Properties

The Company’s ability to maintain its interests in its exploration and evaluation assets and to fund ongoing development costs will be entirely dependent on its ability to raise additional funds by equity financings. If the Company is unable to raise such funds it may suffer dilution or loss of its interest in its exploration and evaluation assets. The amounts attributed to the Company’s interests in exploration and evaluation assets in its financial statements represent acquisition and exploration costs, and should not be taken to reflect realizable value.

6.	Financing Risks

The Company has no history of earnings and no source of operating cash flow and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is through the sale of its equity shares. Even if the results of exploration or development are encouraging, the Company may not have sufficient funds to conduct the further development that may be necessary to determine whether or not a commercially mineable deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its property, there is no assurance that any such funds will be available. If available, future equity financings may result in substantial dilution to purchasers under the Offering. At present it is impossible to determine what amounts of additional funds, if any, may be required.

7.	Uranium Price

The uranium mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of minerals produced by the Company. Factors beyond the control of the Company may affect the marketability of any substances discovered. Mineral prices, in particular uranium prices, have fluctuated widely in recent years. The marketability of minerals is also affected by numerous other factors beyond the control of the Company. These other factors include government regulations relating to price, royalties, allowable production and importing and exporting of minerals.

8.	Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave- ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Page 19

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

9.	Environmental and Other Regulatory Requirements

10.

No Assurance of Titles, Boundaries or Surface Rights

11.

Permits and Licenses

The operations of the Company may require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

12.

Inability to Meet Cost Contribution Requirements

The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may as a result, be subject to loss of its rights to acquire interests in the properties subject to such agreements.

13.

Reliance on Key Personnel

The nature of the business of the Company, the ability of the Company to continue its exploration and development activities and to thereby develop a competitive edge in the marketplace depends, in a large part, on the ability of the Company to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The development of the Company now and in the future, will depend on the efforts of key management figures, the loss of whom could have a material adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of the key management employees.

Page 20

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

CONFLICTS OF INTEREST

The directors and officers of the Company may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (BC) (“Corporations Act”) dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

Forward Looking Statements

Statements contained in this MD&A that are not historical facts are forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and resources, the realization of mineral reserve estimates; the timing and amount of estimated future production, costs of production, and capital expenditures; costs and timing of the development of new deposits; success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. Such risks and other factors include, among others, risks related to the integration of acquisitions; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled “Risks and Uncertainties” in this MD&A. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this MD&A speak only as of the date hereof.

Page 21

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE SUBSEQUENT PERIOD ENDED APRIL 4, 2025

The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

Forward-looking statements and other information contained herein concerning the mining industry and general expectations concerning the mining industry are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Company is not aware of any misstatements regarding any industry data presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.

N)	ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca or at the Company’s website: www.anfieldenergy.com.

Page 22

Exhibit 4.4

LOGO

Anfield Energy Inc.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Unaudited)

(Expressed in Canadian Dollars)

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

(Unaudited)


	Notes	June 30, 2025		December 31, 2024

Assets
Current Assets
Cash		$ 10,988,668		$ 1,350,411
Receivables		44,529		49,685
Prepaids and deposits	3,8	880,309		1,035,439
Marketable securities	4	21,810		34,563
		11,935,316		2,470,098
Non-current Assets
Insurance premium	6	103,889		372,736
Reclamation bonds	5,6	16,265,100		16,087,691
Property and equipment	5	21,236,572		22,438,706
Exploration and evaluation assets	6	37,874,230		38,639,788
		75,479,791		77,538,921
Total Assets		$ 87,415,107		$ 80,009,019


Liabilities
Current liabilities
Accounts payable and accrued liabilities	7	$ 661,396		$ 1,651,411
Due to related parties	8	400,486		223,489
Loans payable	10	–		5,899,864
		1,061,882		7,774,764

Long-term liabilities
Asset retirement obligations	9	23,203,239		23,975,931
Loan payable	10	11,073,612		3,383,929
Total Liabilities		35,338,733		35,134,624

Equity
Share capital	11	$ 126,338,002		$ 110,528,937
Stock option reserve	11	6,991,160		6,991,160
Warrant reserve	11	7,939,942		7,411,788
Foreign exchange reserve	11	2,447,858		4,487,177
Deficit		(91,640,588	)	(84,544,667	)
Total Equity		52,076,374		44,874,395
Total Equity and Liabilities		$ 87,415,107		$ 80,009,019


Subsequent events (Note 16)

Approved and authorized on August 20, 2025, on behalf of the Board of Directors:


*“Corey Dias”*		*“Laara Shaffer”*
Chief Executive Officer		Chief Financial Officer

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 1

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

(Expressed in Canadian Dollars)

(Unaudited)



		For the three months ended June 30,						For the six months ended June 30,

	Notes		2025			2024			2025			2024

Expenses

Depreciation	5	$	979		$	968		$	1,994		$	1,922

Exploration and evaluation expenditures	6, 8		1,922,805			1,307,006			3,212,141			2,357,689

General and administrative	8		1,146,602			964,683			2,146,198			1,898,283

Shareholder communications			47,036			25,514			84,195			76,150

Loss (gain) on foreign exchange			645,057			(51,041	)		669,215			(140,314)


Total expenses			3,762,479			2,247,130			6,113,743			4,193,730


Net loss before other items			(3,762,479	)		(2,247,130	)		(6,113,743	)		(4,193,730)

Other items

Accretion expense for asset retirement obligations	9		(261,671	)		(227,419	)		(527,211	)		(449,360)

Accretion of discount and interest expense on loan payable	10		(484,078	)		(170,497	)		(735,657	)		(325,707)

Debt modification expense			–			(250,109	)		–			(250,109)

Interest income			168,636			190,160			286,354			375,972

Other income			(116	)		–			6,263			–

Unrealized loss on marketable securities	4		11,625			4,926			(11,927	)		(9,639)

Write-off of accounts payable			–			–			–			66

Net loss			(4,328,083	)		(2,700,069	)		(7,095,921	)		(4,852,507)

Other comprehensive loss

Other comprehensive loss that may be reclassified to profit or loss:

Exchange differences on translating foreign operations			(1,953,514	)		459,439			(2,039,319	)		1,353,715

Total comprehensive loss		$	(6,281,597	)	$	(2,240,630	)	$	(9,135,240	)	$	(3,498,792)


Loss per share – basic and diluted		$	(0.28	)	$	(0.20	)	$	(0.47	)	$	(0.36)

Weighted average shares outstanding - Basic			15,322,067			13,569,240			15,152,080			13,521,751

Weighted average shares outstanding - Diluted			15,322,067			13,569,240			15,152,080			13,521,751

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 2

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

(Unaudited)


	Number of shares		Amount		Stock option reserve		Warrant reserve			Foreign exchange reserve			Deficit			Total equity


Balance, December 31, 2023		13,261,316	$	107,194,133	$	7,443,544	$	7,396,640		$	1,113,884			$ (73,551,399	)	$	49,596,802

Shares issued for exploration and evaluation assets		200,000		1,050,000		–		–			–			–			1,050,000

Shares issued upon exercise of warrants		121,038		801,330		–		(107,049	)		–			–			694,281

Warrants issued upon modification of credit facility		–		–		–		250,109			–			–			250,109

Comprehensive loss for the period		–		–		–		–			1,353,715			(4,852,507	)		(3,498,792)

Balance, June 30, 2024		13,582,354	$	109,045,463	$	7,443,544	$	7,539,700		$	2,467,599		$	(78,403,906	)	$	48,092,400


Balance, December 31, 2024		13,789,728	$	110,528,937	$	6,991,160	$	7,411,788		$	4,487,177		$	(84,544,667	)	$	44,874,395

Shares issued for cash		1,428,572		15,000,000		–		–			–			–			15,000,000

Shares issued for exploration and evaluation assets		169,726		763,768		–		–			–			–			763,768

Shares issued upon exercise of warrants		6,796		45,297		–		(4,813	)		–			–			40,484

Warrants issued for Credit Facility		–		–		–		532,967			–			–			532,967

Comprehensive loss for the period		–		–		–		–			(2,039,319	)		(7,095,921	)		(9,135,240)


Balance, June 30, 2025		15,394,822	$	126,338,002	$	6,991,160	$	7,939,942		$	2,447,858		$	(91,640,588	)	$	52,076,374

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 3

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)


	For the six months ended June 30,
	2025			2024

Cash Flows from Operating Activities
Net loss	$	(7,095,921	)	$	(4,852,507)
Adjustments for non-cash items:
Accretion of asset retirement obligations		527,211			449,360
Accretion of discount and interest expense on loan payable		735,657			325,707
Debt modification expense		–			250,109
Depreciation		1,994			1,922
Foreign exchange		94,294			(433,770)
Unrealized loss on marketable securities		11,927			9,639
Write-off of accounts payable		–			(66)

Changes in non-cash working capital:
Receivables		5,156			23,281
Prepaids and deposits		423,977			1,204,763
Accounts payable and accrued liabilities		(728,158	)		222,539
Due to related parties		176,997			437,290

Net cash flows used in operating activities		(5,846,866	)		(2,361,733)


Cash Flows from Investing Activities
Acquisition of exploration and evaluation assets		(568,136	)		–
Reclamation deposit		(712,893	)		(37,748)
Investment income from reclamation bond reinvested		(325,018	)		(375,972)

Net cash flows used in investing activities		(1,606,047	)		(413,720)


Cash Flows from Financing Activities
Proceeds from share issuances		15,000,000			–
Proceeds from exercise of warrants		40,484			694,281
Proceeds from loan payable, net		8,212,407			–
Repayment of loan payable and interest		(6,161,721	)		–

Net cash flows from financing activities		17,091,170			694,281


Increase (decrease) in cash		9,638,257			(2,081,172)
Cash, beginning		1,350,411			2,611,281

Cash, ending	$	10,988,668		$	530,109


Non-cash Investing and Financing Activities:
Fair value of warrants reclassified to share capital upon exercise	$	4,813		$	107,049
Fair value of warrants issued for Credit Facility		532,967			250,109
Shares issued for exploration and evaluation assets		763,768			1,050,000

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 4

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited – Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS

Anfield Energy Inc. (the “Company”) is a publicly listed company incorporated in British Columbia on July 12, 1989. The Company’s shares are listed on the TSX Venture Exchange (“TSX.V”) under the symbol “AEC”, the OTCQB Marketplace under the symbol “ANLDF”, and the Frankfurt Stock Exchange under the symbol “OAD”. On September 16, 2022, 1,666,667 warrants of the Company commenced trading on TSX.V under the symbol “AEC.WT”. The Company is engaged in mineral development and production. The Company’s head office and its registered and records offices are located at Suite 2005, 4390 Grange Street, Burnaby, British Columbia, V5H 1P6.

Effective August 1, 2025, the Company completed a share consolidation of its outstanding common shares on a 75-for-1 basis. The share and per share figures in these condensed interim consolidated financial statements have been retroactively adjusted to reflect this share consolidation.

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PRESENTATION

BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” of the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended December 31, 2024 as some disclosures from the annual consolidated financial statements have been condensed or omitted.

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at fair value.

These condensed interim consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries incorporated in the United States which include Equinox Exploration Holding Corp. (“EQX US”), Anfield Resources Holding Corp. (‘ARHC”), ARH Wyoming Corp. (“ARHW”), Highbury Resources Inc. (“HRI”), Anfield Precious Metals Inc. (“APMI”) and Neutron Energy, Inc. (“NEI”). All inter-company transactions, balances, income and expenses are eliminated on consolidation.

The Company reclassified amounts under investing activities to separate out $375,972 for investment income reinvested from reclamation bonds. The change in presentation did not have an effect on the Company’s total assets, net assets, results from operations, loss per share or net cash flows.

SIGNIFICANT MANAGEMENT JUDGEMENT AND ESTIMATES IN APPLYING ACCOUNTING POLICIES

Significant estimates and assumptions

The timely preparation of the condensed interim consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the interim consolidated financial statements and the reported amounts of expenses during the period. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future years could require a material change in the condensed interim consolidated financial statements.

These condensed interim consolidated financial statements were prepared using accounting policies, estimates and judgments consistent with those in the audited consolidated financial statements as at and for the year ended December 31, 2024.

Page 5

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

2.	MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PRESENTATION (CONTINUED)

ACCOUNTING STANDARDS NOT YET EFFECTIVE

In April 2024, the IASB issues IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), which will replace IAS 1 and includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in the financial statements. IFRS 18 will introduce new totals, subtotals, and categories for income and expenses I the statement of income, as well as requiring disclosure about management-defined performance measures and additional requirements regarding the aggregation and disaggregation of certain information. It will be effective on January 1, 2027, with earlier adoption permitted, and it must be adopted on a retrospective basis. The Company is currently evaluating the impact on its financial statements.

3.	PREPAIDS AND DEPOSITS



	June 30, 2025		December 31, 2024
Prepaid exploration and evaluation expenditures	$	363,658	$	966,833
Other prepaid expenses		516,651		68,606

		880,309	$	1,035,439

4.	MARKETABLE SECURITIES

Marketable securities consist of 4,000,000 shares of GTI Resources Limited (“GTRIF”), an Australian company listed on the Australian Securities Exchange and OTC Markets in the United States.

December 31,

2024

fair value

Unrealized

loss

Foreign
exchange

translation

June 30,

2025

fair value

GTI Resources Limited

$ 34,563

$ (11,927)

$ (826)

$ 21,810

$ 34,563

$ (11,927)

$ (826)

$ 21,810

Page 6

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

5.	PROPERTY AND EQUIPMENT

Vehicle

Shootaring

Mill

Total

COST

Balance, December 31, 2023

26,262

21,986,159

22,012,421

Change in ARO estimates

–

(1,453,888

)

(1,453,888)

Foreign exchange translation

2,253

1,886,067

1,888,320

Balance, December 31, 2024

28,515

22,418,338

22,446,853

Foreign exchange translation

(1,525

)

(1,199,118

)

(1,200,643)

Balance, June 30, 2025

26,990

21,219,220

21,246,210

DEPRECIATION

Balance, December 31, 2023

3,752

–

3,752

Depreciation

3,877

–

3,877

Foreign exchange translation

518

–

518

Balance, December 31, 2024

8,147

–

8,147

Depreciation

1,994

–

1,994

Foreign exchange translation

(503

)

–

(503)

Balance, June 30, 2025

9,638

–

9,638

CARRYING AMOUNTS

Balance, December 31, 2024

20,368

22,418,338

22,438,706

Balance, June 30, 2025

17,352

21,219,220

21,236,572

Reclamation Bonds

The Company is required to hold replacement bonds to meet reclamation requirements in connection with the Shootaring Mill.

On February 20, 2025, the Company entered into an Indemnification Support Agreement with Uranium Energy Corp. (“UEC”) whereby UEC will provide indemnification support limited to US$3,000,000 (the “Support Amount”) in connection with certain bonding requirements relating to Shootaring Canyon Mill. In consideration for the provision of the indemnity, the Company agrees to pay to UEC a cash support fee equal to the Support Amount multiplied by the secured overnight financing rate (“SOFR”) as administered by the CME Group Benchmark Administration Limited plus 5% per annum, which fee shall be calculated monthly and paid in US dollars in arrears on the first day of each calendar month. The Company also agreed to granted UEC the right (the “Pre-Emptive Rights”), to subscribe for and to be issued up to such number of the Company’s common shares that will allow UEC to maintain its percentage ownership interest in the Company.

During the year ended December 31, 2024, the Company recorded a bond premium of US$470,857 as insurance, which would create an obligation for the surety company to cover the difference between the bond requirement and the cash collateral. The bond premium is amortized over one year. During the six months ended June 30, 2025, the Company recorded $337,592 (2024 - $265,406) as insurance expense and at June 30, 2025, $103,889 (December 31, 2024 - $372,736) was recorded in prepaid insurance premium for the reclamation bond requirements.

At June 30, 2025, the Company recorded the cash collateral of US$11,891,028 ($16,208,660) (December 31, 2024 – US$11,129,593 ($16,028,060)) as a reclamation bond.

Page 7

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

6.	EXPLORATION AND EVALUATION ASSETS

As at June 30, 2025, the Company held interests in uranium exploration properties in Utah, Arizona and New Mexico (“Uranium Properties”); uranium/vanadium properties in Colorado (Highbury and Slick Rock Project) and in Arizona (Artillery Project); and a gold project in Arizona also known as Newsboy Project.

A continuity of exploration and evaluation assets is as follows:



				Colorado Properties						Arizona Properties
	Uranium Properties			Highbury			Slick Rock			Newsboy Gold			Artillery Peak			Total
Balance, December 31, 2024	$	18,442,946		$	6,270,890		$	6,897,145		$	2,612,069		$	4,416,738		$	38,639,788

Acquisitions cost		–			1,331,904			–			–			–			1,331,904

Foreign exchange		(986,479	)		(366,109	)		(368,916	)		(139,715	)		(236,243	)		(2,097,462)

Balance, June 30, 2025	$	17,456,467		$	7,236,685		$	6,528,229		$	2,472,354		$	4,180,495		$	37,874,230

The following exploration and evaluation expenditures were included in comprehensive loss for the six months ended June 30, 2025, and 2024 are as follows:




	Uranium Properties			Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total

Consulting	$	213,377		$	810,709	$	–	$	–	$	–	$	1,024,086

Sundry field		79,208			10,108		–		–		–		89,316

Sampling, assaying		125,727			41,189		–		–		–		166,916

License, filing and insurance		919,456			212,462		19,033		–		292		1,151,243

Lease and royalty		342,695			289,621		–		–		–		632,316

Property tax		–			44,635		–		–		–		44,635

Drilling		91,755			11,874		–		–		–		103,629

Total for the six months ended June 30, 2025	$	1,772,218		$	1,420,598	$	19,033	$	—	$	292	$	3,212,141


	Uranium Properties			Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total

Consulting	$	234,399		$	574,070	$	–	$	–	$	–	$	808,469

Sundry field		37,871			4,300		–		–		–		42,171

Sampling, assaying		99,296			1,533		–		–		–		100,829

License, filing and insurance		844,882			56,610		15,132		41,361		9,607		967,592

Lease and royalty		162,268			276,439		–		–		–		438,707

Property tax		(79	)		–		–		–		–		(79)

Total for the six months ended June 30, 2024	$	1,378,637		$	912,952	$	15,132	$	41,361	$	9,607	$	2,357,689

Page 8

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

6.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

URANIUM PROPERTIES

Shootaring Mill Project

Marysvale Uranium Project

Marquez-Juan Tafoya Uranium Project

In July 2023, the Company acquired the Marquez-Juan Tafoya Uranium Marquez-Juan Tafoya uranium project located in the Grants Uranium Merial District, Albuquerque, New Mexico, USA.

Other Utah Properties

Page 9

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

6.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

COLORADO PROPERTIES

HIGHBURY PROJECT

SLICK ROCK PROJECT

The Slick Rock project is located in San Miguel County, Southwest Colorado, approximately 24 miles north of the town of Dove Creek and east of the Dolores River in the Slick Rock District of the Uravan mineral belt. Certain claims within the block are subject to 1% to 3% royalties of net uranium and vanadium production.

During the year ended December 31, 2024, the Company paid US$25,406 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. The reclamation bond balance was $34,631 (US$25,406) as at June 30, 2025 (December 31, 2024 – $36,588 (US$25,406)).

GOLDEN EAGLE PROJECT

On January 2, 2024, HRI entered into a definitive agreement with Gold Eagle Mining Inc. (“GEM”) and Golden Eagle Uranium LLC (“GEU”) (collectively, “the Sellers”) to acquire a 100% interest in twelve Department of Energy (“DOE”) leases (“DOE Leases”) and associated data in various Counties in Colorado. The transaction was closed on July 3, 2024. Pursuant to the last amendment on February 20, 2025, the Company agreed to pay the following consideration for the DOE Leases and associated dates:

• At closing, US$500,000 in cash with US$100,000 to be paid on or before October 16, 2024 (paid) and US$400,000 to be paid on or before February 21, 2025 (paid);

• Issuance of 169,726 common shares representing a value of US$1,250,000 on or before February 21, 2025 (issued on May 6, 2025);

The Company shall pay US$100,000 for each Extension Option that is exercised, with the Extension Option payments to be deducted from the One-Year Anniversary Payment.

• US$1,000,000 in cash at the two-year anniversary of closing;

• US$1,000,000 in cash at the three-year anniversary of closing; and

• US$1,500,000 in cash at the four-year anniversary of closing.

Page 10

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

6.	EXPLORATION AND EVALUATION ASSETS (CONTINUED)

ARIZONA PROPERTIES

NEWSBOY GOLD PROJECT

On November 30, 2020, the Company entered into a Leases and Claims Transfer Agreement to acquire the Newsboy Gold Project (“Newsboy Project”) located in Arizona, USA. The Newsboy Project is subject to a 2% net smelter returns royalty on commercial production. In March 2022, 1% of the NSR royalty was bought back by the Company, and the Company’s work commitments, resource milestones, and production milestone requirements were waived.

ARTILLERY PEAK PROJECT

The Artillery Peak consists of 50 unpatented mining claims in the uranium-rich Artillery Peak project area, located in Mohave County, Arizona, USA.

LiVada Claims

In January 2023, the Company acquired a 100% interest in 119 unpatented mining claims and historical data in the Artillery Peak area, located in Mohave County, Arizona, USA, from LiVada Corporation.

Dripping Springs Quartzite Project

In February 2023, the Company acquired 100% in 115 unpatented mining claims of the Dripping Springs Quartzite uranium project located in Gila County, Arizona, USA. During the year ended December 31, 2024, the Company recognized an impairment of $378,605 (US$276,256) as 34 of the 115 mining claims were forfeited during the year.

OTHER PROPERTIES

CLAY BORROW PROJECT, UTAH

Commencing on the 10th anniversary of the agreement and until the lease terminates, the Company agreed to pay in advance an annual minimum royalty equal to three times the annual rent. In addition, the Company agreed to pay a production royalty equal to the greater of: (i) 10% of the gross value of the clay minerals sold under an arm’s length transaction, or (ii) US$1 per short ton of the clay minerals.

During the year ended December 31, 2023, the Company paid US$18,600 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. During the year ended December 31, 2024, the Company received a refund of US$14,600. The reclamation bond balance was $5,452 (US$4,000) as at June 30, 2025 (December 31, 2024 – $5,761 (US$4,000)).

Page 11

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

7.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



		June 30, 2025		December 31, 2024
Trade payables	$	83,615	$	760,631
Accrued liabilities		577,781		890,780
	$	661,396	$	1,651,411

8.	RELATED PARTY TRANSACTIONS AND BALANCES

Related Party Balances

As at June 30, 2025, an amount of $400,486 (December 31, 2024 - $223,489) was owed to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

As at June 30, 2025, an amount of $nil (December 31, 2024 - $4,515) was recorded in prepaid expenses for advances to a company controlled by the Chief Financial Officer of the Company for future consulting fees.

As at June 30, 2025, an amount of $14 (December 31, 2024 - $14) was recorded in prepaid expenses for advances to a director of the Company for future consulting fees and property expenditures.

Related Party Transactions

The Company incurred the following transactions with companies that are controlled or managed by directors of the Company:



	For the three months ended June 30,			For the six months ended June 30,
	2025		2024	2025		2024

Consulting fees (i)	$ 12,900	$	12,900	$ 25,800	$	25,800
Consulting and professional fees (ii)	361,778		–	529,365		–

	$ 374,678	$	12,900	$ 555,165	$	25,800

Page 12

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

8.	RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

Related Party Transactions (continued)

The Company has identified its directors and certain senior officers as its key management. Key management and director compensation during the six months ended June 30, 2025 and 2024, are as follows:



	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024

Consulting fees and management bonus (i)	$ 309,978	$	229,415	$	650,141	$	458,240
Director’s fees and audit committee fees (i)	57,500		–		110,000		–
Legal fees (i)	62,260		61,589		126,884		122,279
Auto and rent expense (ii)	43,899		12,318		58,978		24,456

	$ 473,637	$	303,322	$	946,003	$	604,975

(i)

These expenses are included in general and administrative expenses in the condensed interim consolidated statements of comprehensive loss.

(ii)

These expenses are included in exploration and evaluation expenditures in the condensed interim consolidated statements of comprehensive loss.

9.	ASSET RETIREMENT OBLIGATIONS

A continuity of the Company’s provision for site reclamation and closure is as follows:



		Shootaring Mill			West Slope			Papoose			Totals

Balance December 31, 2024	$	18,506,317		$	5,148,929		$	320,685		$	23,975,931
Accretion		411,760			108,503			6,948			527,211
Foreign exchange		(1,003,517	)		(279,003	)		(17,383	)		(1,299,903)

Balance June 30, 2025	$	17,914,560		$	4,978,429		$	310,250		$	23,203,239

SHOOTARING MILL

The Company’s estimate of the environmental rehabilitation provision arising from the Shootaring Mill (Note 5) at June 30, 2025, was $17,914,560 (US$13,142,516) (December 31, 2024 – $18,506,317 (US$12,850,451)). This estimate was based upon an undiscounted risk-adjusted future cost of $22,708,758 (US$16,659,642) (December 31, 2024 – $23,991,550 (US$16,659,642)), an annual inflation rate of 2.40% and discount rate of 4.64%. The closure and reclamation expenditure is expected to be incurred in 2036.

Page 13

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

9.	ASSET RETIREMENT OBLIGATIONS (CONTINUED)

WEST SLOPE PROJECT

The Company’s estimate of the environmental rehabilitation provision arising from the West Slope Project (Note 6) at June 30, 2025, was $4,978,429 (US$3,652,285) (December 31, 2024 – $5,148,929 (US$3,575,323)). This estimate was based upon an undiscounted risk-adjusted future cost of $5,382,748 (US$3,948,902) (December 31, 2024 – $5,686,932 (US$3,948,902)), an annual inflation rate of 2.4% and a discount rate of 4.39%. The closure and reclamation expenditure is expected to be incurred in 2030.

PAPOOSE PROPERTY

The Company’s estimate of the environmental rehabilitation provision arising from the Papoose property (Note 6) at June 30, 2025, was $310,250 (US$227,607) (December 31, 2024 – $320,685 (US$222,679)). This estimate was based upon an undiscounted risk-adjusted future cost of $357,513 (US$262,279) (December 31, 2024 – $337,716 (US$262,279)), an annual inflation rate of 2.40% and risk adjusted discount rate of 4.51%. The closure and reclamation expenditure is expected to be incurred in 2032.

10.

LOAN PAYABLE

CREDIT FACILITY

On September 26, 2023, the Company entered into a loan agreement (the “Loan Agreement”) for a non- revolving term credit facility (the “Credit Facility”) with Extract Advisors LLC as agent (the “Agent”) for Extract Capital Master Fund Ltd. (the “Lender”). The Credit Facility of $4,300,000 (“2023 tranche”) matures on September 26, 2028, bears a coupon of the Secured Overnight Financing Rate (“SOFR”) plus 5.0% per annum, payable semi-annually in U.S. dollars. The SOFR is equal to the secured overnight financing rate published by the Federal Reserve Bank of New York on the website of the Federal Reserve Bank of New York. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%. On October 6, 2023, the terms of the Loan Agreement were amended to add the fixed repayment amount of US$3,203,961. Interest shall be calculated based on the repayment amount of US$3,203,961 and on the basis of a year of 360 days. The Credit Facility has an original issue discount of $300,000.

In connection with the Loan Agreement, the Company issued 561,404 warrants to the Lender, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $7.125 per warrant for a period ending on the maturity date. For so long as the Credit Facility remains outstanding, all proceeds from the exercise of the warrants by the Lender shall be used to repay the principal amount of the Credit Facility. As additional consideration for arranging the Loan, the Company paid an arrangement fee of $100,000 to the Lender and reimbursed expenses of $32,678 to the Agent. The Company also incurred other financing costs of $254,162 which included a success fee of $180,500 paid to Haywood Securities Inc. ($90,500 in cash and issuance of 15,444 common shares of the Company with a fair value of $90,000), legal expenses of $66,312 and filing fees of $7,350.

Page 14

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

10.

LOAN PAYABLE (CONTINUED)

CREDIT FACILITY (CONTINUED)



		Credit Facility (USD)	Financing costs (USD)	Credit Facility (net of financing costs) (USD)

Financial liability	$	2,188,982	$ 161,418	$ 2,027,564

Warrants		650,893	47,998	602,895

Total	$	2,839,875	$ 209,416	$ 2,630,459

The initial carrying amount of the financial liability was determined by discounting the estimated future interest and principal payments at a discount rate of 20.5%.

On March 27, 2024, the Company elected to capitalize the first interest payment of $292,809 (US$203,321) on the Credit Facility, effective April 5, 2024. On October 4, 2024, the Company elected to capitalize the second interest payment of $313,727 (US$217,846) on the Credit Facility. On April 4, 2025, the Company elected to capitalize the third interest payment of $316,038 (US$222,327) on the Credit Facility.

Page 15

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

10.

LOAN PAYABLE (CONTINUED)

CREDIT FACILITY (CONTINUED)

On April 15, 2024, the Company entered into a waiver and second amending agreement to the Loan Agreement with Extract Advisors LLC and Extract Capital Master Fund Ltd., whereby: (a) the lender agreed to waive application of a covenant in order to permit the acquisition of the DOE Leases by the Company on January 2, 2024; (b) the Credit Facility was amended by reducing the minimum working capital requirement to $250,000; and (c) the Credit Facility was amended by requiring written consent of the agent prior to taking any corporate action to effect a share consolidation or stock split, unless the market price exceeds $9.00 per share for 20 consecutive trading days. In consideration for entering into the waiver and second amending agreement, on June 26, 2024, the Company issued the lender 53,333 share purchase warrants with a fair value of $250,109. The share purchase warrants are exercisable at a price of $7.125 per warrant until September 26, 2028. The fair value of $250,109 which was incurred as part of the modification was added to the liability and will be amortized over the term of the modified liability.

On March 17, 2025, the Company entered into an amending agreement (the “Amending Agreement”) with Extract Advisors LLC (“Extract”) for the extension of an additional US$6,000,000 increase to the existing Credit Facility. In connection with the Amending Agreement, the Company issued 799,000 share purchase warrants to Extract (the “Facility Warrants”), with each such Facility Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $11.25 per share for a period ending on September 26, 2028. In addition, the Company paid an arrangement fee of $200,000 in consideration for the amendment and incurred legal fees of $96,247.

The additional US$6,000,000 loan (“2025 tranche”) is a compound financial instrument which consists of two components: the loan (a financial liability) and the warrants (an equity instrument). The Company assessed each of the components separately and allocated the proceeds from the 2025 tranche and financing costs as follows:



		Credit Facility (USD)	Financing costs (USD)	Credit Facility (net of financing costs) (USD)

Financial liability	$	5,619,447	$ 204,613	$ 5,414,834

Warrants		380,553	4,445	376,108

Total	$	6,000,000	$ 209,058	$ 5,790,942

The initial carrying amount of the financial liability was determined by discounting the estimated future interest and principal payments at a discount rate of 15%.

The carrying amounts of the equity component (the warrants) was established using the residual fair value approach, which takes the difference between the principal amount received from the Credit Facility (US$6,000,000) less the fair value of the loan. The value of the warrants of $539,266 (US$380,553), net of financing cost of $6,299 (US$4,445) is recorded within warrant reserves on the statement of financial position.

The carrying value of the loans will be accreted using the effective interest rate method over the term of the Credit Facility. The effective interest rate for the 2023 tranche and 2025 tranche is estimated at 23.74% and 15.10%, respectively.

Page 16

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

10.

LOAN PAYABLE (CONTINUED)

CREDIT FACILITY (CONTINUED)



		Loan Payable

Balance, December 31, 2024	$	3,383,929

Proceeds, net of arrangement fee		8,302,355

Debt issuance costs allocated to liability component		(89,948)

Residual value allocated to equity component		(532,967)

Accretion of discount on loan payable		136,483

Interest expense		599,174

Foreign exchange impact		(725,414)

Balance, June 30, 2025	$	11,073,612

During the six months ended June 30, 2025, the Company recognized accretion expense of $735,657 (2024 - $325,707) which includes interest expense of $599,174 (2024 - $287,521). As at June 30, 2025, a total of $11,073,612 (US$8,123,844) (December 31, 2024 - $3,338,929 (US$2,351,747)) of principal is outstanding, net of an unamortized discount of $2,400,706 (US$1,761,211) (December 31, 2024 – $1,836,728 (US$1,273,382)). As at June 30, 2025, $372,969 (US$273,618) (December 31, 2024 – $152,427 (US$105,843)) is outstanding for interest which is included in accounts payable and accrued liabilities.

PROMISSORY NOTE

On October 1, 2024, the Company entered into a promissory note with IsoEnergy Ltd. for $6,020,000, which was secured, bore interest at 15% per annum and was set to mature on April 1, 2025. On October 1, 2024, IsoEnergy Ltd. advanced $4,249,864 to the Company and repaid a related party loan in the amount of $1,650,000 on behalf of the Company. On January 20, 2025, the Company repaid the outstanding principal of $5,899,864 and accrued interest of $261,857.

Page 17

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

11.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

Unlimited number of common shares without par value.

ISSUED SHARE CAPITAL

As at June 30, 2025, the Company had 15,394,822 (December 31, 2024 – 13,789,728) issued and fully paid common shares.

ISSUANCES DURING THE SIX MONTHS ENDED JUNE 30, 2025

On January 15, 2025, the Company issued 1,428,571 common shares at $10.50 per share for gross proceeds of $15,000,000.

On May 6, 2025, the Company issued 169,726 common shares with a fair value of $763,768 pursuant to the agreement the Company entered into with Gold Eagle Mining Inc. (Note 6).

During the six months ended June 30, 2025, the Company issued a total of 6,796 common shares upon the exercise of 6,796 warrants with exercise prices ranging between $4.125 per share and $6.375 per share for gross proceeds of $40,484. Upon exercise, the original fair value of the warrants totaling $4,813 was transferred from warrant reserve to share capital.

ISSUANCES DURING THE SIX MONTHS ENDED JUNE 30, 2024

On January 5, 2024, the Company issued 200,000 common shares with a fair value of $1,050,000 pursuant to the acquisition of 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah (Note 6).

During the six months ended June 30, 2024, the Company issued a total of 121,038 common shares upon the exercise of 121,038 warrants with exercise prices ranging between $4.125 per share and $6.375 per share for gross proceeds of $694,281. Upon exercise, the original fair value of the warrants totaling $107,049 was transferred from warrant reserve to share capital.

WARRANTS

Warrant activity is summarized as follows:



	Number of warrants			Weighted average exercise price

Balance at December 31, 2024		4,506,963			$ 11.29
Warrants issued		799,000			11.25
Warrants exercised		(6,796	)		5.96

Balance at June 30, 2025		5,299,167			$ 11.29

During the six months ended June 30, 2025, the weighted average share price on the date of warrants exercised was $8.64 (2024 - $7.50).

Page 18

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

11.

SHARE CAPITAL (CONTINUED)

Outstanding warrants are summarized as follows:



Number of warrants outstanding		Exercise price		Expiry

	200*		$4.125		July 10, 2025
	333,318*		$6.375		July 10, 2025
	601,606		$7.50		December 21, 2025
	2,950,306		$13.5		May 12, 2027
	614,737		$7.125		September 26, 2028
	799,000		$11.25		September 26, 2028

	5,299,167

* Exercised or expired subsequently (Note 16)

At June 30, 2025, the weighted average life of warrants was 1.96 (December 31, 2024 – 2.16) years.

OPTIONS

The following table summarizes the continuity of the Company’s stock options:



	Number of options	Weighted average exercise price

Balance December 31, 2024 and June 30, 2025	1,219,571	$ 7.74

The weighted average remaining life of the outstanding options at June 30, 2025 was 2.36 (December 31, 2024 – 2.85) years.

Details of options outstanding, issued and exercisable, as at June 30, 2025 are as follows:



Number of options outstanding and exercisable		Exercise price		Expiry

	70,000		$7.50		August 28, 2025
	193,333		$9.00		August 27, 2026
	468,000		$7.50		September 20, 2027
	488,238		$7.50		October 6, 2028

	1,219,571

Page 19

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

12.

SEGMENTED INFORMATION

The Company’s property and equipment, exploration and evaluation assets and its related reclamation bonds and insurance, by geographical areas as at June 30, 2025, and December 31, 2024, were all located in USA. The Company operates in one operating segment being the exploration and evaluation of mineral properties.

13.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard its ability to pursue the evaluation and exploration of its mineral exploration properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of share capital as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, acquire or dispose of assets, or adjust the amount of cash and cash equivalents and short-term investments. In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company is not subject to any externally imposed capital requirements. There were no changes during the year to management’s approach to capital management. The Company’s investment policy is to invest its excess cash in highly liquid investments that are readily convertible into cash with maturities of six months or less from the original date of acquisition or when it is needed, selected with regards to the expected timing of expenditures from continuing operations.

14.

FINANCIAL INSTRUMENTS

FAIR VALUE

The carrying values of cash, accounts payable, and due to related parties approximate their fair values due to the relatively short period to maturity of those financial instruments. The carrying value of the long-term debt approximates its fair value due to the floating rate interest charged under the credit facility. Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy.

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data.

As at June 30, 2025, the financial instruments recorded at fair value on the statement of financial position are cash and marketable securities which are measured using Level 1, and the financial instruments recorded at amortized cost are reclamation bonds.

The following are the contractual maturities of financial liabilities as at June 30, 2025:

< 1 Year

1-2 Years

3-5 Years

Accounts payable

83,615

–

Due to related parties

400,486

–

Loan payable

–

11,073,612

Page 20

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

14.

FINANCIAL INSTRUMENTS (CONTINUED)

CLASSIFICATION OF FINANCIAL INSTRUMENTS

Financial assets included in the statement of financial position are as follows:



	June 30, 2025		December 31, 2024

Fair value through profit and loss:
Cash	$	10,988,668	$	1,350,411
Marketable securities		21,810		34,563

Amortized cost:
Reclamation bonds		16,265,100		16,087,691


Financial liabilities included in the statement of financial position are as follows:

	June 30, 2025		December 31, 2024

Non-derivative financial liabilities:
Accounts payable	$	83,615	$	760,631
Due to related parties		400,486		223,489
Loan payable		11,073,612		9,283,793

15.

FINANCIAL RISK MANAGEMENT

CREDIT RISK

LIQUIDITY RISK

The Company’s current liabilities are due on demand or have a term of less than a year. The Company’s long- term liabilities consist of a credit facility which is due on September 26, 2028.

Page 21

Anfield Energy Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

15.

FINANCIAL RISK MANAGEMENT (CONTINUED)

INTEREST RATE RISK

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at June 30, 2025, the Company loan payable of US$9,885,055 is subject to interest rate risk. The loan payable incurs interest based on the SOFR plus 5.0% per annum, payable semi-annually in U.S. dollars. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%. If interest rates on the Company’s credit facility increased (decreased) by 100 basis points with all other variables held constant, finance costs on the credit facility would increase (decreased) by $134,743.

FOREIGN CURRENCY RISK

COMMODITY RISK

As at June 30, 2025, the Company has no contracts or agreements in place to mitigate these price risks.

16.

SUBSEQUENT EVENTS

Subsequent to the six months ended June 30, 2025, the Company received aggregate proceeds of $1,602,214 upon the exercise of 251,512 warrants exercisable at $6.375 per share and 200 warrants exercisable at $4.125 per share.

Subsequent to the six months ended June 30, 2025, a total of 81,806 warrants exercisable at $6.375 per share expired unexercised.

Page 22

Exhibit 4.5

LOGO

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

A)	GENERAL

This Management’s Discussion and Analysis of Anfield Energy Inc. (the “Company”, “Anfield” or “AEC”) is dated August 20, 2025 and provides an analysis of Anfield’s financial position and results of operations for the six months ended June 30, 2025 and subsequent period ended August 20, 2025. The following information should be read in conjunction with the condensed interim consolidated financial statements for the six months ended June 30, 2025, and related notes, which are available on SEDAR+ at www.sedarplus.com or at the Company’s website: www.anfieldenergy.com.

Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian dollars.

B)	CORPORATE PROFILE AND MISSION

The trend indicators for nuclear energy and the uranium sector are positive and point towards sustained increases in the uranium price — as is now called for by many uranium analysts. Notably, China has announced the expected construction of 150 nuclear plants by 2030, Japan has restarted a number of reactors and is preparing for further re-starts, Europe is attempting to wean itself off of Russian oil and gas, and further energy-related sanctions as a result of Russia’s attack on Ukraine may spill over to uranium ore and enrichment services. In addition, the global nuclear industry is moving forward strongly with 69 reactors currently being built, another 114 planned to come online in the next 10 years and hundreds more further back in the pipeline. Moreover, nuclear power is increasingly being seen as essential in providing new baseload electricity and meeting greenhouse gas emission targets. These developments, combined with the shuttering of producing mines and deferment or abandonment of many uranium projects in the current low-price environment, has likely created a uranium shortfall in in the near term. Anfield feels it is well positioned to benefit from the uranium market’s current prospects as it continues to advance its plans to create a vertically-integrated uranium entity.

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

C)	ACTIVITY HIGHLIGHTS - INCLUDING SUBSEQUENT EVENTS

CORPORATE

Subsequent period ended August 20, 2025

On August 1, 2025, the Company completed a share consolidation of its outstanding common shares on a 75-for-1 basis. The share and per share figures in this Management Discussion and Analysis have been retroactively adjusted to reflect this share consolidation.

During the six months ended June 30, 2025 the Company reported:

•

US$400,000 in cash paid on or before February 21, 2025 (paid on February 21, 2025);

•

Issuance of 169,726 common shares on or before February 21, 2025 (issued with a fair value of $763,768 on May 6, 2025);

•

The Company shall pay US$100,000 for each Extension Option that is exercised, with the Extension Option payments to be deducted from the One-Year Anniversary Payment.

•

US$1,000,000 in cash at the two-year anniversary of closing;

•

US$1,000,000 in cash at the three-year anniversary of closing; and

•

US$1,500,000 in cash at the four-year anniversary of closing.

On October 1, 2024, the Company entered into an Arrangement Agreement with IsoEnergy Ltd. (“IsoEnergy”) pursuant to which IsoEnergy was expected to acquire all of the issued and outstanding common shares of the Company by way of a court-approved plan of arrangement. On January 14, 2025, the Company terminated the proposed plan of arrangement with IsoEnergy.

On January 15, 2025, the Company issued 1,428,571 common shares at $10.50 per share to Uranium Energy Corp. (“UEC”) pursuant to a subscription agreement entered with UEC on January 14, 2025 for gross proceeds of $15,000,000.

On January 20, 2025, the Company repaid the promissory note the Company entered with IsoEnergy on October 1, 2024 as the proposed plan of arrangement with IsoEnergy was terminated.

Page 3

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

Benchmark Administration Limited plus 5% per annum, which fee shall be calculated monthly and paid in US dollars in arrears on the first day of each calendar month. The Company also agreed to grant UEC the right (the “Pre-Emptive Rights”), to subscribe for and to be issued up to such number of the Company’s common shares that will allow UEC to maintain its percentage ownership interest in the Company.

On March 11, 2025, HRI increased its performance bonds for reclamation with the U.S. Department of Energy to US$2,799,900.

On March 17, 2025, the Company entered into an amending agreement (the “Amending Agreement”) with Extract Advisors LLC (“Extract”) for the extension of an additional US$6,000,000 increase to the existing credit facility dated September 26, 2023 (the “Credit Facility”). In connection with the Amending Agreement, the Company issued 799,000 share purchase warrants to Extract (the “Facility Warrants”), with each such Facility Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $11.25 per share for a period ending on September 26, 2028. In addition, the Company paid an arrangement fee of $200,000 in consideration for the amendments.

On April 2, 2025, the Company announced it had appointed Ross McElroy to its Board of Directors.

On April 22, 2025, the Company announced that it had submitted both its listing application to the Nasdaq Stock Market LLC and the accompanying Form 20-F Registration Statement to the Securities Exchange Commission.

On May 6, 2025, the Company issued 169,726 common shares with a fair value of $763,768 pursuant to the agreement the Company entered into with Gold Eagle Mining Inc.

PROPERTIES

Artillery Peak Project

Shootaring Canyon Mill, Velvet Wood and Slick Rock Uranium Projects

BRS Report – Preliminary Economic Assessment (“PEA”)

The PEA indicates:

1) a pre-tax project internal rate of return (“IRR”) of 40% and a net present value (“NPV”) of US$238 million; and

2) a post-tax IRR of 33% and an NPV of $197 million, based on a discount rate of 8% and a uranium price of US$70 per pound, along with a vanadium price of US$12 per pound.

•

Total weighted-average Direct OPEX (i.e., between Velvet-Wood and Slick Rock) estimated at US$244 per ton of mined and processed material.

•

Average annual production of approximately 750,000 pounds of uranium and 2.5 million pounds of vanadium per year is estimated over the 15-year mine life.

Page 4

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

•

Shootaring Mill

The Shootaring Mill was licensed and constructed by Plateau Resources and operated in 1982. U.S. Energy and Uranium One were also previous owners of the Shootaring Mill. The mill has not been decommissioned and has been under care and maintenance since cessation of operations. The mill license has been maintained and Anfield has submitted its production reactivation plan for the Shootaring Canyon mill to the State of Utah’s Department of Environmental Quality (UDEQ). The plan addresses the updating the mill’s radioactive materials license from its current standby status to operational status and the increasing of both throughput capacity and the tripling of licensed production capacity.

Velvet-Wood

Page 5

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

resource), and 552,000 pounds of eU₃O₈, at a grade of 0.32% U₃O₈ (inferred resource) with a vanadium- to-uranium ratio of 1.4 to 1.

In May 2025, the U.S. Department of the Interior selected its Velvet-Wood uranium project in Utah for expedited permitting as part of the federal government’s national response to the energy emergency declared by President Donald J. Trump.

Slick Rock

Slick Rock is located in the Uravan Uranium Belt region of Colorado. The 2023 PEA estimates 1.7 million tons containing some 7.7 million pounds of U₃O₈, with a vanadium to uranium ratio of 6 to 1.

Project Economics

Page 6

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

NI 43-101 Disclosure

Surface Stockpiles

The West Slope Project

In June 2025, the Company filed a Notice of Intent (“NOI”), through its wholly owned subsidiary Highbury Resources Inc., with the Colorado Division of Reclamation, Mining and Safety (“DRMS”), to begin a 20- hole, 8,000-foot rotary drill program at the existing JD-7 open pit mine in Montrose County, Colorado. The purpose of the in-field exploratory drilling program is to expand Anfield’s hub-and-spoke uranium and vanadium production model. The program will: 1) collect geologic information related to uranium mineralization in multiple sandstone hosted deposits throughout the area; 2) confirm the existing pit resources; and 3) confirm the extent and location of underground uranium and vanadium resources. The JD-7 open pit mine has had historical production of 12,411 tons consisting of 46,280lbs uranium at an average grade of 0.186% U3O8 and 125,410lbs vanadium at an average grade of 0.504% V2O5.

Page 7

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

The current mineral resources are estimated as follows:

DOE

Lease

Tons

Uranium

Grade

% U₃O₈

Indicated Mineral
Resource Contained
Uranium

(lbs U₃O₈)

Vanadium Grade
(%V₂O₅)

Inferred Mineral
Resource Contained
Vanadium

(lbs V₂O₅)

C-JD-7

865,000

0.196

3,385,000

0.98

16,925,000

(Source: US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, AND JD-9, Montrose County, Colorado, USA, NI 43-101 Mineral Resource, Utah USA; Author: BRS, Inc.; Date: 25/2/2022).

National Instrument 43-101 disclosure

Frank M Deposit

The Frank M deposit, located approximately 12 km north of the Shootaring Canyon Mill, has a historic indicated mineral resource estimate of 2.2 million pounds of U3O8 at a grade of 0.101% U3O8.

Classification

Tons

Average Grade

% U₃O₈

Pounds U₃O₈

Historic indicated

1,095,000

0.101

2,210,000

(Source: Frank M Uranium Project, 43-101 Mineral Resource Report, Garfield County, Utah USA; Author: BRS, Inc.; Date: 8/10/2008).

The Company intends to work with the same group to complete sufficient verification drilling at Frank M to bring the historical estimate to a current Indicated Mineral Resource.

Page 8

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

Findlay Tank Breccia Pipe

Findlay Tank

The Findlay Tank breccia pipe project, located in Arizona, has a historical inferred mineral resource estimate of 954,000 pounds at a grade of 0.227% U3O8.

Classification

Tons

Average Grade

% U₃O₈

Pounds

U₃O₈

Historic inferred

211,000

0.227

954,000

The above historical inferred mineral resource was obtained using a grade cutoff of 0.05% eU3O8, with a minimum grade thickness of 0.50.

During the year ended December 31, 2017, the Company impaired the Findlay Tank project, as no more work is planned for this property. As a result, the Company recorded an impairment of $41,064.

(Source: Findlay Tank SE Breccia Pipe Uranium Project, Mohave County, Arizona USA 43-01 Mineral Resource Report; Author: BRS, Inc.; Date: 10/2/2008.)

The Company intends to work with the same group to complete sufficient verification drilling to bring the historical estimate to a Current Mineral Resource.

Newsboy Gold Project

Using available data and a cut off grade of 0.02opt Au, NAEG estimated a total in-situ resource of 5.3Mt in the following categories:

A Measured resource of 2.533Mt at 0.05opt Au and 0.87opt Ag for a total of 127,000oz Au and 2,196,000oz Ag;

An Indicated resource of 1.076Mt at 0.04opt Au and 0.44opt Ag for a total of 43,000oz Au and 471,000oz Ag; and

Page 9

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

An Inferred resource of 1.719Mt at 0.038opt and 0.45opt Ag for a total of 65,000oz Au and 765,000oz Ag

Douglas L. Beahm, P.E., P.G. has approved the scientific and technical disclosure, relating to the Newsboy Gold Project, in the news release. He is a Qualified Person as defined in NI 43-101.

Results of Operations

SUMMARY OF EXPLORATION ACTIVITIES

The following exploration and evaluation expenditures were included in comprehensive loss for the six months ended June 30, 2025 and 2024 are as follows:





	Uranium Properties		Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total


Consulting	$	213,377	$	810,709	$	–	$	–	$	–	$	1,024,086
Sundry field		79,208		10,108		–		–		–		89,316
Sampling, assaying		125,727		41,189		–		–		–		166,916
License, filing and insurance		919,456		212,462		19,033		–		292		1,151,243
Lease and royalty		342,695		289,621		–		–		–		632,316
Property tax		–		44,635		–		–		–		44,635
Drilling		91,755		11,874		–		–		–		103,629


Total for the six months ended June 30, 2025	$	1,772,218	$	1,420,598	$	19,033	$	–	$	292	$	3,212,141

Page 10

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025


	Uranium Properties			Highbury		Newsboy Gold		Artillery Peak		Clay Borrow		Total
Consulting	$	234,399		$	574,070	$	–	$	–	$	–	$	808,469
Sundry field		37,871			4,300		–		–		–		42,171
Sampling, assaying		99,296			1,533		–		–		–		100,829
License, filing and insurance		844,882			56,610		15,132		41,361		9,607		967,592
Lease and royalty		162,268			276,439		–		–		–		438,707
Property tax		(79	)		–		–		–		–		(79)


Total for the six months ended June 30, 2024	$	1,378,637		$	912,952	$	15,132	$	41,361	$	9,607	$	2,357,689

D)	SELECTED FINANCIAL INFORMATION

Operational results reflect overhead costs incurred for exploration and evaluation asset acquisitions and associated exploration expenses as well as other regulatory expenses incurred by the Company.

General and administrative costs can be expected to fluctuate relationally with acquisitions, exploration and operations.

SUMMARY OF QUARTERLY RESULTS



	June 30, 2025		March 31, 2025		December 31, 2024		September 30, 2024
Revenues		-		-		-		-
Net income (loss) for period		(4,328,083)		(2,767,838)		(4,154,321)		(2,438,824)
Income (loss) per share, basic and diluted		(0.28)		(0.18)		(0.30)		(0.18)
Working capital (deficit)		10,873,434		14,181,256		(5,304,666)		(2,410,003)



	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023
Revenues		-		-		-		-
Net income (loss) for period		(2,700,069)		(2,152,438)		16,916,355		(1,510,904)
Income (loss) per share, basic and diluted		(0.20)		(0.16)		1.33		(0.14)
Working capital (deficit)		180,992		1,688,824		3,623,231		(46,036)

Page 11

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

E)	ANALYSIS OF OPERATIONS

Comparison between the three months ended June 30, 2025 and 2024


	2025		2024


Depreciation	$	979	$	968
Exploration and evaluation expenditures		1,922,805		1,307,006
General and administrative		1,146,602		964,683
Shareholder communications		47,036		25,514
Loss (gain) on foreign exchange		645,057		(51,041)


Total operating expenses	$	3,762,479	$	2,247,130

Exploration and evaluation expenditures increased by $615,799 mainly due to an increase of $267,136 in consulting expense, an increase of $100,731 in lease and royalty payments, an increase of $141,836 in license, filing and insurance expense, and an increase of $65,122 in sampling expense.

General and administrative expenses increased by $181,919 mainly due to an increase of $79,649 in legal fees, an increase of $153,548 in listing expense, an increase of $131,181 in indemnification support fee, an increase of $52,500 in director’s fees and offsetting by a decrease of $110,804 in marketing expense, a decrease of $23,406 in consulting fees and a decrease of $53,529 in general office expenses.

Shareholder communications increased by $21,522 as a result of increased investor engagement.

The foreign exchange amounts arose from the restating of US dollar-denominated cash, payables and loan balances due to the fluctuation of the Canadian dollar.

Comparison between the six months ended June 30, 2025 and 2024


	2025		2024


Depreciation	$	1,994	$	1,922
Exploration and evaluation expenditures		3,212,141		2,357,689
General and administrative		2,146,198		1,898,283
Shareholder communications		84,195		76,150
Loss (gain) on foreign exchange		669,215		(140,314	)


Total operating expenses	$	6,113,743	$	4,193,730

Exploration and evaluation expenditures increased by $854,452 mainly due to an increase of $215,617 in consulting, an increase of $103,629 in drilling expense, an increase of $44,714 in property tax, an increase of $193,609 in lease and royalty payments, an increase of $183,651 in license, filing and insurance expense, and an increase of $66,087 in sampling expense.

General and administrative expenses increased by $247,915 mainly due to an increase of $259,286 in legal fees, an increase of $188,127 in listing expense, an increase of $28,079 in accounting and audit fees, an increase of $140,785 in indemnification support fee, an increase of $105,000 in director’s fees and offsetting by a decrease of $144,350 in marketing expense, and a decrease of $240,819 in consulting fees.

Shareholder communications increased by $8,045 as a result of increased investor engagement.

The foreign exchange amounts arose from the restating of US dollar-denominated cash, payables and loan balances due to the fluctuation of the Canadian dollar.

Page 12

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

F)	LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2025, the Company had working capital of $10,873,434 as compared to working capital deficit of $5,304,666 at December 31, 2024.

G)	OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance arrangements.

H)	TRANSACTIONS WITH RELATED PARTIES

RELATED PARTY BALANCES

As at June 30, 2025, an amount of $400,486 (December 31, 2024 - $223,489) was owed to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

As at June 30, 2025, an amount of $14 (December 31, 2024 - $14) was recorded in prepaid expenses for advances to a director of the Company for future consulting fees and property expenditures.

RELATED PARTY TRANSACTIONS

The Company incurred the following transactions with companies that are controlled or managed by directors of the Company:




	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024
Consulting fees (i)	$	12,900	$	12,900	$	25,800	$	25,800
Consulting and professional fees (ii)		361,778		–		529,365		–
	$	374,678	$	12,900	$	555,165	$	25,800

The Company has identified its directors and certain senior officers as its key management. Key management compensation during the six months ended June 30, 2025 and 2024, are as follows:




	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024
Consulting fees and management bonus (i)	$	309,978	$	229,415	$	650,141	$	458,240
Director’s fees and audit committee fees (i)		57,500		–		110,000		–
Legal fees (i)		62,260		61,589		126,884		122,279
Auto and rent expense (ii)		43,899		12,318		58,978		24,456
	$	473,637	$	303,322	$	946,003	$	604,975

Page 13

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

(i)	These expenses are included in general and administrative expenses in the condensed interim consolidated statements of comprehensive loss.

(ii)	These expenses are included in exploration and evaluation expenditures in the condensed interim consolidated statements of comprehensive loss.

I)	CONTROLS AND PROCEDURES

J)	AUTHORIZED SHARE CAPITAL

Unlimited share capital with no par value.

As at August 20, 2025, the Company had the following common shares, stock options and warrants outstanding:



	Number		Exercise Price		Expiry Date
Common Shares		15,646,532		N/A	N/A
Options		1,219,571	$	7.50 to $9.00	August 28, 2025 to October 6, 2028
Warrants		4,965,649	$	7.13 to $13.50	December 21, 2025 to September 26, 2028
Total diluted shares outstanding		21,831,752

K)	CHANGES TO ACCOUNTING POLICIES

Accounting standards not yet effective

In April 2024, the IASB issues IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), which will replace IAS 1 and includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in the financial statements. IFRS 18 will introduce new totals, subtotals, and categories for income and expenses in the statement of income, as well as requiring disclosure about management-defined performance measures and additional requirements regarding the aggregation and disaggregation of certain information. It will be effective on January 1, 2027, with earlier adoption permitted, and it must be adopted on a retrospective basis. The Company is currently evaluating the impact on its financial statements.

Page 14

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

L)	COMMITMENTS AND CONTINGENCIES

COMMITMENTS

As at the date of this report, the Company had no commitments other than those mentioned in the condensed interim consolidated financial statements and described in the exploration and evaluation assets note in the condensed interim consolidated financial statements.

CONTINGENCIES

CRITICAL

ACCOUNTING ESTIMATES

Significant areas requiring the use of critical accounting estimates include the recoverability of the carrying value of property and equipment and exploration and evaluation assets, fair value measurements for financial instruments and share-based compensation and other equity-based payments, the recognition and valuation of provisions for restoration and environmental liabilities, and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.

M)	RISKS AND UNCERTAINTIES

1.	Financial risks

Page 15

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

institution. The Company has secondary exposure to credit risk on its receivables. The receivables consists of refundable good and services tax from the government. Credit risk is assessed as low.

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. The Company’s expected source of cash flow in the upcoming year will be through equity financings. As at June 30, 2025, the Company had working capital of $10,873,434 (December 31, 2024 – working capital deficit of $5,304,666). Liquidity risk is assessed as low.

Foreign exchange risk is the risk arising from changes in foreign currency fluctuations. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency rates. The foreign currency risk for the Company is low as the foreign currencies held are in the functional currency of the entities. A 10% change in the US dollar will affect profit/loss by approximately $1,429,748.

At June 30, 2025, the Company had accounts payable and accrued liabilities of $661,396 (December 31, 2024 – $1,651,411). The Company’s current liabilities are due on demand and have a term of less than 1 year. The loan payable is due on September 26, 2028.

2.	Exploration and Mining Risks

Page 16

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The Company has no producing mines at this time. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. The transfer application is the first step in the process of restarting the Shootaring Mill.

3.	Development Risks

4.	Loss of Interest in and Value of Properties

5.	Financing Risks

6.	Uranium Price

7.	Uninsurable Risks

Page 17

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

8.	Environmental and Other Regulatory Requirements

9.	No Assurance of Titles, Boundaries or Surface Rights

10.

Permits and Licenses

11.

Inability to Meet Cost Contribution Requirements

12.

Reliance on Key Personnel

Page 18

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

CONFLICTS OF INTEREST

Forward Looking Statements

Page 19

Anfield Energy Inc.

Management Discussion and Analysis

FOR THE SIX MONTHS ENDED JUNE 30, 2025

AND THE SUBSEQUENT PERIOD ENDED AUGUST 20, 2025

N)	ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca or at the Company’s website: www.anfieldenergy.com.

Page 20

Exhibit 4.6

INFORMATION CIRCULAR

as at May 7, 2025

(except as otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of ANFIELD ENERGY INC. (the “Company”) for use at the Annual General and Special Meeting (the “Meeting”) of its shareholders to be held on June 13, 2025 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to “the Company”, “we” and “our” refer to ANFIELD ENERGY INC. “Common Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to Beneficial Shareholders of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a)

each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

(b)

any amendment to or variation of any matter identified therein, and

(c)

any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered shareholders (“Registered Shareholders”) may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

(a)

completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Trust Company of Canada, by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

(b)

using a touch-tone phone to transmit voting choices to a tollfree number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the tollfree number, the holder’s account number and the proxy access number; or

(c)

using the internet through the website of the Company’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”). In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) from our transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both Registered Shareholders and Beneficial Shareholders of the securities of the Company. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

The Company has not adopted the notice and access procedure described in NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations to distribute its proxy-related materials to the Registered Shareholders and the Beneficial Shareholders. In addition, the Company has not agreed to pay to distribute the proxy-related materials to the OBOs and, unless the intermediaries acting for such OBOs agree to assume the cost of such delivery, OBOs will not receive the proxy-related materials for the Meeting.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the Internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend and to vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

(a)

executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the

Registered Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Trust Company of Canada, or

(b)

executing an instrument in writing that is received at the registered office of the Company (at 2200 – 885 West Georgia Street, Vancouver, B.C. V6C 3E8), at any time up to and including the last business day before the day set for the holding of the Meeting or if adjourned meeting, at any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(c)

personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein. Directors and Named Executive Officers may, however, be interested in the approval of the Company’s stock option plan as detailed herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed May 7, 2025 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares of the Company are listed for trading on the TSX Venture Exchange (the “TSXV”). The authorized capital of the Company consists of an unlimited number of Common Shares. As of May 7, 2025, there are 1,154,101,954 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, the following individual or corporation beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common of the Company as at May 7, 2025, as follows:


Shareholder Name	Number of Common Shares Held	Percentage of Issued Common Shares

enCore Energy Corp.	170,000,000	14.89%

Extract Capital Master Fund Ltd.	127,308,797	11.15%

Uranium Energy Corp.	203,415,775	17.82%

The audited financial statements of the Company for its fiscal year ended December 31, 2024, the report of the auditor and related management discussion and analysis were filed on SEDAR+ at www.sedarplus.ca on April 9, 2025, and with the securities commissions or similar regulatory authority in Alberta and British Columbia.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

Advance Notice Policy

On August 7, 2013, the Board adopted, and on September 11, 2013 the Shareholders approved, an advance notice policy for the purpose of providing shareholders, directors and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special meeting of shareholders.

The purpose of the advance notice policy is to (i) ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) facilitate an orderly and efficient process for annual or, where the need arises, special meetings of shareholders of the Company. The advance notice policy fixes the deadlines by which shareholders of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a written notice to the Company for any director nominee to be eligible for election at such annual or special meeting of shareholders.

The following is a brief summary of certain provisions of the advance notice policy, and the full text of the policy is available for review on SEDAR+ at www.sedarplus.ca.

Other than pursuant to (i) a proposal made in accordance with the Business Corporations Act (British Columbia) (the “Act”), or (ii) a requisition of the shareholders made in accordance with the provisions of the Act, shareholders of the Company must give advance written notice to the Company of any nominees for election to the board of directors.

The advance notice policy fixes a deadline by which shareholders of the Company must submit, in writing, nominations for directors to the Corporate Secretary of the Company prior to any annual or special meeting of shareholders, and sets forth the specific information that such shareholders must include with their nominations in order to be effective. Only persons who are nominated in accordance with the advance notice policy are eligible for election as directors of the Company.

For an annual meeting of shareholders, notice to the Company must be not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date less than 40 days after the date on which the first public announcement of the date of such annual meeting was made, notice may be given not later than the close of business on the 10^th day following such public announcement.

4.	For a special meeting of shareholders (that is not also annual meeting), notice to the Company must be given not later than the close of business on the 15^th day following the day on which the first public announcement of the date of such special meeting was made.

The time periods for giving notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting and/or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders, or the reconvening of any adjourned or postponed meeting of shareholders, or the announcement thereof, commence a new time period for the giving of notice as described above.

For the purposes of the advance notice policy, “public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on SEDAR+ at www.sedarplus.ca.

The Board may, in its sole discretion, waive any provision or requirement of the advance notice policy.

ELECTION OF DIRECTORS

The size of the Board of the Company is currently determined at eight. Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be determined at five.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the Act, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management’s nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at May 7, 2025.


Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled ⁽¹⁾

Ken Mushinski Chairman, Director Texas, USA	September 9, 2022	2,380,000

Corey Dias ⁽²⁾ Chief Executive Officer and Director Ontario, Canada	November 5, 2012	19,204,240

Laara Shaffer, Chief Financial Officer and Director ⁽³⁾ British Columbia, Canada	May 15, 2023	Nil

Joshua D. Bleak ⁽²⁾ Director Arizona, USA	December 15, 2010	20,944,208

Donald Falconer ⁽³⁾ Director Ontario, Canada	June 11, 2014	25,000

John Eckersley Director Utah, USA	July 2, 2019	1,692,162

Stephen Lunsford ⁽²⁾ ⁽³⁾ Director Wyoming, USA	May 23, 2018	100,000

Ross McElroy Director British Columbia, Canada	March 27, 2025	500,000

Notes:

(1)	The information as to position and principal business and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

(2)	Member of the audit committee.

(3)	Member of the compensation committee.

Occupation, Business or Employment of Director Nominees

The disclosure sets out each nominee’s principal occupation, business or employment within the five preceding years. The information as to principal occupation, business or employment is not within the knowledge of management of the Company and has been furnished by the respective nominees.

Ken Mushinski is the Chairman and director of the Company and is currently President and Chief Executive Officer of Rare Element Resources. Previously, Mr. Mushinski served as President for Cotter Corporation, Chairman of both technology developer Diazyme Shanghai and chemical manufacturer Miltec Inc. and as a management committee member for the Honeywell/General Atomics ConverDyn partnership. Mr. Mushinski’s responsibilities at the above entities included identifying, negotiating and executing with regard to mergers and acquisitions; operational and financial planning of uranium operations, including sales, marketing and contracting, budgeting, scheduling; and regulatory affairs, including governmental interactions, licensing, permitting, reclamation and decommissioning. Mr. Mushinski holds both a Master of Business Administration and Bachelor of Science, Mechanical Engineering, Summa Cum Laude, from San Diego State University.

Corey Dias is Chief Executive Officer and a director of the Company. Mr. Dias has over twenty years of experience in capital markets and has many years of experience in strategic consulting with a major U.S. management consulting firm. Mr. Dias began his capital markets career in institutional equity research at CIBC in the Canadian Telecommunications sector and has gained further equity research and equity sales experience in other sectors including mining and at other boutique investment firms. Mr. Dias was Vice President at Fortress Investment Group, a major U.S. based hedge fund, where he was involved in the management of a $400 million investment portfolio. Mr. Dias was also a management consultant in the Stockholm office of The Monitor Group., a U.S. based strategy-consulting firm. Mr. Dias holds a Master of Business Administration from the Richard Ivey School of Business at the University of Western Ontario.

Joshua D. Bleak is a director of the Company and was President of the Company from December 15, 2010 to August 30, 2012 and was Chief Executive Officer of the Company from August 30, 2012 to February 21, 2013. Mr. Bleak is a fourth-generation miner from an Arizona mining family that has developed gold, silver, copper and uranium properties throughout the southwestern U.S. He was the Chief Executive Officer of Passport Potash Inc. (“Passport Potash”), a reporting issuer on the TSXV. Mr. Bleak was previously President of American Energy Fields, Inc., a U.S. publicly-traded uranium company. Currently he serves as a director for a number of Canadian junior mining exploration companies and is President of North American Environmental Corp., a consulting company specializing in mining project management, permitting, lobbying and land tenure.

Donald Falconer is a director of the Company and has over 35 years of experience in the uranium and nuclear utility sectors. He holds a Master in Environmental Studies from York University. His experience in the private sector includes positions with a number of prominent uranium companies, including Southern Cross Resources (the predecessor of Uranium One), Uranium One and Aurora Energy Resources, where he focused primarily on uranium marketing and sales. In addition, Mr. Falconer has over 16 years of Board experience with publicly traded companies in various roles, including Energy Fuels (Director), Southern Cross Resources (Director and Corporate Secretary) and AusAmerican Mining (Chairman and Director). Finally, Mr. Falconer spent 7 of his 20 years with Ontario Hydro in its Nuclear Division.

John Eckersley is a director of the Company and an attorney who was been practicing since 1999. His legal practice focuses on securities compliance, corporate governance and estate planning. Mr. Eckersley served as Executive Vice President and Corporate Counsel of Passport Potash Inc. from 2010 to 2015 and as a director from 2011 to 2015. Mr. Eckersley served as a director of Silver Horn Mining Ltd. From 2011 to 2013. Mr. Eckersley was CEO, CFO, President, Corporate Secretary and a director of Scorpion Resources Inc., a capital pool company, from 2014 to 2016. Mr. Eckersley received his B.S. and his Juris Doctorate from the University of Utah.

Stephen Lunsford is a Director of the Company and has 40+ years working as a geologist in the uranium industry. His experience includes working as field geologist, senior geologist, chief geologist, and evaluation geologist in both exploration and production settings. His specialties have included database design and maintenance, sandstone uranium deposit mapping, reserve and resource estimation, ISR wellfield design, production modeling and reporting of actual production. His labors as a registered professional geologist (PG-1344 WY) have mostly involved Wyoming projects (ex: the Charlie Project) however, projects were also located in neighboring states as well as Kazakhstan and Turkey. While performing as chief geologist at the Smith Ranch- Highland uranium mine located in Converse County Wyoming, and later as evaluation geologist, he was the NI 43-101/JORC Qualified Person for Cameco Resources.

Laara Shaffer is the Chief Financial Officer and Director of the Company and has been a corporate management specialist with regulatory and public company reporting experience with several publicly-traded companies during the last 35 years.

Ross McElroy is a professional geologist bringing more than 38 years of mining industry experience both in operation and corporate capacities, involved with major, mid-tier and junior mining and exploration companies. As a very successful exploration geologist, he has been a key member in the discoveries of numerous world-class uranium and gold orebodies, several of which have been advanced to development and mining operations. Mr. McElroy specializes in the exploration and development phases of projects. For the past 15 years, he has served on the boards of several publicly listed and private companies, as both an independent and executive director. His most recent executive role was as President and CEO of Fission Uranium Corp., a company of which he was a co-founder, and where under his leadership as CEO the company eliminated its debt and raised ~$200M in equity finance and where he ultimately navigated the $1.14B sale of Fission Uranium Corp to Paladin Energy in December 2024. Mr. McElroy holds a Bachelor’s Degree in Science, with a Specialization in Geology from the University of Alberta and is a registered professional geologist in Saskatchewan, British Columbia, Nunavut and the Northwest Territories.

Cease Trade Orders and Bankruptcy

No proposed director is, as at the date of this Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company in respect of which the information circular is being prepared) that:

(a)

was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)

was subject to a cease trade or similar order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

No proposed director is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director or executive officer of any company (including the Company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager of trustee appointed to hold its assets.

No proposed director has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold the assets of the proposed director.

Penalties and Sanctions

No proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITOR

Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, Suite 1500 – 1140 West Pender Street, Vancouver, British Columbia V6E 4G1 will be nominated at the Meeting for reappointment as auditor of the Company at a remuneration to be fixed by the directors.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee’s Charter

The audit committee has a charter. A copy of the Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The members of the audit committee are Joshua Bleak (Chairman), Corey Dias, and Stephen Lunsford. Mr. Lunsford is the independent member of the audit committee. Messrs. Dias and Bleak are not independent members of the audit committee as they are officers of the Company. All members are considered to be financially literate.

Relevant Education and Experience of the Audit Committee

The current members of the audit committee either have university, college level education or extensive business and financial experience. See disclosure under “Occupation, Business or

Employment of Nominees”.

Each of the members of the audit committee has:

•

an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

•

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and

•

an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Dale Matheson Carr-Hilton LaBonte LLP.

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

The Company’s auditor, Dale Matheson Carr-Hilton LaBonte LLP has not provided any material non-audit services.

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on exemptions in relation to “De Minimis Non-audit Services” or any exemption provided by Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

See the Audit Committee Charter for the adoption of specific policies and procedures for the engagement of non-audit services.

Pursuant to the terms of the Audit Committee Charter, the Audit Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor.

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audited services provided by Dale Matheson Carr-Hilton LaBonte LLP to the Company to ensure auditor independence. Fees incurred with Dale Matheson Carr-Hilton LaBonte LLP for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table:


Nature of Services	Estimated Fees Paid to Auditor in Year Ended December 31, 2024	Fees Paid to Auditor in Year Ended December 31, 2023

Audit Fees ⁽¹⁾	$140,000 Est.	$145,000

Audit-Related Fees ⁽²⁾	Nil	Nil

Tax Fees ⁽³⁾	$19,000	$18,400

All Other Fees ⁽⁴⁾	Nil	Nil

Total	$159,000	$163,400

Notes:

(1)

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include 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 employee benefit audits, 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 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 all other non-audit services.

Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its audit committee and in respect of its reporting obligations under NI 52-110 for the year ended December 31, 2024. This exemption exempts a “venture issuer” from the requirement to have 100% of the members of its audit committee independent, as would otherwise be required by NI 52-110.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management in several ways, including retaining independent consultants where it deems necessary, and by reviewing corporate developments with larger shareholders, analysts and potential industry partners.

The independent members of the Board are Don Falconer, Ross McElroy, Ken Mushinski and Stephen Lunsford. Fifty percent of the Board is independent.

Directorships


Name of Director	Name of Reporting Issuer	Exchange Listed

Kenneth Mushinski	Rare Element Resources Ltd	OTCM

Laara Shaffer	Boreal Gold Inc.	CSE

Ross McElroy	Trident Resources Corp (formerly Eros Resources Corp) Homeland Uranium Corp (formerly Valleyview Resources Ltd.)	TSXV TSXV

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties and business and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

The Company does have an Advance Notice Policy for the nomination of directors which policy can be viewed at www.sedarplus.ca.

Compensation

The Compensation Committee consists of Don Falconer (Chairman), Stephen Lunsford and Laara Shaffer.

Other Board Committees

The Board has no other committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

In this section “Named Executive Officer” (an “NEO”) means the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at December 31, 2024 and whose total compensation was in excess of $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at December 31, 2024.

Ken Mushinski, Chairman, Corey Dias, CEO, Joshua Bleak, Douglas Beahm, COO and Laara Shaffer, CFO, are the NEOs of the Company for the purposes of the following disclosure.

Compensation Discussion and Analysis

The overall objective of the Company’s compensation strategy is to offer medium-term and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest caliber and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the CEO, if any, in this regard. The Company currently has medium-term and long-term compensation components in place, and intends to further develop these compensation components. The objectives of the Company’s compensation policies and procedures are to align the interests of the Company’s employees with the interests of the Company’s shareholders. Therefore, a significant portion of the total compensation is based upon overall corporate performance.

The Company does have in place a compensation committee but not a nominating committee. All tasks related to developing and monitoring the Company’s approach to the compensation of officers of the Company is conducted by the Compensation Committee, while the developing and monitoring the Company’s approach to the nomination of directors to the Board is performed by the members of the Board.

The Company chooses to grant stock options to NEOs to satisfy the long-term compensation component. The Board may consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is discretionary, depending on, among other factors, the financial performance of the Company and the position of a participant. The Board considers that the payment of such discretionary annual cash bonuses satisfies the medium-term compensation component. In the future, the Board may also consider the grant of options to purchase common shares of the Company with longer future vesting dates to satisfy the long-term compensation component.

The Compensation Committee has provided recommendations to the Board, and the Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors has purchased such financial instruments.

Stock Option Plans and Other Compensation Plans

The Company previously adopted a Share Option Plan dated for reference May 26, 2014 (the “Option Plan”), pursuant to which the board of directors (the “Board”) may grant options (“Options”) to purchase common shares of the Company to NEOs, directors, officers and employees of the Company of affiliated corporations and consultants retained by the Company. Under the Option Plan, a maximum of 10% of the issued and outstanding Common Shares of the Company are to be reserved at any point in time for issuance on the exercise of stock options.

On November 24, 2021, the TSX Venture Exchange (“TSXV”) adopted a new Policy 4.4 – Security Based Compensation (“Policy 4.4”) which governs security-based compensation. The changes to Policy 4.4 generally relate to the expansion of the policy to cover a number of types of security- based compensation in addition to stock options.

At this years’ meeting, shareholders will be asked to approve adoption of a new form of compensation plan (the “Compensation Plan”) with an effective date of June 13, 2025, to replace its existing Option Plan. The Compensation Plan allows for the Company to issue stock options, deferred share units (“DSUs”) and restricted share units (“RSUs”) to purchase common shares of the Company to NEOs, directors, officers and employees of the Company or affiliated corporations and to consultants retained by the Company (collectively “Eligible Persons”).

For details of the Compensation Plan, see “Particulars of Matters to be Acted Upon – Approval of Compensation Plan” below.

The purpose of the Option Plan is to attract, retain, and motivate NEOs, directors, employees and other service providers by providing them with the opportunity, through options, to acquire an interest in the Company and benefitfrom the Company’s growth. Under the Option Plan, the maximum number of Common Shares reserved for issuance, including Options currently outstanding, is equal to 10% of the Shares outstanding from time to time (the “10% Maximum”) when combined with any other share-based compensation arrangements in place. The 10% Maximum is an “evergreen” provision, meaning that, following the exercise, termination, cancellation or expiration of any Options, a number of Common Shares equivalent to the number of options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respectof future Option grants.

The number of Common Shares which may be the subject of Options on a yearly basis to any one person cannot exceed 5% of the number of issued and outstanding Shares at the time of the grant. Options may be granted to any employee, officer, director, consultant, affiliate or subsidiary of the Company exercisable at a price which is not less than the market price of common shares of the Company on the date of the grant. The directors of the Company may, by resolution, determine the time period during which any option may be exercised (the “Exercise Period”), provided that the Exercise Period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. All Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee’s employment, office or position as director, if terminated for just cause; (c) 90 days (or such other period of time as permitted by any rule or regulation of such exchange on which the Common Shares may be listed) following the date of termination of an optionee’s position as a director or NEO, if

terminated for any reason other than the optionee’s disability or death; (d) 30 days following the date of termination of an optionee’s position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee’s disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Option.

Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized to provide for the granting of Options and the exercise and method of exercise of options granted under the Option Plan.

There are presently 89,117,828 Options outstanding under the current Option Plan, 58.36% of which are held by NEOs or directors of the Company.

Summary Compensation Table

Particulars of compensation paid to each NEO during the three most recently completed financial years ended December 31, 2024, 2023 and 2022 is set out in the summary compensation table below and expressed in Canadian dollars, unless otherwise noted:

Name and
Principal
Position

Year

Salary

⁽²⁾

Share-
based
Awards

⁽³⁾

Option-
based
Awards

⁽⁴⁾

Non-equity
Incentive Plan
Compensation ⁽¹⁾

Pension

Value

All Other
Compensation

⁽⁵⁾

Total
Compensation

Annual
Incentive
Plans

Long-
term
Incentive

Plans

($)

Ken Mushinski

2024

342,601

Nil

342,601

Chairman

2023

202,657

Nil

422,861

Nil

625,518

2022

84,650

Nil

511,565

Nil

135,440

731,655

Corey Dias

2024

375,000

Nil

375,000

CEO

2023

300,000

Nil

422,861

Nil

305,000

1,027,861

2022

300,000

Nil

447,620

Nil

681,867

1,429,487

Joshua Bleak,

2024

395,600

Nil

395,060

Director⁽⁶⁾

2023

270,000

Nil

422,861

Nil

307,196

1,000,057

2022

270,000

Nil

447,620

Nil

681,867

1,399,487

Laara Shaffer

2024

51,600

Nil

51,600

CFO

2023

51,600

Nil

113,847

Nil

84,800

250,247

2022

51,600

Nil

127,891

Nil

51,000

233,342

Douglas Beahm COO

2024

204,514

Nil

204,513

Notes:

(1)	“Non-equity Incentive Plan Compensation” includes all compensation under an incentive plan or portion of an incentive plan that is not an equity incentive plan.

(2)	The value of perquisites including property or other personal benefits provided to an NEO that are generally available to all employees, and that in the aggregate are worth less than $50,000, or are worth less than 10% of an NEO’s total salary for the financial year are not reported herein.

(3)

“Share-based Awards” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

(4)

“Option-based Awards” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features. The grant date value of the option-based award was determined using the Black-Scholes option-pricing model, with the following assumptions: Expected dividend yield 0%; Volatility 144%-148%; risk free interest rate 1.56%-1.63% and Expected life 5 years.

(5)	Represents bonuses paid.

(6)	Joshua Bleak is the President of each of the Company’s U.S. subsidiaries and was reimbursed for auto expenses of $49,338 and for office rent of $8,223.

For compensation related to previous years, please refer to the Company’s information circulars available at www.sedarplus.ca.

Outstanding Share-based Awards and Option-based Awards

The following table sets forth the share-based awards and option-based awards outstanding as of December 31, 2024, for each NEO:


	Option-based Awards
Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options ⁽¹⁾
	(#)	($)	(M/D/Y)	($)
Ken Mushinski	6,500,000	$0.10	Oct. 6, 2028	N/A
Ken Mushinski	7,000,000	$0.10	Sept. 20, 2027	N/A
	6,500,000	$0.10	Oct. 6, 2028	N/A
Corey Dias	6,125,000 2,625,000	$0.10 $0.12	Sept. 20, 2027 August 27, 2026	N/A N/A
	1,750,000	$0.10	August 28, 2025	N/A
	6,500,000	$0.10	Oct. 6, 2028	N/A
Joshua Bleak	6,125,000 2,625,000	$0.10 $0.12	Sept. 20, 2027 August 27, 2026	N/A N/A
	1,750,000	$0.10	August 28, 2025	N/A
	1,750,000	$0.10	Oct. 6, 2028	N/A
Laara Shaffer	1,750,000 1,000,000	$0.10 $0.12	Sept. 20, 2027 August 27, 2026	N/A N/A
	500,000	$0.10	August 28, 2025	N/A

Notes:

(1)	The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the Exchange on December 31, 2024. The closing price of the common shares on December 31, 2024 year end was $0.085.

(2)	These options are registered in the name of Timeline Filing Services Ltd., a company controlled by Ms. Shaffer.

Incentive Plan Awards – Value Vested or Earned During the Year

An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period. An “incentive plan award” means compensation awarded, earned paid, or payable under an incentive plan.

The following table sets out the value vested or earned under incentive plans during the year ended December 31, 2024, for each NEO:


Name	Option-based awards – Value vested during the year ⁽¹⁾	Share-based awards – Value vested during the year ⁽²⁾	Non-equity incentive plan compensation – Value earned during the year ⁽³⁾
	($)	($)	($)

Ken Mushinski	Nil	Nil	Nil

Corey Dias	Nil	Nil	Nil

Joshua Bleak	Nil	Nil	Nil

Laara Shaffer	Nil	Nil	Nil

Douglas Beahm	N/A	N/A	N/A

Notes:

(1)	Value vested during the year is calculated by subtracting the market price of the Company’s Common Shares on the date the option vesting (being the closing price of the Company’s Common Shares on the TSXV on the

last trading day prior to the vesting date. Options vest on the date of grant. Accordingly, the in-the money value of the stock options at the time of vesting was $nil.

(2)	The Company did issue any share-based awards to its NEOs during the fiscal year ended December 31, 2024.

(3)	The Company does not provide a non-equity incentive plan to its NEOs.

For more information about option-based awards, see “Particular of Matters to be Acted Upon – Share Option Plan”.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has contracts, that provide for payments to Corey Dias, Joshua Bleak and Kenneth Mushinski, NEOs, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the NEO’s responsibilities, and which are described as follows:

●

The Company entered into an amended and restated consulting agreement effective February 21, 2025 with Corey Dias (“Dias”), a Director and CEO of the Company (the “Dias Agreement”), which supersedes the previous consulting agreement dated October 1, 2021 with Dias. Under the Dias Agreement, Dias is entitled to a monthly fee of $31,250.

●

The Company entered into an amended and restated consulting agreement effective February 21, 2025 with Josh Bleak (“Bleak”), a Director and President of the Company (the “Bleak Agreement”), which supersedes the previous consulting agreement dated October 1, 2021 with Bleak. Under the Bleak Agreement, Bleak is entitled to a monthly fee of $28,125.

●

The Company entered into a director fee agreement effective March 1, 2025 with Kenneth Mushinski (“Mushinski”), a Director and Chairman of the Company (the “Mushinski Agreement”). Under the Mushinski Agreement, Mushinski is entitled to a monthly fee of US$12,500, as well as an additional top-up bonus.

If the Company terminates the Dias Agreement or the Bleak Agreement without Just Cause (as defined in such agreements), the Company shall provide Dias or Bleak, as the case may be, with working notice (up to a maximum of three (3) months), payment in lieu of working notice or a combination of the two equal to the total of their annual compensation, including any bonuses or equity incentives, for the previous thirty-six (36) months preceding termination. If the Company terminates the Mushinski Agreement without Just Cause (as defined in the Mushinski Agreement), the Company shall provide Mushinski with working notice, payment in lieu of working notice or a combination of the two equal to monthly fees paid in the three (3) months preceding termination.

If the Company terminates the Dias Agreement or the Bleak Agreement without Just Cause (as defined in such agreements) or Dias or Bleak terminate for any reason, in the twelve (12) month period following a Change of Control (as defined in such agreements), the Company shall provide Dias or Bleak, as the case may be, with an amount equal to the total of their annual compensation, including any bonuses or equity incentives, for the previous thirty-six (36) months preceding termination.

Director Summary Compensation Table

The following table sets forth the details of compensation provided to the directors of the Company who are not NEOs during the Company’s most recently completed financial year of December 31, 2024:

Name

Fees
Earned

($)

Share-based

Awards

($)

Option-based

Awards ⁽¹⁾

($)

Non-Equity
Incentive Plan

Compensation
($)

Pension

Value
($)

All Other
Compensation

($)

Total ($)

Don Falconer

Nil

Stephen Lunsford

Nil

John Eckersley⁽²⁾

246,688

Nil

246,688

Notes:

(1)	The value of the option-based award was determined using the Black-Scholes option-pricing model using the following assumptions: Expected dividend yield 0%; Volatility 144%-148%; risk free interest rate 1.56%-1.63% and Expected life 5 years.

(2)	John Eckersley’s compensation was for legal fees related to the U.S. subsidiaries.

Outstanding Share-based Awards and Option-based Awards

During the year ended December 31, 2024 no options were granted to directors or officers. Existing options are on the following table:


Name	Option-based Awards
Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options ⁽¹⁾
	(#)	($)	(M/D/Y)	($)
Don Falconer	1,750,000 1,750,000	$0.10 $0.10	Oct. 6, 2028 Sept. 20, 2027	Nil Nil
	1,000,000	$0.12	Aug. 27, 2026	Nil
	500,000	$0.10	Aug. 28, 2025	Nil
	175,000	$0.20	July 12, 2024	Nil
John Eckersley	1,750,000 1,750,000	$0.10 $0.10	Oct. 6, 2028 Sept. 20, 2027	Nil Nil
	1,000,000	$0.12	Aug. 27, 2026	Nil
	500,000	$0.10	Aug. 28, 2025	Nil
	175,000	$0.20	July 12, 2024	Nil
Stephen Lunsford	1,750,000 1,750,000	$0.10 $0.10	Oct. 6, 2028 Sept. 20, 2027	Nil Nil
	1,000,000	$0.12	Aug. 27, 2026	Nil
	500,000	$0.10	Aug. 28, 2025	Nil
	175,000	$0.20	July 12, 2024	Nil

Notes:

(1)	The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the Exchange on December 31, 2024. The closing price of the common shares on December 31, 2024 year end was $0.085.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the year ended December 31, 2024, for each director:


Name	Option-based awards – Value vested during the year ⁽¹⁾ ($)	Share-based awards – Value vested during the year ⁽²⁾ ($)	Non-equity incentive plan compensation – Value earned during the year ⁽³⁾ ($)
Ken Mushinski	N/A	N/A	N/A
Corey Dias	N/A	N/A	N/A
Joshua Bleak	N/A	N/A	N/A
Don Falconer	N/A	N/A	N/A
Stephen Lunsford	N/A	N/A	N/A
John Eckersley	N/A	N/A	N/A
Don Falconer	N/A	N/A	N/A

Notes:

(1)

All stock options granted by the Company to its directors during the most recent completed fiscal year and in prior years and currently outstanding were fully vested and exercisable on the date of grant and exercise price represented the market price of the underlying common shares as at that date. As such, no dollar value of options vested (being, the difference between the market price of the underlying common shares and the option exercise price on the vesting date) was realized by any of the Company’s directors during the fiscal year ended December 31, 2024.

(2)	The Company did not issue share-base awards to its directors during the fiscal year ended December 31, 2024.

(3)	The Company does not provide a non-equity incentive plan to its directors.

(4)	For more information about option-based awards, see “Particular of Matters to be Acted Upon – Share Option Plan”.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the non-executive directors at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place at this time is the Option Plan. See disclosure under heading “Option-Based Awards”.

Equity Compensation Plan Information

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company are authorized at the end of the Company’s most recently completed financial year:


Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders – the Plan	91,467,828	$0.10	11,955,135
Equity compensation plans not approved by security holders	Nil	N/A	N/A
Total	91,467,828		11,955,135

A copy of the Option Plan is available for review under the profile for the Company on SEDAR+. For more information regarding the Plan, see “Particular of Matters to be Acted Upon – Share Option Plan”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means (a) a Director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed in the Notes to the Company’s financial statements for the financial years ended December 31, 2024 and 2023 none of:

(a)

the Informed Persons of the Company;

(b)

the proposed nominees for election as a Director; or

(c)

any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

MANAGEMENT CONTRACTS

There are no management functions of the Company which are, to any substantial degree, performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

A.	APPROVAL OF COMPENSATION PLAN

At this year’s meeting, the Shareholders will be asked to approve the adoption of the Compensation Plan for directors, officers, employees, management company employees and consultants. The Compensation Plan allows for the Company to issue stock options (“Options”), deferred share units (“DSUs”) and restricted share units (“RSUs”) to purchase Common Shares.

The following is a summary of certain provisions of the Compensation Plan and is subject to, and qualified in its entirety by, the full text of the Compensation Plan, which is available for review on the corporate website for the Company (www.anfieldenergy.com) or under the profile for the Company on SEDAR+ (www.sedarplus.ca). Capitalized terms used herein which are not otherwise defined shall have the meaning ascribed to them under the Compensation Plan.

(a)

the maximum number of common shares reserved for issuance pursuant to the grant of Options is equal to 10% of the common shares issued and outstanding at any point in time. The 10% maximum is an “evergreen” provision, meaning that, following the exercise, termination or expiration of any Options, a number of common shares equivalent to the number of options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respect of future Option grants.

(b)	The maximum number of common shares reserved for issuance pursuant to all other share-

based compensation arrangements is limited to five percent (5%) of the common shares issued and outstanding as of the record date, or 57,705,098 common shares.

(c)	the maximum aggregate number of Listed Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued Common Shares at any point in time;

(d)

the maximum aggregate number of Listed Shares issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider;

(e)

the maximum aggregate number of Listed Shares issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person (and where permitted under applicable securities exchange policies, any Companies that are wholly owned by that Person) must not exceed 5% of the issued Common Shares, calculated as at the date an any Security Based Compensation is granted or issued to the Person;

(f)

the maximum aggregate number of Listed Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Consultant must not exceed 2% of the issued Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Consultant;

(g)	Investor Relations Service Providers may not receive any Security Based Compensation, other than Stock Options;

(h)

Upon expiry of a Stock Option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Option Plan. All Options granted under the Option Plan may not have an expiry date exceeding ten (10) years from the date on which the Board grants and announces the granting of the Option;

(i)	if a provision is included that the Participant’s heirs or administrators are entitled to any portion of the outstanding Security Based Compensation, the period in which they can make such claim must not exceed one year from the Participant’s death; and

(j)

any Security Based Compensation granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Compensation Plan.

The Compensation Plan remains subject to the ratification by the shareholders of the Company and approval of the Exchange.

The Compensation Plan Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, an Ordinary Resolution approving the adoption of the Compensation Plan (the “Compensation Plan Resolution”), substantially in the following form:

“BE IT RESOLVED THAT

the Compensation Plan, in substantially the form as attached as Schedule “B” to the management information circular of the Company dated June 13, 2025, be and is hereby ratified, confirmed and approved with such additional provisions and amendments, provided that such are not inconsistent with the Policies of the Exchange, as the directors of the Company may deem necessary or advisable;

all issued and outstanding stock options of the Company previously granted shall be continued under and governed by the Compensation Plan; and

the directors of the Company be authorized to perform all such other acts and things as may be necessary or desirable to effect the adoption of the Compensation Plan; and that

the directors of the Company be authorized to implement or abandon these resolutions in whole or in part, at any time and from time to time in their sole discretion, all without further approval, ratification or confirmation by shareholders.”

Management recommends that Shareholders approve the Compensation Plan Resolution. If the Compensation Plan Resolution is approved by Shareholders, the Directors will have the authority, in their sole discretion, to implement or revoke the Compensation Plan Resolution and otherwise implement or abandon the Compensation Plan.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Compensation Plan Resolution.

ADDITIONAL INFORMATION

Additional information relating to the Company is filed on SEDAR+ at www.sedarplus.ca and upon request from the Company at phone number (604) 669-5762 or fax number (604) 608-4804. Copies of documents will be provided free of charge to security holders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document. The Company’s financial information is provided in the Company’s audited consolidated financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the SEDAR+ website at the location noted above.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board of the Company.

DATED at Vancouver, British Columbia, effective May 7, 2025.

BY ORDER OF THE BOARD

“Corey Dias”

Chief Executive Officer

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

Composition

Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Company.

Expertise of Committee Members

Meetings

Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

External Audit

•

review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

•

review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

•

review and recommend to the Board the compensation to be paid to the external auditors; and

•

Internal Control

•

evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

•

ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

•

General

review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

•

Annual Financial Statements

review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and

review management’s discussion & analysis respecting the annual reporting period prior to its release to the public.

•

Interim Financial Statements

review and approve the interim financial statements prior to their release to the public; and

review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

•

Release of Financial Information

where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

Non-Audit Services

Delegation of Authority

De-Minimis Non-Audit Services

The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

•

Pre-Approval Policies and Procedures

The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

•

the pre-approval policies and procedures are detailed as to the particular service;

•

the audit committee is informed of each non-audit service; and

•

the procedures do not include delegation of the audit committee’s responsibilities to management.

Other Responsibilities

The audit committee shall:

•

establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

•

establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

•

ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

•

review the policies and procedures in effect for considering officers’ expenses and perquisites;

•

perform other oversight functions as requested by the Board; and

•

review and update this Charter and receive approval of changes to this Charter from the Board.

Reporting Responsibilities

The audit committee shall regularly update the Board about audit committee activities and make appropriate recommendations.

Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

•

engage independent counsel and other advisors as it determines necessary to carry out its duties;

•

set and pay the compensation for any advisors employed by the audit committee; and

•

communicate directly with the internal and external auditors.

Guidance – Roles & Responsibilities

The following guidance is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

Internal Control

•

gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

Financial Reporting

•

General

review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;

ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

understand industry best practices and the Company’s adoption of them.

•

Annual Financial Statements

pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

consider management’s handling of proposed audit adjustments identified by the external auditors; and

ensure that the external auditors communicate all required matters to the committee.

•

Interim Financial Statements

be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

◾

actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

◾

generally accepted accounting principles have been consistently applied;

◾

there are any actual or proposed changes in accounting or financial reporting practices;

◾

there are any significant or unusual events or transactions;

◾

the Company’s financial and operating controls are functioning effectively;

◾

the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

◾

the interim financial statements contain adequate and appropriate disclosures.

•

Compliance with Laws and Regulations

periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

review the findings of any examinations by securities regulatory authorities and stock exchanges.

•

Other Responsibilities

Review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

Exhibit 4.7

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Anfield Energy Inc. (“Anfield”)

4390 Grange Street, Suite 2005

Burnaby, B.C. V5H 1P6

Item 2

Date of Material Change

January 15, 2025

Item 3

News Release

A news release announcing the material change described herein was disseminated on January 15, 2025, through the services of Cision PR Newswire and was subsequently filed on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca.

Item 4

Summary of Material Change

On January 15, 2025, Anfield closed the equity portion of its previously announced financing whereby Uranium Energy Corp. (“UEC”) has acquired 107,142,857 shares of Anfield (the “Shares”) at a price of C$0.14 per Share for gross proceeds of C$15 million (the “Equity Financing”).

Following completion of the Equity Financing, and together with securities of Anfield already held by UEC, UEC held 203,415,775 common shares and 96,272,918 share purchase warrants of Anfield in aggregate. In connection with the Equity Financing, UEC has provided an undertaking to both the Company and the TSXV not to exercise such number of its warrants held to the extent that, upon exercise thereof, it would cause UEC to become a control person (as defined in the policies of the TSXV) without written approval of the TSXV, including any disinterested Anfield shareholder approval as may be required by the TSXV.

Item 5.1

Full Description of Material Change

On January 15, 2025, Anfield closed the equity portion of its previously announced financing whereby UEC has acquired 107,142,857 Shares at a price of C$0.14 per Share for gross proceeds of C$15 million.

The Shares issued under the Equity Financing are subject to a hold period in Canada expiring four months and one day from the date of issuance. No finder’s fees were payable in connection with the Equity Financing.

Following completion of the Equity Financing, UEC owns 203,415,775 common shares and 96,272,918 share purchase warrants of Anfield in aggregate,

- 2 -

representing 17.8% of Anfield on an outstanding basis and 24.2% on a partially diluted basis. UEC has provided an undertaking to both the Company and the TSXV not to exercise such number of its warrants held to the extent that, upon exercise thereof, it would cause UEC to become a control person (as defined in the policies of the TSXV) without written approval of the TSXV, including any disinterested Anfield shareholder approval as may be required by the TSXV.

The Equity Financing remains subject to final approval of the TSXV.

Funds raised in the Equity Financing will be used to: 1) advance the reactivation plan for the Shootaring Canyon Mill; 2) advance the Plan of Operations for the Velvet- Wood mine; 3) potentially seek out mine permits for certain DOE leases; 4) add key personnel to facilitate the advancement of both mines and mill; and 5) general corporate purposes, including the pursuit of a listing on a US stock exchange.

Item 5.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Laara Shaffer, Chief Financial Officer

Tel: 604 669-5762

Item 9

Date of Report

January 24, 2025

Cautionary Note Regarding Forward-Looking Information

This material change report contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the anticipated use of proceeds from the Equity Financing, the receipt of regulatory approvals with respect to the Equity Financing and the intention to pursue a listing on a US stock exchange.

- 3 -

“intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will use the proceeds of the Equity Financing as currently anticipated; that the Company will receive regulatory approval with respect to the Equity Financing; and that the Company will be able to pursue a listing on a US stock exchange. Although the assumptions made by the Company in providing forward-looking information or making forward- looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the risk that the Company may not use the proceeds of the Equity Financing as currently anticipated; that the Company may not receive regulatory approval with respect to the Equity Financing; the risk that the Company may not have the resources, or may otherwise be unable to pursue a listing on a US stock exchange; risks relating to the actual results of the Company’s operational activities, fluctuating commodity prices, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward- looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. We seek safe harbor.

Exhibit 4.8

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Anfield Energy Inc. (“Anfield” or the “Company”)

4390 Grange Street, Suite 2005

Burnaby, B.C. V5H 1P6

Item 2

Date of Material Change

March 17, 2025

Item 3

News Release

A news release announcing the material change described herein was disseminated on March 17, 2025, through the services of GlobeNewswire and was subsequently filed on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca.

Item 4

Summary of Material Change

On March 18, 2025, Anfield announced an Amending Agreement (as defined below) with Extract Advisors LLC (“Extract”) to increase the existing credit facility dated September 26, 2023 (the “Credit Facility”) by US$6,000,000. The Credit Facility will continue to bear a coupon of the secured overnight financing rate (“SOFR”) plus 5 per cent per annum, payable semi-annually, and Anfield may, with written notice, elect to capitalize the interest payable on the facility semi-annually, in arrears, at a rate of SOFR plus 7 per cent.

Anfield will issue 59,925,000 Facility Warrants (as defined below), with each Facility Warrant entitling the holder to acquire one common share of the Company at an exercise price of C$0.15 per share until the Maturity Date (as defined below). Proceeds from warrant exercises will repay the principal amount of the Credit Facility. Extract has agreed not to exercise its warrants to the extent that doing so would result in Extract or its affiliates owning more than 20% of Anfield’s voting securities.

Anfield also announced it has repaid IsoEnergy Ltd.’s C$6 million promissory note and indemnity for up to US$3 million in principal.

Transactions contemplated by the Amending Agreement are “related-party transactions” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but are exempt from formal valuation and minority shareholder approval.

- 2 -

Item 5.1

Full Description of Material Change

On March 18, 2025, Anfield entered into an amending agreement (the “Amending Agreement”) with Extract for the extension of an additional US$6,000,000 increase to the Credit Facility, in connection with the indicative term sheet as previously announced by the Company on January 14, 2025.

The Credit Facility will continue to have a maturity date of September 26, 2028 (the “Maturity Date”). The Credit Facility will continue to bear a coupon of the SOFR plus 5 per cent per annum, payable semi-annually. Anfield, with written notice, may elect to capitalize the interest payable on the facility semi-annually, in arrears, at a rate of SOFR plus 7 per cent.

In connection with the Amending Agreement, Anfield will issue 59,925,000 share purchase warrants to Extract (the “Facility Warrants”), with each such Facility Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of C$0.15 per share for a period ending on the Maturity Date. For so long as the Credit Facility remains outstanding, all proceeds from the exercise of the Facility Warrants by the lender shall be used to repay the principal amount of the Credit Facility. Extract has agreed, subject to the approval of the TSXV, not to exercise such number of its warrants held to the extent that, upon exercise thereof, it would cause Extract or its affiliates to hold in excess of 20% of the outstanding voting securities of Anfield.

Funds will be used to: 1) advance the reactivation plan for the Shootaring Canyon Mill; 2) advance the plan of operations for the Velvet-Wood mine; 3) potentially seek out mine permits for certain DOE leases; 4) add key personnel to facilitate the advancement of both mines and mill; and 5) general corporate purposes.

The Company also announces that IsoEnergy Ltd.’s C$6 million promissory note and indemnity for up to US$3 million in principal, as discussed in the Company’s press release dated January 14, 2025, have been repaid and released.

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 Facility Warrants, constitute a “related party transaction” under 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 Facility 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.

Item 5.2

Disclosure for Restructuring Transactions

Not applicable.

- 3 -

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Corey Dias, Chief Executive Officer

Tel: 780-920-5044

Item 9

Date of Report

March 24, 2025

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the anticipated use of proceeds from the Credit Facility and the exercise of the Facility Warrants; and the intention of the Company to advance its projects over the near term

Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will use the proceeds of the Credit Facility and the exercise of the Facility Warrants as currently anticipated; and that Credit Facility will provide the Company with sufficient funding to independently advance its projects over the near term. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

- 4 -

operational activities, fluctuating commodity prices, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Exhibit 5.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dual dated August 15, 2025 and September 10, 2025 in this Registration Statement on Form F-10 relating to the amended and restated consolidated financial statements of Anfield Energy Inc. for the years ended December 31, 2024 and 2023, which is incorporated by reference into this Registration Statement on Form F-10 and to the reference to our firm under the caption “Interests of Experts” in such Registration Statement.

/s/ DMCL LLP

DALE MATHESON CARR-HILTON LABONTE LLP

Chartered Professional Accountants

Vancouver, Canada

October 24, 2025

LOGO

Exhibit 5.2

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc.

I, Douglas L. Beahm, Chief Operating Officer of Anfield Energy Inc. (the “Company”), do hereby consent to (i) the written disclosure regarding:

●

the technical report entitled “US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9 Montrose County, Colorado, USA” and dated April 10, 2022;

●

2023 combined Velvet-Wood Project and Slick Rock Project PEA entitled “The Shootaring Canyon Mill and Velvet Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment” and dated May 6, 2023;

●

the scientific and technical information with the Company’s the annual information form of the Company dated July 15, 2025 for the fiscal year ended December 31, 2024;

●

the scientific and technical disclosure, relating to the Newsboy Gold Project in the (a) the management’s discussion and analysis of the results of operations and financial condition of the Company for the fiscal year ended December 31, 2024 and (b) the management’s discussion and analysis of the results of operations and financial condition of the Company for the six months ended June 30, 2025; and

●

other information pertaining to these projects

and (ii) the references to the undersigned’s name (a) in connection with the preparation and review of the aforementioned scientific or technical information contained in or incorporated by reference into the short form base shelf prospectus and (b) under the caption “Interests of Experts” in the short form base shelf prospectus, in each case, included in or incorporated by reference in this Registration Statement on Form F-10 being filed by Anfield Energy Inc. with the United States Securities and Exchange Commission, and any amendments thereto.


By:		/s/ Douglas L. Beahm
		Douglas L. Beahm, P.E., P.G.

Exhibit 5.3

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc.

I, Carl Warren, do hereby consent to (i) the written disclosure regarding:

●

the technical report entitled “US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9 Montrose County, Colorado, USA” and dated April 10, 2022;

●

other information pertaining to these projects


By:		/s/ Carl Warren
		Carl Warren, P.E., P.G.

Exhibit 5.4

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc.

I, Harold H. Hutson, do hereby consent to (i) the written disclosure regarding:

●

other information pertaining to this project


By:		/s/ Harold H. Hutson
		Harold H. Hutson, P.E., P.G.

Exhibit 5.5

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc.

I, Terence P. McNulty, do hereby consent to (i) the written disclosure regarding:

●

other information pertaining to this project


By:		/s/ Terence P. McNulty
		Terence P. McNulty, P.E., D. Sc.

Exhibit 5.6

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc. (the “Company”)

The undersigned hereby consents to (i) the written disclosure regarding:

●

other information pertaining to this project


T.P. McNulty and Associates Inc.

By:		/s/ Terence P. McNulty
Name		Terence P. McNulty
Title		President

Exhibit 5.7

CONSENT OF EXPERT

October 24, 2025

Anfield Energy Inc.

United States Securities and Exchange Commission

Ladies and Gentlemen:

Re: Anfield Energy Inc.

The undersigned hereby consents to (i) the written disclosure regarding:

●

the technical report entitled “US DOE Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9 Montrose County, Colorado, USA” and dated April 10, 2022, including any statements attributable to Joshua Stewart, P.E., P.G., a former employee of the undersigned, with respect to such report;

●

other information pertaining to these projects

BRS, Inc.


By:		/s/ Douglas Beahm
Name		Douglas Beahm
Title		President and Principal Engineer

Exhibit 7.1

ANFIELD ENERGY INC.

as Issuer

and

[ ]

as U.S. Trustee

and

[ ]

as Canadian Trustee

Indenture

Dated as of [ ]

TABLE OF CONTENTS


ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
SECTION 1.01	Definitions	1
SECTION 1.02	Rules of Construction	9
SECTION 1.03	Compliance Certificates and Opinions	10
SECTION 1.04	Form of Documents Delivered to Trustees	10
SECTION 1.05	Acts of Holders	11
SECTION 1.06	Notices	12
SECTION 1.07	Notice to Holders; Waiver	12
SECTION 1.08	Effect of Headings and Table of Contents	13
SECTION 1.09	Successors and Assigns	13
SECTION 1.10	Severability Clause	13
SECTION 1.11	Benefits of Indenture	13
SECTION 1.12	Governing Law	13
SECTION 1.13	Legal Holidays	13
SECTION 1.14	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	14
SECTION 1.15	Conversion of Judgment Currency	14
SECTION 1.16	Currency Equivalent	15
SECTION 1.17	Conflict with Trust Indenture Legislation	16
SECTION 1.18	Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability	16
SECTION 1.19	Waiver of Jury Trial	16
SECTION 1.20	Counterparts	16
SECTION 1.21	Force Majeure	16

ARTICLE TWO SECURITIES FORMS		16
SECTION 2.01	Forms Generally	16
SECTION 2.02	Form of Trustee’s Certificate of Authentication	17
SECTION 2.03	Securities Issuable in Global Form	18

ARTICLE THREE THE SECURITIES		18
SECTION 3.01	Issuable in Series	18
SECTION 3.02	Denominations	21
SECTION 3.03	Execution, Authentication, Delivery and Dating	22
SECTION 3.04	Temporary Securities	23
SECTION 3.05	Registration, Registration of Transfer and Exchange	25
SECTION 3.06	Mutilated, Destroyed, Lost and Stolen Securities	27
SECTION 3.07	Payment of Principal, Premium and Interest; Interest Rights Preserved; Optional Interest Reset	28
SECTION 3.08	Optional Extension of Stated Maturity	30
SECTION 3.09	Persons Deemed Owners	31
SECTION 3.10	Cancellation	31
SECTION 3.11	Computation of Interest	32


SECTION 3.12	Currency and Manner of Payments in Respect of Securities	32
SECTION 3.13	Appointment and Resignation of Successor Exchange Rate Agent	35

ARTICLE FOUR SATISFACTION AND DISCHARGE		35
SECTION 4.01	Satisfaction and Discharge of Indenture	35
SECTION 4.02	Application of Trust Money	36

ARTICLE FIVE REMEDIES		36
SECTION 5.01	Events of Default	36
SECTION 5.02	Acceleration of Maturity; Rescission and Annulment	37
SECTION 5.03	Collection of Debt and Suits for Enforcement by Trustees	38
SECTION 5.04	Trustees May File Proofs of Claim	39
SECTION 5.05	Trustees May Enforce Claims Without Possession of Securities	40
SECTION 5.06	Application of Money Collected	40
SECTION 5.07	Limitation on Suits	40
SECTION 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	41
SECTION 5.09	Restoration of Rights and Remedies	41
SECTION 5.10	Rights and Remedies Cumulative	41
SECTION 5.11	Delay or Omission Not Waiver	42
SECTION 5.12	Control by Holders	42
SECTION 5.13	Waiver of Past Defaults	42
SECTION 5.14	Waiver of Stay or Extension Laws	43
SECTION 5.15	Undertaking for Costs	43

ARTICLE SIX THE TRUSTEES		43
SECTION 6.01	Notice of Defaults	43
SECTION 6.02	Certain Duties and Responsibilities of Trustees	43
SECTION 6.03	Certain Rights of Trustees	45
SECTION 6.04	Trustees Not Responsible for Recitals or Issuance of Securities	46
SECTION 6.05	May Hold Securities	46
SECTION 6.06	Money Held in Trust	46
SECTION 6.07	Compensation and Reimbursement	46
SECTION 6.08	Corporate Trustees Required; Eligibility	47
SECTION 6.09	Resignation and Removal; Appointment of Successor	48
SECTION 6.10	Acceptance of Appointment by Successor	49
SECTION 6.11	Merger, Conversion, Consolidation or Succession to Business	50
SECTION 6.12	Appointment of Authenticating Agent	51
SECTION 6.13	Joint Trustees	52
SECTION 6.14	Other Rights of Trustees	53

ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		54
SECTION 7.01	Company to Furnish Trustees Names and Addresses of Holders	54
SECTION 7.02	Preservation of List of Names and Addresses of Holders	54
SECTION 7.03	Disclosure of Names and Addresses of Holders	54


SECTION 7.04	Reports by Trustees	55
SECTION 7.05	Reports by the Company	55

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		56
SECTION 8.01	Company May Consolidate, Etc., Only on Certain Terms	56
SECTION 8.02	Successor Person Substituted	56

ARTICLE NINE SUPPLEMENTAL INDENTURES		57
SECTION 9.01	Supplemental Indentures Without Consent of Holders	57
SECTION 9.02	Supplemental Indentures with Consent of Holders	58
SECTION 9.03	Execution of Supplemental Indentures	59
SECTION 9.04	Effect of Supplemental Indentures	59
SECTION 9.05	Conformity with Trust Indenture Legislation	59
SECTION 9.06	Reference in Securities to Supplemental Indentures	60
SECTION 9.07	Notice of Supplemental Indentures	60

ARTICLE TEN COVENANTS		60
SECTION 10.01	Payment of Principal, Premium and Interest	60
SECTION 10.02	Maintenance of Office or Agency	60
SECTION 10.03	Money for Securities Payments to Be Held in Trust	61
SECTION 10.04	Statement as to Compliance	62
SECTION 10.05	Waiver of Certain Covenants	62

ARTICLE ELEVEN REDEMPTION OF SECURITIES		62
SECTION 11.01	Applicability of Article	62
SECTION 11.02	Election to Redeem; Notice to Trustees	62
SECTION 11.03	Selection by Trustees of Securities to Be Redeemed	63
SECTION 11.04	Notice of Redemption	63
SECTION 11.05	Deposit of Redemption Price	64
SECTION 11.06	Securities Payable on Redemption Date	64
SECTION 11.07	Securities Redeemed in Part	65

ARTICLE TWELVE SINKING FUNDS		65
SECTION 12.01	Applicability of Article	65
SECTION 12.02	Satisfaction of Sinking Fund Payments with Securities	65
SECTION 12.03	Redemption of Securities for Sinking Fund	65

ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS		66
SECTION 13.01	Applicability of Article	66
SECTION 13.02	Repayment of Securities	66
SECTION 13.03	Exercise of Option	67
SECTION 13.04	When Securities Presented for Repayment Become Due and Payable	67
SECTION 13.05	Securities Repaid in Part	68

ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE		68

iii


SECTION 14.01	Company’s Option to Effect Defeasance or Covenant Defeasance	68
SECTION 14.02	Defeasance and Discharge	68
SECTION 14.03	Covenant Defeasance	68
SECTION 14.04	Conditions to Defeasance or Covenant Defeasance	69
SECTION 14.05	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	70
SECTION 14.06	Reinstatement	71

CROSS-REFERENCE TABLE


TIA Section		Indenture Section
310	(a)	6.08(1)
	(b)	6.09
	(c)	Not Applicable
311	(a)	6.05
	(b)	6.05
	(c)	Not Applicable
312	(a)	7.05
	(b)	7.03
	(c)	7.03
313	(a)	7.04
	(b)	7.04
	(c)	7.04
	(d)	7.05
314	(a)	7.05
	(a)(4)	10.04
	(b)	Not Applicable
	(c)(1)	1.03
	(c)(2)	1.03
	(d)	Not Applicable
	(e)	1.03
	(f)	Not Applicable
315	(a)	6.02
	(b)	6.01
	(c)	6.02
	(d)	6.02
	(e)	5.15
316	(a)(last sentence)	1.01 (“Outstanding”)
	(a)(1)(A)	5.12
	(a)(1)(B)	5.02, 5.13
	(a)(2)	Not Applicable
	(b)	5.08
	(c)	1.04(e)
317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
318	(a)	1.16

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

This INDENTURE, dated as of , is entered into by and among ANFIELD ENERGY INC., a corporation organized and existing under the laws of Canada (herein called the “Company”), having its principal office at 2005-4390 Grange Street, Burnaby, British Columbia, Canada V5H 1P6, Canada, and , a , organized under the laws of , as U.S. trustee (herein called the “U.S. Trustee”), and , a , organized under the laws of , as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes, bonds or other evidences of indebtedness (herein called the “Securities”), which may be convertible into or exchangeable for any securities of any Person (including the Company), to be issued in one or more series as in this Indenture provided.

This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01

Definitions.

“Act,” when used with respect to any Holder, has the meaning specified in Section 1.04.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the applicable Trustee pursuant to Section 6.12 to act on behalf of such Trustee to authenticate Securities.

“Base Currency” has the meaning specified in Section 1.14.

“Board of Directors” means the board of directors of the Company or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the Corporate Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustees.

“Business Day,” when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, any day other than Saturday, Sunday or any other day on which commercial banking institutions in that Place of Payment or other location are permitted or required by any applicable law, regulation or executive order to close.

“calculation period” has the meaning specified in Section 3.11.

“Canadian Trustee” means the Person named as the “Canadian Trustee” in the first paragraph of this Indenture until a successor Canadian Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Canadian Trustee” shall mean or include each Person who is then a Canadian Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Canadian Trustee” as used with respect to the Securities of any series shall mean only the Canadian Trustee with respect to Securities of that series.

“Commission” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by an Officer and delivered to the Trustees.

“Component Currency” has the meaning specified in Section 3.12(h).

“Conversion Date” has the meaning specified in Section 3.12(d).

“Conversion Event” means the cessation of use of (i) a Foreign Currency (other than the Euro or other Currency unit) both by the government of the country which issued such Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions, (ii) the Euro or (iii) any Currency unit (or composite currency) other than the Euro for the purposes for which it was established.

“Corporate Trust Office” means the principal corporate trust office of the U.S. Trustee or the Canadian Trustee, as applicable, at which at any particular time its corporate trust business may be administered, such an office on the date of execution of this Indenture of the U.S. Trustee is located at , Attention: , and of the Canadian Trustee is located at , Attention: , except that with respect to presentation of Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the U.S. Trustee or the Canadian Trustee, as applicable, designated in writing to the Company at which, at any particular time, its corporate agency business shall be conducted.

“covenant defeasance” has the meaning specified in Section 14.03.

“Currency” means any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the Euro, issued by the government of one or more countries or by any recognized confederation or association of such governments.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 3.07.

“defeasance” has the meaning specified in Section 14.02.

“Depositary” means, with respect to the Securities of any series issuable or issued in global form, the Person designated as Depositary by the Company pursuant to Section 3.05 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and, if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“Dollar Equivalent of the Currency Unit” has the meaning specified in Section 3.12(g).

“Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 3.12(f).

“Election Date” has the meaning specified in Section 3.12(h).

“Euro” means the single currency of the participating member states from time to time of the European Union described in legislation of the European Counsel for the operation of a single unified European currency (whether known as the Euro or otherwise).

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exchange Date” has the meaning specified in Section 3.04.

“Exchange Rate Agent” means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 3.01, a New York clearing house bank, designated pursuant to Section 3.01 or Section 3.13.

“Exchange Rate Officer’s Certificate” means a tested telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal, premium (if any) and interest (if any) (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a certificate) by the Chief Executive Officer, President or Chief Financial Officer of the Company.

“Extension Notice” has the meaning specified in Section 3.08.

“Extension Period” has the meaning specified in Section 3.08.

“Final Maturity” has the meaning specified in Section 3.08.

“First Currency” has the meaning specified in Section 1.15.

“Foreign Currency” means any Currency other than Currency of the United States.

“Government Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, securities which are (i) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depository receipt.

“Holder” means the Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 3.01; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

“interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at the rate prescribed in such Original Issue Discount Security.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Judgment Currency” has the meaning specified in Section 1.14.

“Lien” means any mortgage, pledge, hypothecation, charge, assignment, deposit arrangement, encumbrance, security interest, lien (statutory or other), or preference, priority or other security or similar agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any agreement to give or grant a Lien or any lease, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“mandatory sinking fund payment” has the meaning specified in Section 12.01.

“Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, (i) for any conversion involving a Currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant Currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.01 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in New York City, Vancouver, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 3.01, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, Vancouver, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities.

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise.

“Notice of Default” has the meaning specified in Section 5.01.

“Officer” means the Chair of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, any Executive Vice President, any Vice President, the Treasurer or the Corporate Secretary of the Company or, in the event that the Company is a partnership or a limited liability company that has no such officers, a person duly authorized under applicable law by the general partner, managers, members or a similar body to act on behalf of the Company.

“Officer’s Certificate” means a certificate, which shall comply with this Indenture, signed by an Officer and delivered to the Trustees.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, including an employee of the Company, which opinion may contain customary exceptions and qualifications as to the matters set forth therein.

“Optional Reset Date” has the meaning specified in Section 3.07.

“optional sinking fund payment” has the meaning specified in Section 12.01.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Original Stated Maturity” has the meaning specified in Section 3.08.

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)

Securities theretofore cancelled by either Trustee or delivered to either Trustee for cancellation;

(ii)

Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder, money in the necessary amount has been theretofore deposited with either Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustees has been made;

(iii)

Securities, except to the extent provided in Section 14.02 and Section 14.03, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and

(iv)

Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustees proof satisfactory to them that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustees, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 3.01, and (iv) Securities owned by the Company or any other obligor upon

the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustees shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustees know to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustees the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of, premium (if any) or interest (if any) on any Securities on behalf of the Company. Such Person must be capable of making payment in the Currency of the issued Security.

“Person” means any individual, corporation, body corporate, partnership, limited partnership, limited liability partnership, joint venture, limited liability company, unlimited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, when used with respect to the Securities of or within any series, each place where the principal of, premium (if any) and interest (if any) on such Securities are payable as specified as contemplated by Sections 3.01 and 10.02.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Privacy Laws” has the meaning specified in Section 6.14.

“rate(s) of exchange” has the meaning specified in Section 1.14.

“Redemption Date,” when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, in whole or in part, means the price at which it is to be redeemed pursuant to this Indenture, plus accrued and unpaid interest thereon to the Redemption Date.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as contemplated by Section 3.01.

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture.

“Reset Notice” has the meaning specified in Section 3.07.

“Responsible Officer,” when used with respect to a Trustee, means any vice president, secretary, any assistant secretary, treasurer, any assistant treasurer, any senior trust officer, any trust officer, the controller within the corporate trust administration division of a Trustee or any other officer of a Trustee customarily performing functions similar to those performed by any of the above-designated officers, and

also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Special Record Date” for the payment of any Defaulted Interest on the Securities of or within any series means a date fixed by the Trustees pursuant to Section 3.07.

“Specified Amount” has the meaning specified in Section 3.12(h).

“Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 3.08 (if applicable).

“Subsequent Interest Period” has the meaning specified in Section 3.07.

“Trust Indenture Act” or “TIA” means the United States Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed, except as provided in Section 9.05.

“Trust Indenture Legislation” means, at any time, the provisions of (i) any applicable statute of Canada or any province or territory thereof and the regulations thereunder as amended or re-enacted from time to time, but only to the extent applicable, or (ii) the Trust Indenture Act and regulations thereunder, but only to the extent applicable, in each case relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures, to the extent that such provisions are at such time in force and applicable to this Indenture or the Company or the Trustees.

“Trustee” or “Trustees” means the U.S. Trustee and the Canadian Trustee. If a Canadian Trustee is not appointed under this Indenture, or resigns or is removed and, pursuant to Section 6.09, the Company is not required to appoint a successor Trustee to the Canadian Trustee, “Trustee,” “Trustees” and any reference to “either Trustee,” “both of the Trustees” or such similar references shall mean the Person named as the U.S. Trustee or any successor thereto appointed pursuant to the applicable provisions of this Indenture. Except to the extent otherwise indicated, “Trustees” shall refer to the Canadian Trustee (if appointed and still serving) and the U.S. Trustee, both jointly and individually.

“U.S. Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.

“U.S. Trustee” means the Person named as the “U.S. Trustee” in the first paragraph of this Indenture until a successor U.S. Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “U.S. Trustee” shall mean or include each Person who is then a U.S. Trustee

hereunder; provided, however, that if at any time there is more than one such Person, “U.S. Trustee” as used with respect to the Securities of any series shall mean only the U.S. Trustee with respect to Securities of that series.

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“United States person” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an individual who is a citizen or resident of the United States, a corporation, partnership (including any entity treated as a corporation or as a partnership for United States federal income tax purposes) or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (A) it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (B) it has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person.

“Valuation Date” has the meaning specified in Section 3.12(c).

“Writing” has the meaning specified in Section 6.13.

“Yield to Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles.

SECTION 1.02

Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)

the terms defined in this Indenture have the meanings assigned to them herein and include the plural as well as the singular;

(2)

all terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,” as used in TIA Section 319, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

(3)

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(4)

“or” is not exclusive;

(5)

words implying any gender shall apply to all genders;

(6)

the words Subsection, Section and Article refer to the Subsections, Sections and Articles, respectively, of this Indenture unless otherwise noted; and

(7)

“include,” “includes” or “including” means include, includes or including, in each case, without limitation.

SECTION 1.03

Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustees to take any action under any provision of this Indenture, the Company shall furnish to the Trustees an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 10.04) shall include:

(1)

a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)

a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)

a statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with.

SECTION 1.04

Form of Documents Delivered to Trustees.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons may certify or give an opinion with respect to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, a certificate of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Any certificate or opinion of an officer of the Company or counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of, or representations by, an accountant or firm

of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the accounting matters upon which such certificate or opinion may be based are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustees shall contain a statement that such firm is independent.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.05

Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustees and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustees and the Company, if made in the manner provided in this Section 1.05. The Trustees may make reasonable rules for action by or at a meeting of Holders.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustees deem sufficient.

(c) The ownership of the Securities, including the principal amount and the date of holding the same, shall be proved by the Security Register.

(d) If the Company shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding Trust Indenture Legislation, including TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the

Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 1.06

Notices.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(1)

the U.S. Trustee, by the Canadian Trustee, any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the U.S. Trustee at its Corporate Trust Office, Attention: , or

(2)

the Canadian Trustee, by the U.S. Trustee, any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Canadian Trustee at its Corporate Trust Office, Attention: , or

(3)

the Company by either Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or sent by overnight courier, to the Company at 2005-4390 Grange Street, Burnaby, British Columbia, Canada V5H 1P6, Canada, Attention: Corporate Secretary or such other address and/or officer as the Company may designate on written notice to the Trustees.

SECTION 1.07

Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders of Securities by the Company or the Trustees, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Securities. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustees shall be deemed to be sufficient giving of such notice for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustees, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 1.08

Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09

Successors and Assigns.

All covenants and agreements in this Indenture by the Company and the Trustees shall bind their successors and assigns, whether so expressed or not.

SECTION 1.10

Severability Clause.

In case any provision in this Indenture or in any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11

Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. Subject to Section 1.16, at all times in relation to this Indenture and any action to be taken hereunder, the Company and the Trustees each shall observe and comply with Trust Indenture Legislation and the Company, the Trustees and each Holder of a Security shall be entitled to the benefits of Trust Indenture Legislation.

SECTION 1.12

Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. Notwithstanding the preceding sentence, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable thereto. This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. Each Trustee and the Company agrees to comply with all provisions of Trust Indenture Legislation applicable to or binding upon it in connection with this Indenture and any action to be taken hereunder.

SECTION 1.13

Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment or other location contemplated hereunder, then (notwithstanding any other provision of this Indenture or of any Security other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section 1.13), payment of principal, premium (if any) or interest (if any), need

not be made at such Place of Payment or other location contemplated hereunder on such date, but may be made on the next succeeding Business Day at such Place of Payment or other location contemplated hereunder with the same force and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.

SECTION 1.14

Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, the Company (i) acknowledges that it has irrevocably designated and appointed as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any United States federal or New York state court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon and written notice of said service to the Company (mailed or delivered to the Company at 2005-4390 Grange Street, Burnaby, British Columbia, Canada V5H 1P6, Canada, Attention: Corporate Secretary or such other address and/or officer as the Company may designate on written notice to the Trustees), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of in full force and effect so long as this Indenture shall be in full force and effect.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Company irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

SECTION 1.15

Conversion of Judgment Currency.

(a) The Company covenants and agrees that the following provisions shall apply to conversion of Currency in the case of the Securities and this Indenture, to the fullest extent permitted by applicable law:

(i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a Currency (the “Judgment Currency”) an amount due or contingently due in any other Currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

(ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

(b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c) The obligations contained in Subsections (a)(ii) and (b) of this Section 1.15 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

The term “rate(s) of exchange” shall mean the rate of exchange quoted by a Canadian chartered bank as may be designated in writing by the Company to the Trustees from time to time, at its central foreign exchange desk in its main office in Vancouver at 12:00 noon (Vancouver time) on the relevant date for purchases of the Base Currency with the Judgment Currency and includes any premiums and costs of exchange payable. The Trustees shall have no duty or liability with respect to monitoring or enforcing this Section 1.15.

SECTION 1.16

Currency Equivalent.

Except as otherwise provided in this Indenture, for purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount is stated herein in the Currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the Currency of any other relevant nation which is required to purchase such amount in the First Currency at the Bank of Canada daily average exchange rate as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada daily average exchange rate as may be agreed upon by each of the parties to this Indenture) on the date of determination.

SECTION 1.17

Conflict with Trust Indenture Legislation.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Trust Indenture Legislation, such mandatory requirement shall control. If and to the extent that any provision hereof modifies or excludes any provision of Trust Indenture Legislation that may be so modified or excluded, the latter provision shall be deemed to apply hereof as so modified or to be excluded, as the case may be.

SECTION 1.18

Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future shareholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.

SECTION 1.19

Waiver of Jury Trial.

Each of the Company and the Trustees hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

SECTION 1.20

Counterparts.

This Indenture may be executed in any number of counterparts (either by facsimile or by original manual signature), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

SECTION 1.21

Force Majeure.

Except for the payment obligations of the Company contained herein, neither the Company nor the Trustees shall be liable to each other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 1.21.

ARTICLE TWO

SECURITIES FORMS

SECTION 2.01

Forms Generally.

The Securities of each series shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as

may, consistently herewith, be determined by the Officer executing such Securities , as evidenced by the execution of such Securities by such Officer. If the forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustees at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

Either Trustee’s certificate of authentication shall be in substantially the form set forth in this Article Two.

SECTION 2.02

Form of Trustee’s Certificate of Authentication.

Subject to Section 6.12, either Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

(Certificate of Authentication may be executed by either Trustee)

Dated: ____________

_______________________, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

as U.S. Trustee

By:

Authorized Officer

Dated: ____________

____________________, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

as Canadian Trustee

By:

Authorized Officer

SECTION 2.03

Securities Issuable in Global Form.

If Securities of or within a series are issuable in global form, as specified and contemplated by Section 3.01, then any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustees in such manner and upon instructions given by the Holder or its nominee as shall be specified therein or in the Company Order to be delivered to the Trustees pursuant to Sections 3.03 or 3.04. Subject to the provisions of Sections 3.03 and 3.04 (if applicable), the Trustees shall deliver and redeliver any Security in global form in the manner and upon instructions given by the Holder or its nominee as shall be specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel.

Notwithstanding the provisions of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of, premium (if any) and interest (if any) on any Security in permanent global form shall be made to the Holder or its nominee specified therein.

Notwithstanding Section 3.09 and except as provided in the preceding paragraph, the Company, the Trustees and any agent of the Company and the Trustees shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security, the Holder of such permanent global Security.

ARTICLE THREE

THE SECURITIES

SECTION 3.01

Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and may be denominated and payable in Dollars or any Foreign Currency. The principal amount of any series of Securities may be increased and issued under this Indenture. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and set forth in, or determined in the manner provided in, an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable:

(1)

the title of the Securities of the series (which shall distinguish the Securities of such series from the Securities of all other series);

(2)

the aggregate principal amount of the Securities of the series and any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer (including any restriction or condition on the transferability of the Securities of such series) of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05) and, in the event that no limit

upon the aggregate principal amount of the Securities of that series is specified, the Company shall have the right, subject to any terms, conditions or other provisions specified pursuant to this Section 3.01 with respect to the Securities of such series, to re-open such series for the issuance of additional Securities of such series from time to time;

(3)

the extent and manner, if any, to which payment on or in respect of the Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company, and whether the payment of principal, premium (if any) and interest (if any) will be guaranteed by any other Person;

(4)

the percentage or percentages of principal amount at which the Securities of the series will be issued;

(5)

the date or dates, or the method by which such date or dates will be determined or extended, on which the Securities of the series may be issued and the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of and premium (if any) on the Securities of the series is payable;

(6)

the rate or rates at which the Securities of the series shall bear interest, whether fixed or variable (if any), or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;

(7)

the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of, premium (if any) and interest (if any) on Securities of the series shall be payable, where any Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 1.06, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

(8)

the period or periods within which, the date or dates on which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

(9)

the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund, amortization or analogous provisions or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(10)

if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;

(11)

the identity of each Security Registrar and/or Paying Agent;

(12)

if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined;

(13)

if other than Dollars, the Foreign Currency in which payment of the principal of, premium (if any) or interest (if any) on the Securities of the series shall be payable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;

(14)

whether the amount of payments of principal of, premium (if any) or interest (if any) on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;

(15)

whether the principal of, premium (if any) or interest (if any) on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;

(16)

the designation of the initial Exchange Rate Agent, if any;

(17)

the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;

(18)

provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

(19)

any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 10.09) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(20)

any restrictions applicable to the offer, sale or delivery of Securities of the series, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, and the circumstances under

which and the place or places where any such exchanges may be made and, if Securities of the series are to be issuable in global form, the designation of any Depositary therefor;

(21)

the date as of which any temporary global Security of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(22)

the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04;

(23)

if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;

(24)

if the Securities of the series are to be issued upon the exercise of warrants or subscription receipts, the time, manner and place for such Securities to be authenticated and delivered;

(25)

if the Securities of the series are to be convertible into or exchangeable for any securities or property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions or changes to permit or facilitate such conversion or exchange;

(26)

provisions as to modification, amendment or variation of any rights or terms attaching to the Securities;

(27)

whether the Securities will be secured or unsecured and the nature and priority of any security; and

(28)

any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of Trust Indenture Legislation or the provisions of this Indenture).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03) and set forth in such Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.

If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustees at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.

SECTION 3.02

Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities of any series denominated in Dollars, in the

absence of any such provisions, the Securities of such series, other than Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.03

Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue.

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating:

(a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture;

(b) that the terms of such Securities have been established in conformity with the provisions of this Indenture;

(c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms;

(d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and

(e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance.

Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series.

The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees.

Each Security shall be dated the date of its authentication.

No Security shall entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

SECTION 3.04

Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the applicable Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the applicable Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same indebtedness. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of the Depositary for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustees definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security and of like tenor and evidencing the same indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be surrendered by the Depositary to the Trustees, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the applicable Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by the Depositary as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.01).

Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness following the Exchange Date when the account holder instructs the Depositary to request such exchange on his behalf and delivers to the Depositary a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of the Depositary, the Trustees, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of the Depositary.

Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to the Depositary on such Interest Payment Date upon delivery by the Depositary to the Trustees of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.01), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to the Depositary a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.01). Notwithstanding anything to the

contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 3.04 and of the third paragraph of Section 3.03 and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal of, premium (if any) or interest (if any) owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by the Depositary and not paid as herein provided shall be returned to the Trustees immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.03.

SECTION 3.05

Registration, Registration of Transfer and Exchange.

So long as required by Trust Indenture Legislation, the Company shall cause to be kept at the Corporate Trust Offices of the applicable Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Offices of the Trustees and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Holders of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustees. The Trustees are hereby initially appointed as security registrar (the “Security Registrar”) for the purpose of registering Securities and transfers of Securities as herein provided. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided, however, that, no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustees shall not be or shall cease to be the Securities Registrar with respect to a series of Securities, they shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Securities Register for such series of Securities.

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the applicable Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and evidencing the same indebtedness.

For Canadian Securities, the Security must be duly endorsed for transfer or in a duly endorsed transferable form as applicable and must comply with the current industry practice in accordance with the Securities Transfer Association of Canada.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor and evidencing the same indebtedness, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the applicable Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Whenever any Securities are so surrendered for exchange, the Company shall execute, and the applicable Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in this Section. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as contemplated by Section 3.01 and provided that any applicable notice provided in the permanent global Security shall have been given to the Company, the Trustees and the Depositary, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the applicable Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the applicable Trustee, as the Company’s agent for such purpose, to be exchanged in whole or from time to time in part, for definitive Securities without charge, and the applicable Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged. If a Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

Transfers of global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. If at any time the Depositary for Securities of a series notifies the Company that it is unwilling, unable or no longer qualifies to continue as Depositary for Securities of such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary for the Securities of such series. If a successor to the Depositary for Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company’s election pursuant to Section 3.01 shall no longer be effective with respect to the Securities for such series and the Company will execute, and the applicable Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global Security or Securities representing such series and evidencing the same indebtedness in exchange for such global Security or Securities.

The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more global Securities shall no longer be represented by such global Security or Securities. In such event the Company will execute, and the applicable Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in

an aggregate principal amount equal to the principal amount of the global Security or Securities representing such series and evidencing the same indebtedness in exchange for such global Security or Securities.

Upon the exchange of a global Security for Securities in definitive form, such global Security shall be cancelled by the applicable Trustee. Securities issued in exchange for a global Security pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the applicable Trustee in writing. The applicable Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar or applicable securities transfer industry practices) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

Any registration of transfer or exchange of Securities may be subject to service charges by the Securities Registrar and the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series in definitive form during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 11.03 or 12.03 and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security in definitive form so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue, register the transfer of or exchange any Security in definitive form which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 3.06

Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the applicable Trustee, the Company shall execute and the applicable Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and evidencing the same indebtedness and bearing a number not contemporaneously outstanding, or, in case any such mutilated Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, , pay such Security. If there shall be delivered to the Company and to the Trustees (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security (or surety in the case of the Canadian Trustee) or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustees that such Security has been acquired by a bona fide purchaser , the Company shall execute and upon Company Order the applicable Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and evidencing the same indebtedness and bearing a number not contemporaneously outstanding.

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security appertaining to such mutilated, destroyed, lost or stolen Security, pay such Security.

Upon the issuance of any new Security under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustees) connected therewith.

Every new Security of any series issued pursuant to this Section 3.06 in lieu of any mutilated, destroyed, lost or stolen Security, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and the Holders of such Security shall be entitled to all the benefits of this Indenture equally and proportionately with the Holders of any and all other Securities of that series duly issued hereunder.

The provisions of this Section 3.06 as amended or supplemented pursuant to this Indenture with respect to a particular series of Securities or generally are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07

Payment of Principal, Premium and Interest; Interest Rights Preserved; Optional Interest Reset.

(a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest (if any) on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid by the Paying Agent to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 10.02; provided, however, that each installment of interest (if any) on any Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.09, to the address of such Person as it appears on the Security Register, (ii) wire transfer to an account located in the United States maintained by the Person entitled to such payment as specified in the Security Register, or (iii) as otherwise specified pursuant to Section 3.01 for the Securities of such series. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, principal and premium (if any) paid in relation to any Security shall be paid to the Holder of such Security only upon presentation and surrender of such Security at the office or agency of the Company maintained for such purpose pursuant to Section 10.02.

Unless otherwise provided as contemplated by Section 3.01, every permanent global Security will provide that interest (if any) payable on any Interest Payment Date will be paid to the Depositary with respect to that portion of such permanent global Security held for its account by the Depositary, for the purpose of permitting the Depositary to credit the interest (if any) received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of

such series (such defaulted interest and, if applicable, interest thereon herein collectively called “Defaulted Interest”) must be paid by the Company as provided for in either clause (1) or (2), at the Company’s election:

(1)

The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustees in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the applicable Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustees for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustees shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustees of the notice of the proposed payment. The Trustees shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 1.07, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)

The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and, upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustees of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustees.

(b) The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to such Security by notifying the Trustees of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustees shall transmit, in the manner provided for in Section 1.07, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each

such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or the spread or spread multiplier, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustees to transmit, in the manner provided for in Section 1.07, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustees shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustees, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section 3.07 and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08

Optional Extension of Stated Maturity.

The provisions of this Section 3.08 may be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustees of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the Company exercises such option, the Trustees shall transmit, in the manner provided for in Section 1.07, to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate (if any) applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustees’ transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustees to transmit, in the manner provided for in Section 1.07, notice of such higher interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate.

If the Company extends the Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustees shall be at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustees revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity.

SECTION 3.09

Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustees and any agent of the Company or the Trustees may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium (if any) and (subject to Sections 3.05 and 3.07) interest (if any) on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustees or any agent of the Company or the Trustees shall be affected by notice to the contrary.

The Depositary for Securities may be treated by the Company, the Trustees, and any agent of the Company or the Trustees as the owner of such global Security for all purposes whatsoever. None of the Company, the Trustees, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustees, or any agent of the Company or the Trustees, from giving effect to any written certification, proxy or other authorization furnished by any Depositary, as a Holder, with respect to such global Security or impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

SECTION 3.10

Cancellation.

All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than a Trustee, be delivered to either Trustee. All Securities so delivered to either Trustee shall be promptly cancelled by such Trustee. The Company may at any time deliver to a Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to either Trustee (or to any other Person for delivery to such Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by such Trustee. If the Company shall so acquire any of the Securities, however, such

acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to either Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.10, except as expressly permitted by this Indenture. All cancelled Securities held by either Trustee shall be disposed of by such Trustee in accordance with its customary procedures and certification of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled Securities be returned to it.

SECTION 3.11

Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 with respect to any Securities, interest (if any) on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest calculated under a Security for any period in any calendar year (the “calculation period”) is equivalent, is the rate payable under a Security in respect of the calculation period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the calculation period.

SECTION 3.12

Currency and Manner of Payments in Respect of Securities.

(a) With respect to Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, payment of the principal of, premium (if any) and interest (if any) on such Security of such series will be made in the Currency in which such Security is payable. The provisions of this Section 3.12 may be modified or superseded with respect to any Securities pursuant to Section 3.01.

(b) It may be provided pursuant to Section 3.01 with respect to Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of, premium (if any) or interest (if any) on such Securities in any of the Currencies which may be designated for such election by delivering to the Trustees a written election with signature guarantees and in the applicable form established pursuant to Section 3.01, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustees (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Security who shall not have delivered any such election to the Trustees not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 3.12(a). The Trustees shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Securities for which Holders have made such written election.

(c) Unless otherwise specified pursuant to Section 3.01, if the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not later than the fourth Business Day after the Election Date for each payment date for Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the Currency in which Securities of such series are payable, the respective aggregate

amounts of principal of, premium (if any) and interest (if any) on the Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Securities as to which the Holders of Securities of such series shall have elected to be paid in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 3.01, on the second Business Day preceding such payment date the Company will deliver to the Trustees for such series of Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 3.01, the Dollar or Foreign Currency amount receivable by Holders of Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then, with respect to each date for the payment of principal of, premium (if any) and interest (if any) on the applicable Securities denominated or payable in such Foreign Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 3.01, the Dollar amount to be paid by the Company to the Trustees and by the Trustees or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a Currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a Currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 3.01, if the Holder of a Security denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) above.

(f) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

(g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section 3.12 the following terms shall have the following meanings:

A “Component Currency” shall mean any Currency which, on the Conversion Date, was a component currency of the relevant Currency unit, including, but not limited to, the Euro.

A “Specified Amount” of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant Currency unit, including, but not limited to, the Euro, on the Conversion Date. If after the Conversion Date the official

unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant Currency unit, including, but not limited to, the Euro, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of such Currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

“Election Date” shall mean the date for any series of Securities as specified pursuant to clause (15) of Section 3.01 by which the written election referred to in paragraph (b) above may be made.

All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustees and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustees of any such decision or determination.

In the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof to the Trustees and to the Exchange Rate Agent (and the Trustees will promptly thereafter give notice in the manner provided for in Section 1.07 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to the Euro or any other Currency unit in which Securities are denominated or payable, the Company will immediately give written notice thereof to the Trustees and to the Exchange Rate Agent (and the Trustees will promptly thereafter give notice in the manner provided for in Section 1.07 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustees and the Exchange Rate Agent.

The Trustees shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent.

SECTION 3.13

Appointment and Resignation of Successor Exchange Rate Agent.

(a) Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the payment of principal, premium (if any) and interest (if any) pursuant to Section 3.12.

(b) The Company shall have the right to remove and replace from time to time the Exchange Rate Agent for any series of Securities. No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section 3.13 shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and the Trustees.

(c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified pursuant to Section 3.01, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same Currency).

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01

Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and the rights of Holders of such series of Securities to receive, solely from the trust fund described in subclause (b) of clause (1) of this Section 4.01, payments in respect of the principal of, premium (if any) and interest (if any) on such Securities when such payments are due and except as provided in the last paragraph of this Section 4.01) and the Trustees, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when

(1) either

(a) all Securities of such series theretofore authenticated and delivered (other than Securities of such series for whose payment money has theretofore been deposited in trust with either Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 10.03) have been delivered to either Trustee for cancellation; or

(b) all Securities of such series not theretofore delivered to either Trustee for cancellation

(i)

have become due and payable, or

(ii)

will become due and payable at their Stated Maturity within one year, or

(iii)

if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustees for the giving of notice of redemption by the Trustees in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with either Trustee as trust funds in trust for such purpose an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to such Trustee for cancellation, for principal, premium (if any) and interest (if any) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)

the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)

the Company has delivered to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustees under Section 6.07, the obligations of the Trustees to any Authenticating Agent under Section 6.12 and, if money shall have been deposited with the Trustees pursuant to subclause (b) of clause (1) of this Section 4.01, the obligations of the Trustees under Section 4.02, Section 6.07(3) and the last paragraph of Section 10.03 shall survive.

SECTION 4.02

Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustees pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustees may determine, to the Persons entitled thereto, of the principal, premium (if any) and interest (if any) for whose payment such money has been deposited with the Trustees; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

SECTION 5.01

Events of Default.

“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to a supplemental indenture, Board Resolution or Officer’s Certificate establishing the terms of such series pursuant to Section 3.01 of this Indenture:

(1)

default in the payment of any interest due on any Security of that series, when such interest becomes due and payable, and continuance of such default for a period of 30 days; or

(2)

default in the payment of the principal or premium (if any) in respect of any Security of that series at its Maturity; or

(3)

default in the deposit of any sinking fund, amortization or analogous payment when due by the terms of any Security of that series and Article Twelve; or

(4)

default in the performance, or breach, of any covenant or agreement of the Company in this Indenture which affects or is applicable to the Securities of that series (other than a covenant or agreement, a default in whose performance or whose breach is elsewhere in this Section 5.01 specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given (and 120 days with respect to a default or breach under Section 7.05), by registered or certified mail, to the Company by the Trustees or to the Company and the Trustees by the Holders of at least 25% in principal amount of all Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5)

the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under or subject to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Federal Bankruptcy Code or any other federal, provincial, state or foreign bankruptcy, insolvency or analogous laws, or the issuance of a sequestration order or the (appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or in receipt of any substantial part of the property of the Company, and any such decree, order or appointment continues unstayed and in effect for a period of 90 consecutive days; or

(6)

the institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under or subject to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the U.S. Federal Bankruptcy Code or any other federal, provincial, state or foreign bankruptcy, insolvency or analogous laws or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due or the taking by it of corporate action in furtherance of any of the aforesaid purposes; or

(7)

any other Event of Default provided with respect to Securities of that series.

SECTION 5.02

Acceleration of Maturity; Rescission and Annulment.

If an Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01 with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case, either Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that

series, may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustees if given by Holders), and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 5.01 occurs and is continuing, then the principal amount of all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustees or any Holder.

At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by either Trustee as hereinafter provided in this Article Five, the Holders of a majority in principal amount of the Outstanding Securities of that series (or of all series, as the case may be), by written notice to the Company and the Trustees, may rescind and annul such declaration and its consequences if:

(1)

the Company has paid or deposited with either Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)),

(a)

all overdue interest (if any) on all Outstanding Securities of that series (or of all series, as the case may be),

(b)

all unpaid principal of and premium (if any) on any Outstanding Securities of that series (or of all series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal and premium (if any) at the rate or rates prescribed therefor in such Securities,

(c)

to the extent that payment of such interest is legally enforceable, interest on overdue interest at the rate or rates prescribed therefor in such Securities, and

(d)

all sums paid or advanced by the Trustees hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustees, their agents and counsel; and

(2)

all Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of amounts of principal of, premium (if any) or interest (if any) on Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03

Collection of Debt and Suits for Enforcement by Trustees.

The Company covenants that if

(1)

default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)

default is made in the payment of the principal of or premium (if any) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustees, pay to the applicable Trustee for the benefit of the Holders of such Securities , the whole amount then due and payable on such Securities for principal of, premium (if any) and interest (if any) and interest on any overdue principal, overdue premium (if any) and, to the extent lawful, overdue interest (if any), at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustees, their agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustees, in their own names as trustees of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities of any series (or of all series, as the case may be) occurs and is continuing, either Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series (or of all series, as the case may be) by such appropriate judicial proceedings as such Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04

Trustees May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, each Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether either Trustee shall have made any demand on the Company for the payment of overdue principal, premium (if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)

to file and prove a claim for the whole amount of principal and premium (if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and interest (if any) owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to such Trustee and, in the event that such Trustee shall consent to the making of such payments directly to the Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and

advances of each Trustee, its agents and counsel, and any other amounts due to such Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustees to vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05

Trustees May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture, the Securities may be prosecuted and enforced by the Trustees without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by either Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 5.06

Application of Money Collected.

Any money collected by either Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustees and, in case of the distribution of such money on account of principal of, premium (if any) or interest (if any) upon presentation of the Securities, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: to the payment of all amounts due the Trustees under Section 6.07;

Second: to the payment of the amounts then due and unpaid for principal of, premium (if any) and interest (if any), on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any) and interest (if any), respectively; and

Third: the balance, if any, to the Person or Persons entitled thereto.

SECTION 5.07

Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1)

such Holder has previously given written notice to the Trustees of a continuing Event of Default with respect to the Securities of that series;

(2)

the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or, in the case of any Event of Default described in clause (5) or (6) of Section 5.01, the Holders of not less than 25% in principal amount of all Outstanding Securities, shall have made written request to the Trustees to institute proceedings in respect of such Event of Default in their own names as Trustees hereunder;

(3)

such Holder or Holders have offered to the Trustees reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)

the Trustees for 60 days after their receipt of such notice, request and offer of indemnity have failed to institute any such proceeding; and

(5)

no direction inconsistent with such written request has been given to the Trustees during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or in the case of any Event of Default described in clause (5) or (6) of Section 5.01, by the Holders of a majority or more in principal amount of all Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or of Holders of all Securities in the case of any Event of Default described in clause (5) or (6) of Section 5.01, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4) or (7) of Section 5.01, or of Holders of all Securities in the case of any Event of Default described in clause (5) or (6) of Section 5.01.

SECTION 5.08

Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Fourteen) and in such Security, of the principal of and premium (if any) and (subject to Section 3.07) interest (if any) on, such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of the Holder as contemplated by Article Twelve, on the Repayment Date) and subject to the limitations on a Holder’s ability to institute suit contained Section 5.07, to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 5.09

Restoration of Rights and Remedies.

If either Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustees and the Holders of Securities shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustees and the Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10

Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustees or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the

extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11

Delay or Omission Not Waiver.

No delay or omission of the Trustees or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustees or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustees or by the Holders, as the case may be.

SECTION 5.12

Control by Holders.

With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred on the Trustees, relating to or arising under clause (1), (2), (3), (4) or (7) of Section 5.01, and, with respect to all Securities, the Holders of not less than a majority in principal amount of all Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred on the Trustees, not relating to or arising under clause (1), (2), (3), (4) or (7) of Section 5.01, provided that in each case

(1)

such direction shall not be in conflict with any rule of law or with this Indenture,

(2)

the Trustees may take any other action deemed proper by the Trustees which is not inconsistent with such direction, and

(3)

the Trustees need not take any action which might involve them in personal liability or be unjustly prejudicial to the Holders of Securities of such series not consenting.

SECTION 5.13

Waiver of Past Defaults.

Subject to Section 5.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past Default described in clause (1), (2), (3), (4) or (7) of Section 5.01 (or, in the case of a Default described in clause (5) or (6) of Section 5.01, the Holders of not less than a majority in principal amount of all Outstanding Securities may waive any such past Default), and its consequences, except a default

(1)

in respect of the payment of the principal of, premium (if any) or interest (if any) on any Security, or

(2)

in respect of a covenant or provision herein which under Article Nine cannot be modified or amended without the consent of the Holder of each outstanding Security of such series affected.

Upon any such waiver, any such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

SECTION 5.14

Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustees, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15

Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against either Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in Trust Indenture Legislation; provided, however, that neither this Section 5.15 nor the provisions of TIA Section 315(e) shall apply to any suit instituted by either Trustee or by any Holder or group of Holders holding more than 10% in principal amount of all Outstanding Securities or by any Holder of any Security on any suit for the enforcement of the right to receive the principal of and interest on any such Securities.

ARTICLE SIX

THE TRUSTEES

SECTION 6.01

Notice of Defaults.

Each Trustee shall promptly give the other Trustee notice of any Default or Event of Default known to it. Within a reasonable time, but no more than 30 days after either Trustee has knowledge of any Default hereunder with respect to the Securities of any series, one or both of the Trustees shall transmit in the manner and to the extent provided in Trust Indenture Legislation, including TIA Section 313(c), notice to the Holders of such Default hereunder known to either Trustee, unless such Default shall have been cured or waived (and, in the case where such Default shall have been cured, the Trustees shall notify the Holders in writing of such cure in writing within a reasonable time, but not exceeding 30 days, after the Trustees have become aware that the Default has been cured); provided, however, that, except in the case of a Default in the payment of the principal of, premium (if any) or interest (if any) on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustees shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of each Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; provided further that in the case of any Default of the character specified in clause (4) of Section 5.01 with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof.

SECTION 6.02

Certain Duties and Responsibilities of Trustees.

(a) The Trustees, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform with respect to the Securities of any series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustees.

(b) In all instances, in the exercise of the powers, rights, duties and discharge of obligations prescribed or conferred by the terms of this Indenture, each Trustee shall act honestly and in good faith with a view to the best interests of the Holders and exercise that degree of care, diligence and skill that a reasonably prudent trustee in respect of indentures for the purpose of issuing corporate debt obligations would exercise in comparable circumstances.

(c) No provision of this Indenture shall be construed to relieve each Trustee from liability for its own actions or failure to act in accordance with Subsection 6.02(b), except that:

(i)

prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A)

the duties and obligations of each Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustees shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustees; and

(B)

in the absence of bad faith on the part of either Trustee, such Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustees and conforming to the requirements of this Indenture and Trust Indenture Legislation; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustees, the Trustees shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; provided, however, the Canadian Trustee shall not be required to determine whether the certificates or opinions presented to it conform to the Trust Indenture Act and the U.S. Trustee shall not be required to determine whether the certificates or opinions presented to it conform to Canadian Trust Indenture Legislation.

(ii)

the Trustees shall not be liable with respect to any action taken or omitted to be taken by them in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred upon the Trustees under this Indenture;

(iii)

none of the provisions contained in this Indenture shall require either Trustee to expend or risk their own funds or otherwise incur personal or any financial liability in the performance of any of their duties or in the exercise of any of their rights or powers; and

(iv)

whether or not therein expressly so provided, except to the extent expressly provided herein to the contrary, every provision of this Indenture relating to the conduct or effecting the liability or affording protection to the Trustees shall be subject to the provisions of this Section 6.02.

(d) Notwithstanding the provisions of this Section 6.02 or any provision in this Indenture or in the Securities, the Trustees will not be charged with knowledge of the existence of any Event of Default or any other fact that would prohibit the making of any payment of monies to or by the Trustees, or the taking of any other action by the Trustees, unless and until the Trustees have received written notice thereof from the Company or any Holder.

SECTION 6.03

Certain Rights of Trustees.

Subject to the provisions of TIA Sections 315(a) through 315(d):

(1)

the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties;

(2)

any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3)

whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(4)

the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon;

(5)

the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction;

(6)

the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(7)

in an Event of Default, the Trustees’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b);

(8)

the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and

(9)

the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

SECTION 6.04

Trustees Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except for a Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Indenture or of the Securities , except that the Trustees represent that they are duly authorized to execute and deliver this Indenture, authenticate the Securities and perform their obligations hereunder and that the statements made by the U.S. Trustee in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. Nothing herein contained will impose on either Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any supplemental indenture. The Trustees shall not be bound to give notice to any person of the execution hereof.

SECTION 6.05

May Hold Securities.

The Trustees, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustees, in their individual or any other capacity, may become the owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company, including, without limitation, as a creditor of the Company, with the same rights they would have if they were not Trustees, Authenticating Agent, Paying Agent, Security Registrar or such other agent. A Trustee that has resigned or is removed shall remain subject to TIA Section 311(a) to the extent provided therein.

SECTION 6.06

Money Held in Trust.

Money held by the Trustees in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustees shall be under no liability for interest on any money received by them hereunder except as otherwise agreed with the Company.

SECTION 6.07

Compensation and Reimbursement.

The Company agrees:

(1)

to pay to the Trustees from time to time reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)

except as otherwise expressly provided herein, to reimburse the Trustees upon their request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to the U.S. Trustee’s gross negligence or bad faith or the Canadian Trustee’s gross negligence or willful misconduct, respectively; and

(3)

to indemnify the Trustees for, and to hold them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the U.S. Trustee, or gross negligence or willful misconduct on the part of the Canadian Trustee, respectively, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including reasonable attorneys’ fees and other reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

The obligations of the Company under this Section 6.07 to compensate the Trustees, to pay or reimburse the Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. As security for the performance of such obligations of the Company, the Trustees shall have a claim prior to the Securities upon all property and funds held or collected by the Trustees as such, except funds held in trust for the payment of principal of, premium (if any) or interest (if any) on particular Securities.

When the Trustees incur expenses or render services in connection with an Event of Default specified in clause (5) or (6) of Section 5.01, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable United States or Canadian federal, state or provincial bankruptcy, insolvency or other similar law.

The provisions of this Section 6.07 shall survive the termination of this Indenture.

SECTION 6.08

Corporate Trustees Required; Eligibility.

(1)

There shall be at all times a U.S. Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and, together with its immediate parent, shall have a combined capital and surplus of at least $50,000,000. If the U.S. Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of United States federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.08, the combined capital and surplus of U.S. Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the U.S. Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.

(2)

For so long as required by Trust Indenture Legislation, there shall be a Canadian Trustee under this Indenture. The Canadian Trustee shall at all times be a resident or authorized to do business in the Province of British Columbia and any other province in Canada where Holders may be resident from time to time. The Canadian Trustee represents and warrants that no material conflict of interest exists in the Canadian Trustee’s role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trust hereunder. If any such material conflict of interests exists or hereafter shall exist, the validity and enforceability of this Indenture shall not be affected in any manner whatsoever by reason thereof.

(3)

The Trustees will not be required to give any bond or security in respect of the execution of the trusts and powers set out in this Indenture or otherwise in respect of the premises.

(4)

Neither Trustee nor any Affiliate of either Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Company.

SECTION 6.09

Resignation and Removal; Appointment of Successor.

(1)

No resignation or removal of either Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.

(2)

Either Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to such Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(3)

Either Trustee may be removed following 30 days notice at any time with respect to the Securities of any series by Act of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series, delivered to such Trustee and to the Company.

(4)

If at any time:

(i)

either Trustee shall acquire any conflicting interest as defined in TIA Section 310(b) and fail to comply with the provisions of TIA Section 310(b)(i), or

(ii)

either Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(iii)

either Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(iv)

either Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Trustee or of its property shall be appointed or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove such Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of such Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.

(5)

If either Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the U.S. Trustee or the Canadian Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall

promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series) provided, however, that the Company shall not be required to appoint a successor Trustee to the Canadian Trustee if the Canadian Trustee resigns or is removed and a Canadian Trustee under this Indenture is no longer required under Trust Indenture Legislation. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(6)

The Company shall give notice of each resignation and each removal of a Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to the Holders of Securities of such series in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

(7)

If a Canadian Trustee under this Indenture is no longer required by Trust Indenture Legislation, then the Company by a Board Resolution may remove the Canadian Trustee.

SECTION 6.10

Acceptance of Appointment by Successor.

(1)

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(2)

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall

be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Whenever there is a successor Trustee with respect to one or more (but less than all) series of Securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the provisos to the respective definitions of those terms in Section 1.01 which contemplate such situation.

(3)

Upon reasonable request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (1) or (2) of this Section 6.10, as the case may be.

(4)

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six.

SECTION 6.11

Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which either Trustee or its corporate trust business may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which either Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of either Trustee, shall be the successor of such Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have been authenticated by such predecessor Trustee, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of such Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 6.12

Appointment of Authenticating Agent.

At any time when any of the Securities remain outstanding, the Trustees may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to authenticate Securities of such series and the Trustees shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the applicable Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustees, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustees or either Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province thereof, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by United States federal or state or Canadian federal or provincial authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.12, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, it shall resign immediately in the manner and with the effect specified in this Section 6.12.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustees and to the Company. The Trustees may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.12, the Trustees may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 1.07. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.12.

The Trustees agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.12, and the Trustees shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07.

If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to either Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

(Certificate of Authentication may be executed by either Trustee)

, as U.S. Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


,
as U.S. Trustee

By:
		As Authenticating Agent

By:
		Authorized Officer

, as Canadian Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


,
as Canadian Trustee

By:
		As Authenticating Agent

By:
		Authorized Officer

SECTION 6.13

Joint Trustees.

The rights, powers, duties and obligations conferred and imposed upon the Trustees are conferred and imposed upon and shall be exercised and performed by the U.S. Trustee and the Canadian Trustee individually, except to the extent the Trustees are required under Trust Indenture Legislation to perform such acts jointly, and neither Trustee shall be liable or responsible for the acts or omissions of the other Trustee. If the U.S. Trustee and Canadian Trustee are unable to agree jointly to act or refrain from acting, the applicable Trustee shall make the decision in accordance with its applicable legislation. Unless the context implies or requires otherwise, any written notice, request, direction, certificate, instruction, opinion or other document (each such document, a “Writing”) delivered pursuant to any provision of this

Indenture to any of the U.S. Trustee or the Canadian Trustee shall be deemed for all purposes of this Indenture as delivery of such Writing to the Trustee. Each such Trustee in receipt of such Writing shall notify such other Trustee of its receipt of such Writing within two Business Days of such receipt provided, however, that any failure of such trustee in receipt of such Writing to so notify such other Trustee shall not be deemed as a deficiency in the delivery of such Writing to the Trustee.

SECTION 6.14

Other Rights of Trustees.

Each Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, either Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should either Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to all parties provided (i) that such Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to such Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

The parties hereto acknowledge that Canadian federal and provincial legislation addressing the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Company, prior to transferring, or causing to be transferred, personal information to the Canadian Trustee, shall obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have been previously given and can be relied on or are not required under Privacy Laws. The Canadian Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees to (i) have designated a chief privacy officer; (ii) maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (iii) use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent and direction of the Company; (iv) not sell or otherwise improperly disclose personal information to any third party; and (v) use employee administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft or unauthorized access, use or modification.

It is expressly acknowledged and agreed that the Canadian Trustee may, in the course of providing services hereunder, collect or receive, use and disclose financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(i)

to provide the services required under this Indenture and other services that may be requested from time to time;

(ii)

to help the Canadian Trustee manage its servicing relationships with such individuals;

(iii)

to meet the Canadian Trustee’s legal and regulatory requirements; and

(iv)

if social insurance numbers are collected by the Canadian Trustee, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Further, each party agrees that it shall not provide or cause to be provided to the Canadian Trustee any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures. Notwithstanding anything to the contrary herein, the Company and the Trustees may, without liability, disclose information about the Holders and beneficial owners or potential Holders or potential beneficial owners of the Securities pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law.

Each Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be holders, subject to all the terms and conditions herein set forth.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01

Company to Furnish Trustees Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustees (1) not more than 15 days after each Regular Record Date, or such lesser time as required by the Trustees, a list, in such form as the Trustees may reasonably require, of the names and addresses of Holders as of such Regular Record Date; provided, however, that the Company shall not be obligated to furnish or cause to be furnished such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustees by the Company or at such times as either Trustee is acting as Security Registrar for the applicable series of Securities and (2) at such other times as the Trustees may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

SECTION 7.02

Preservation of List of Names and Addresses of Holders.

The Trustees shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to them as provided in Section 7.01 and as to the names and addresses of Holders received by either Trustee in its capacity as Security Registrar for the applicable series of Securities (if acting in such capacity).

The Trustees may destroy any list furnished as provided in Section 7.01 upon receipt of a new list so furnished.

Holders may communicate as provided in TIA Section 312(b) with other Holders with respect to their rights under this Indenture or under the Securities.

SECTION 7.03

Disclosure of Names and Addresses of Holders.

Every Holder of Securities , by receiving and holding the same, agrees with the Company and the Trustees that none of the Company or the Trustees or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was

derived, and that the Trustees shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

SECTION 7.04

Reports by Trustees.

(1)

Within 60 days after May 15 of each year commencing with the first year after the first issuance of Securities pursuant to this Indenture, the U.S. Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such reporting date, if required by TIA Section 313(a).

(2)

The U.S. Trustee shall comply with TIA Sections 313(b) and 313(c).

(3)

A copy of such report shall, at the time of such transmission to the Holders, be filed by the U.S. Trustee with the Company, with each securities exchange upon which any of the Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustees when the Securities become listed on any securities exchange.

SECTION 7.05

Reports by the Company.

(1)

The Company will file with the Trustees, within 20 days after filing with or furnishing to the Commission, copies of its annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file or furnish with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustees and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; provided that any such reports, information or documents filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system shall be deemed filed with the Trustees.

(2)

The Company will transmit to all Holders, in the manner and to the extent provided in TIA Section 313(c), within 30 days after the filing thereof with the Trustees, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraph (1) of this Section 7.05 as may be required by rules and regulations prescribed from time to time by the Commission.

(3)

If at any time the Securities are guaranteed by a direct or indirect parent of the Company, and such parent has furnished the reports required by this Section 7.05 with respect to parent as required by this Section 7.05 as if parent were the Company (including any financial information required hereby), the Company shall be deemed to be in compliance with this Section 7.05.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01

Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not amalgamate or consolidate with or merge into or enter into any statutory arrangement with any other Person, or, directly or indirectly, convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

(1)

the Person formed by or continuing from such amalgamation or consolidation or into which the Company is merged or with which it enters into such statutory arrangement or the Person which acquires by operation of law or by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company shall be a corporation, partnership or trust organized and validly existing under the laws of Canada or any province or territory thereof, the United States of America or any state thereof or the District of Columbia or, if such amalgamation, consolidation, merger, statutory arrangement or other transaction would not impair the rights of Holders, any other country, and, unless the Company is the continuing corporation, shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustees, in form satisfactory to the Trustees, the Company’s obligation for the due and punctual payment of the principal of, premium (if any) and interest (if any) on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2)

immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing; and

(3)

the Company or such Person shall have delivered to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, statutory arrangement or other transaction and such supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with.

Notwithstanding the above, the Company may consolidate with, amalgamate with, undergo an arrangement with, merge with or into an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States or the District of Columbia or in another province or territory of Canada.

This Section 8.01 shall only apply to a merger, consolidation or amalgamation in which the Company is not the surviving Person and to conveyances, leases and transfers by the Company as transferor or lessor.

SECTION 8.02

Successor Person Substituted.

Upon any amalgamation or consolidation by the Company with or merger by the Company into any other corporation or a statutory arrangement or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to any Person in accordance with Section 8.01, the successor Person formed by such amalgamation or consolidation or into which the Company is merged or statutory arrangement, or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein,

and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 8.01), except in the case of a lease, shall be discharged of all obligations and covenants under this Indenture and the Securities and may be dissolved and liquidated.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.01

Supplemental Indentures Without Consent of Holders.

Notwithstanding Section 9.02, without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustees, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustees, for any of the following purposes:

(1)

to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or

(2)

to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3)

to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or

(4)

to delete or modify any Events of Default with respect to a series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series, and to specify the rights and remedies of the Trustees and the Holders of such Securities in connection therewith); or

(5)

to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(6)

to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or

(7)

to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or

(8)

to close this Indenture with respect to the authentication and delivery of additional series of Securities; or

(9)

to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or

(10)

to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; or

(11)

to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or

(12)

to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or

(13)

to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

SECTION 9.02

Supplemental Indentures with Consent of Holders.

Except as provided in Section 9.01 and this Section 9.02, with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustees, the Company, when authorized by or pursuant to a Board Resolution, and the Trustees may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series,

(1)

change the Stated Maturity of the principal of, premium (if any) or any installment of interest (if any) on any Security of such series, or reduce the principal amount thereof, premium (if any) or the rate of interest (if any) thereon, or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.04, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after

the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 3.01 herein, or

(2)

reduce the percentage in principal amount of the Outstanding Securities of such series required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture, or

(3)

modify any of the provisions of this 9.02 Section, Section 5.13 or Section 10.09, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders of Securities of such series, shall not affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this 9.02 Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03

Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustees shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Each Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects such Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04

Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05

Conformity with Trust Indenture Legislation.

Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of Trust Indenture Legislation as then in effect.

SECTION 9.06

Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustees, bear a notation in form approved by the Trustees as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustees and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustees in exchange for outstanding Securities of such series.

SECTION 9.07

Notice of Supplemental Indentures.

Promptly after the execution by the Company and the Trustees of any supplemental indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Holders of each outstanding Security affected, in the manner provided for in Section 1.07, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 10.01

Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of, premium (if any) and interest (if any), on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 10.02

Maintenance of Office or Agency.

(1)

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served .

(2)

The Company will give prompt written notice to the Trustees of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustees with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Offices of the Trustees.

(3)

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustees of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 3.01 with respect to a series of Securities, the Company hereby initially appoints the U.S. Trustee at its Corporate Trust

Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands.

(4)

Unless otherwise specified with respect to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

SECTION 10.03

Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities , it will, on or before each due date of the principal of, premium (if any) or interest (if any) on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal of, premium (if any) or interest (if any) on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustees of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to or on each due date of the principal of, premium (if any) or interest (if any) on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal, premium (if any) or interest (if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is a Trustee) the Company will promptly notify the Trustees of its action or failure so to act.

The Company will cause each Paying Agent (other than the Trustees) for any series of Securities to execute and deliver to the Trustees an instrument in which such Paying Agent shall agree with the Trustees, subject to the provisions of this 10.03 Section, that such Paying Agent will:

(1)

hold all sums held by it for the payment of the principal of, premium (if any) and interest (if any) on Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)

give the Trustees notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal of, premium (if any) or interest (if any) on the Securities of such series; and

(3)

at any time during the continuance of any such default, upon the written request of the Trustees, forthwith pay to the Trustees all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustees all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustees upon the same trusts as those upon which sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustees, such Paying Agent shall be released from all further liability with respect to such sums.

Except as provided in the Securities of any series, any money deposited with the Trustees or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium (if any) or interest (if any) on any Security of any series, and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustees or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

SECTION 10.04

Statement as to Compliance.

The Company shall deliver to the Trustees, on or before 120 days after the end of the Company’s fiscal year, an Officer’s Certificate stating that a review of the activities of the Company during such fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer, that the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or propose to take with respect thereto). The Company shall deliver to the Trustees upon demand evidence in such form as the Trustees may require as to compliance by the Company with any condition or covenant of the Company set out herein relating to any action required or permitted to be taken by the Company under this Indenture or as a result of any obligation imposed by this Indenture. For purposes of this Section 10.04, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

SECTION 10.05

Waiver of Certain Covenants.

The Company may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition in any covenants of the Company added to this Article Ten pursuant to Section 3.01(19) in connection with Securities of such series, if before the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of any series, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustees to Holders of Securities of such series in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01

Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article Eleven.

SECTION 11.02

Election to Redeem; Notice to Trustees.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least

60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustees), notify the Trustees of such Redemption Date and of the principal amount of Securities of such series to be redeemed and, in the case of certificated Securities, shall deliver to the Trustees such documentation and records as shall enable the Trustees to select the Securities to be redeemed pursuant to Section 11.03. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish to the Trustees an Officer’s Certificate evidencing compliance with such restriction.

SECTION 11.03

Selection by Trustees of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustees, from the Outstanding Securities of such series not previously called for redemption, in the case of certificated Securities, by such method as the Trustees shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Securities of such series, or in the case of Securities in global form in accordance with the policies and procedures of the applicable Depositary; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 3.01.

The Trustees shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

SECTION 11.04

Notice of Redemption.

Except as otherwise specified as contemplated by Section 3.01, notice of redemption shall be given in the manner provided for in Section 1.07 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. Failure to give notice in the manner provided in Section 1.07 to the Holder of any Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof.

All notices of redemption shall state:

(1)

the Redemption Date,

(2)

the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 11.06, if any,

(3)

if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed,

(4)

in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such

Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(5)

that on the Redemption Date, the Redemption Price and accrued interest (if any) to the Redemption Date payable as provided in Section 11.06 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(6)

the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price and accrued interest (if any),

(7)

that the redemption is for a sinking fund, if such is the case, and

(8)

if applicable, any condition to such redemption.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustees in the name and at the expense of the Company.

SECTION 11.05

Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with a Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the Redemption Price of, and accrued interest (if any) on, all the Securities which are to be redeemed on that date.

SECTION 11.06

Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) (together with accrued interest (if any) to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest (if any)) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest (if any), to the Redemption Date; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium (if any) shall, until paid, bear interest from the Redemption Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.

SECTION 11.07

Securities Redeemed in Part.

Any Security which is to be redeemed only in part (pursuant to the provisions of this Article Eleven or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustees so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustees duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the applicable Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 12.01

Applicability of Article.

Retirements of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article Twelve.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

SECTION 12.02

Satisfaction of Sinking Fund Payments with Securities.

Subject to Section 12.03, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustees Outstanding Securities of a such series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company, and/or (2) receive credit for the principal amount of Securities of such series which have been previously delivered to the Trustees by the Company or redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustees at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 12.03

Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustees an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if

applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 12.02 (which Securities will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series.

Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 12.02 and without the right to make any optional sinking fund payment, if any, with respect to such series.

Not more than 60 days before each such sinking fund payment date the Trustees shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

Prior to any sinking fund payment date, the Company shall pay to the Trustees or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this 12.03 Section.

Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not exceed in the aggregate $100,000, the Trustees, unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage commissions, for which the Trustees or any Paying Agent will be reimbursed by the Company) not in excess of the principal amount thereof.

ARTICLE THIRTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 13.01

Applicability of Article.

Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article Thirteen.

SECTION 13.02

Repayment of Securities.

Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the

principal amount thereof, together with interest (if any) thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that, with respect to such Securities, on or before the Repayment Date it will deposit with a Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest (if any) on, all the Securities or portions thereof, as the case may be, to be repaid on such date.

SECTION 13.03

Exercise of Option.

Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.

SECTION 13.04

When Securities Presented for Repayment Become Due and Payable.

If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article Thirteen and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest- bearing, cease to bear interest. Upon surrender of any such Security for repayment in accordance with such provisions, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest (if any) to the Repayment Date; provided, however, that, in the case of Securities, installments of interest (if any) whose Stated Maturity is on or prior to the Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

If any Security surrendered for repayment shall not be so repaid upon surrender thereof for repayment, the principal amount and premium (if any) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.

SECTION 13.05

Securities Repaid in Part.

Upon surrender of any Security which is to be repaid in part only, the Company shall execute and the applicable Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01

Company’s Option to Effect Defeasance or Covenant Defeasance.

Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Company may, at its option, effect defeasance of the Securities of or within a series under Section 14.02, or covenant defeasance of or within a series under Section 14.03 in accordance with the terms of such Securities and in accordance with this Article Fourteen.

SECTION 14.02

Defeasance and Discharge.

Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities on the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustees, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of, premium (if any) and interest (if any) on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03, (C) the rights, powers, trusts, duties and immunities of the Trustees hereunder and (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities.

SECTION 14.03

Covenant Defeasance.

Upon the Company’s exercise of the above option applicable to this Section 14.03 with respect to any Securities of or within a series, the Company shall be released from, if specified pursuant to Section 3.01, its obligations under any covenant, with respect to such Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such

covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under clauses (4) or (7) of Section 5.01 or otherwise but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 14.04

Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Securities of or within a series:

(1)

The Company shall irrevocably have deposited or caused to be deposited with either Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium (if any) and interest (if any) under such Securities, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the Trustees (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) to pay and discharge, (i) the principal of, premium (if any) and interest (if any) on such Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of interest (if any), (ii) any mandatory sinking fund payments or analogous payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.02, a notice of its election to redeem all or any portion of such Securities at a future date in accordance with the terms of such Securities and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(2)

No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as clauses (5) and (6) of Section 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(3)

Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any default under any material agreement or instrument to which the Company is a party or by which it is bound.

(4)

In the case of an election under Section 14.02, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

(5)

In the case of an election under Section 14.03, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(6)

The Company shall have delivered to the Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders of such Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Securities include Holders who are not resident in Canada).

(7)

The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(8)

Notwithstanding any other provisions of this Section 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.01.

(9)

The Company shall have delivered to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be), have been complied with.

SECTION 14.05

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited with a Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) pursuant to Section 14.04 in respect of such Securities shall be held in trust and applied by such Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the

Company acting as its own Paying Agent), to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium (if any) and interest (if any) on such Securities but such money need not be segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(1) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 14.04(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms of any Security in respect of which the deposit pursuant to Section 14.04(1) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, premium (if any) and interest (if any) on such Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify such Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Securities.

Anything in this Article Fourteen to the contrary notwithstanding, such Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to such Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Fourteen.

SECTION 14.06

Reinstatement.

If a Trustee or any Paying Agent is unable to apply any money in accordance with Section 14.05 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.02 or 14.03, as the case may be, until such time as such Trustee or Paying Agent is permitted to apply all such money in accordance with Section 14.05; provided, however, that if the Company makes any payment of principal of, premium (if any) or interest (if any) on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by such Trustee or Paying Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.


ANFIELD ENERGY INC.
By:
Name:
Title:
,
as U.S. Trustee
By:
Name:
Title:
By:
Name:
Title:
,
as Canadian Trustee
By:
Name:
Title: Authorized Signing Officer
By:
Name:
Title: Authorized Signing Officer

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE

CERTIFICATE

ANFIELD ENERGY INC.

% Notes due

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by any person(s) that is not a citizen or resident of the United States; a corporation or partnership (including any entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia unless, in the case of a partnership, United States Treasury Regulations provide otherwise; any estate whose income is subject to United States federal income tax regardless of its source; or a trust if (A) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or (B) it was in existence on August 20, 1996 and has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person (“United States persons(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States. United States Treasury Regulation Section 1.165-12(c)(1)(iv) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Anfield Energy Inc. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the states and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly in writing on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to U.S. $ of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an

A-1-1

exchange for an interest in a permanent global security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify.

We understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the 15th day prior to

(i) the Exchange Date or (ii) the relevant Interest

Payment Date occurring prior to the Exchange

Date, as applicable]


[Name of Person Making Certification]
By:
Name:
Title:

A-1-2

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY THE DEPOSITARY

IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

ANFIELD ENERGY INC.

% Notes due

This is to certify that based solely on written certifications that we have received in writing or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the form attached hereto, as of the date hereof, U.S. $ principal amount of the above-captioned Securities (i) is owned by any person(s) that is not a citizen or resident of the United States; a corporation or partnership (including any entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia unless, in the case of a partnership, United States Treasury Regulations provide otherwise; any estate whose income is subject to United States federal income tax regardless of its source; or a trust if (A) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or (B) it was in existence on August 20, 1996 and has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person (“United States person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulation Section 1.165-12(c)(1)(iv) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Anfield Energy Inc. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted

A-2-1

herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:_____________

[To be dated as of (i) the Exchange Date or

(ii) the relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable]


[INSERT NAME OF DEPOSITARY]
By:
Name:
Title:

A-2-2

Calculation of Filing Fee Tables
F-10
ANFIELD ENERGY INC.

Table 1: Newly Registered Securities	☐Not Applicable

		Security Type	Security Class Title	Fee Calculation Rule or Instruction	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
		Equity	Common Shares	457(o)
		Debt	Debt Securities	457(o)
		Other	Subscription Receipts	457(o)
		Other	Warrants	457(o)
		Other	Units	457(o)
Fees to be Paid	1	Unallocated (Universal) Shelf		457(o)	$ 100,000,000.00	0.0001381	$ 13,810.00
Fees Previously Paid
			Total Offering Amounts:		$ 100,000,000.00		$ 13,810.00
			Total Fees Previously Paid:				$ 0.00
			Total Fee Offsets:				$ 0.00
			Net Fee Due:				$ 13,810.00

Offering Note

¹	There are being registered under this registration statement such indeterminate number of common shares, debt securities, subscription receipts, warrants and units (comprised of one or more of the preceding identified securities) of the Registrant, and a combination of such securities, separately or as units, as may be sold by the Registrant from time to time, which collectively shall have an aggregate initial offering price of not to exceed USD$100,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities under this registration statement. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Table 3: Combined Prospectuses	☑Not Applicable

	Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A