Risks Loom as Tombador Seeks ASX Re-Listing via GoviEx Uranium Takeover

A Strategic Transformation

In a move that promises to reshape its future, ASX-listed Tombador Iron Limited (ASX – TI1) has announced a binding agreement to acquire 100% of GoviEx Uranium Inc., a Canadian-listed uranium exploration and development company focused on African assets. This acquisition, structured as a statutory plan of arrangement under British Columbia law, will culminate in the creation of a new ASX-listed entity, Atomic Eagle Limited, positioning the combined company as a significant player in the African uranium sector.

The deal is not merely a change of ownership but a strategic pivot for Tombador, which has been suspended from trading since October 2023. By acquiring GoviEx, Tombador aims to re-comply with ASX’s Chapters 1 and 2 listing rules, effectively relisting itself with a fresh asset base and renewed market focus.

Capital Raising and Project Focus

Central to the transaction is a proposed capital raising of a minimum A$5 million, with the potential to raise up to A$10 million, through the issuance of fully paid ordinary shares. These funds will be directed primarily towards advancing the 100%-owned Muntanga Uranium Project in Zambia, a mine-permitted asset located within one of the world’s largest and least explored sandstone-hosted uranium basins.

The Muntanga Project boasts a substantial mineral resource estimate, with measured and indicated resources totaling approximately 40 million pounds of U3O8 and inferred resources adding another 7.4 million pounds. The project’s geology, infrastructure, and permitting status provide a solid foundation for development, supported by ongoing exploration campaigns targeting resource expansion and new discoveries in nearby areas such as Kariba Valley.

Leadership and Expertise

The combined company will benefit from a seasoned board and management team. Govind Friedland, GoviEx’s Executive Chairman, is set to chair Atomic Eagle Limited, bringing over two decades of experience in financing and developing strategic energy minerals. The board will also include industry veterans such as Stephen Quantrill, Eric Krafft, and Keith Bowes, with strategic advisory support from Matador Capital’s Grant Davey. Matador Capital, known for its role in establishing successful uranium companies like Lotus Resources and Boss Energy, will play a critical role in guiding the company’s growth and capital strategy.

Regulatory and Shareholder Approvals

The transaction is contingent upon multiple approvals, including those from the Supreme Court of British Columbia, shareholders of both Tombador and GoviEx, the TSX Venture Exchange, and the ASX. A general meeting of shareholders is anticipated in early October 2025, with the transaction targeted to close by early November. Upon completion, GoviEx shares will be delisted from the TSX-V, and Tombador will be renamed Atomic Eagle Limited, subject to shareholder consent.

Major shareholders have expressed strong support, with GoviEx’s insiders holding 27.6% of shares signing voting support agreements, and Tombador’s significant shareholder Colomi (Singapore) Pte Ltd indicating its backing. The boards of both companies have unanimously recommended the transaction.

Risks and Market Context

While the transaction offers a compelling opportunity to create a focused uranium development company with a robust asset base and capital structure, it carries inherent risks. Completion is subject to satisfying all regulatory and shareholder conditions, and there is no guarantee of ASX re-admission. Shareholders face dilution risks due to the significant issuance of new shares and options. Additionally, sovereign risks in Zambia and Niger, where the company holds assets, remain pertinent, alongside the volatility of uranium prices influenced by global energy policies and market dynamics.

Nonetheless, the deal taps into the growing importance of uranium in the global clean energy transition, leveraging the expertise of a proven management team and access to deeper capital pools. The Muntanga Project’s strategic location and exploration upside further enhance the company’s prospects.