GoviEx rebrands into Atomic Eagle with reverse takeover of ASX-listed shell

[Ben Graham]

GoviEx Uranium (TSXV: GXU) has entered the Australian capital market by combining with ASX-listed shell company Tombador Iron (ASX: TI1) in a proposed reverse takeover (RTO) that would see GoviEx end up with a new capital structure, investor base and additional cash on hand.

Under the RTO arranged on Monday, Tombador would acquire all of GoviEx’s Class A shares, issuing 0.2534 of its own shares for each GoviEx share acquired. Upon completion, existing GoviEx shareholders would own 75% of the combined company, which will be renamed as “Atomic Eagle” listed on the Australian exchange.

Compared to GoviEx, Atomic Eagle will have a much tighter share structure, with approximately 345 million outstanding, which the company says is “expected to result in a more efficient float and reduced share price volatility” and would provide “greater flexibility for future capital raises.”

By noon Monday, GoviEx traded at a near 52-week low of C$0.055 with a market capitalization of C$56.2 million ($40.7 million).

Tombador, which at the moment has no operating mining business and approximately A$10.4 million in cash, will also conduct a financing of at least A$5 million and up to A$10 million. This would bring the combined company’s cash balances to between A$19.4-A$24.4 million.

The business combination would also bring on board key personnel of Matador Capital, an early-stage investor in Australia’s Boss Energy and Lotus Resources. Daniel Major, GoviEx’s CEO, will continue to lead Atomic Eagle, joined by a board of seasoned industry professionals that includes Tombador’s executive director Stephen Quantrill and Keith Bowes, former managing director at Lotus Resources.

Shareholders of GoviEx will vote on the transaction in a meeting scheduled for October 24. Certain company insiders holding 27.6% of its shares are expected to vote in favour.

‘Transformational’ deal

Govind Friedland, GoviEx’s executive chairman, calls the RTO “a transformational transaction” for the company, whose main focus is advancing the Muntanga uranium project in Zambia.

“It brings an Australian public listing, a new capital structure, a refreshed board, new substantial shareholders, a cornerstone investor with recent uranium development experience and a strengthened balance sheet,” Friedland said.

The combined company will continue with the development of Muntanga, situated in one of the largest and most underexplored sandstone-hosted uranium basins in the world.

Earlier this year, GoviEx released a feasibility study that outlined a potential 12-year operation averaging 2.2 million lb. of uranium oxide production per annum, at low operating costs of $32.2/lb. The project’s after-tax net present value is estimated at $243 million, with an internal rate of return of 20.8% and a 3.8-year payback period.

“Uranium is growing in importance and prominence in the global transition to clean energy,” Tombador’s Quantrill said, adding that he welcomes the opportunity to work with Friedland and his team alongside the experienced leadership from Matador to realize the potential of the GoviEx projects.