Global Uranium’s Scheme Booklet Registered: What’s Next for Snow Lake Acquisition?

Scheme Booklet Registration and Transaction Overview

Global Uranium and Enrichment Limited (ASX, GUE) has officially registered its scheme booklet with the Australian Securities and Investments Commission (ASIC) on 22 December 2025. This marks a significant milestone in the proposed acquisition by Snow Lake Resources Ltd (NASDAQ, LITM), which aims to acquire all fully paid ordinary shares in GUE not already owned by Snow Lake.

The transaction involves a share scheme of arrangement for the acquisition of GUE shares and an option scheme of arrangement for the cancellation of unlisted GUE options in exchange for new warrants issued by Snow Lake. These schemes are governed under Part 5.1 of the Corporations Act 2001 (Cth).

Independent Expert Report and Board Recommendation

The scheme booklet includes an Independent Expert's Report prepared by BDO Corporate Finance Australia Pty Ltd, which concludes that both the share and option schemes are fair and reasonable and in the best interests of GUE securityholders, assuming no superior proposal emerges. This expert opinion is a critical endorsement for the transaction.

Reflecting this confidence, the independent directors of GUE have unanimously recommended that securityholders vote in favor of the schemes, subject to the Independent Expert maintaining its positive conclusion. The directors also intend to vote their own shares and options in favor of the transaction.

Key Transaction Terms and Timetable

Under the share scheme, GUE shareholders will receive new Snow Lake shares valued at A$0.0968 per GUE share, calculated based on a formula that adjusts for the USD/AUD exchange rate and the 10-day volume weighted average price (VWAP) of Snow Lake shares on Nasdaq prior to the scheme meeting. The option scheme consideration involves the issuance of Snow Lake warrants on a similar basis.

The scheme meetings for GUE shareholders and optionholders are scheduled for 27 January 2026, with proxy forms due by 25 January 2026. If approved by the requisite majorities and the Federal Court of Australia, the schemes are expected to become effective by 4 February 2026, with implementation and issuance of consideration by 13 February 2026. Subsequently, GUE shares will be delisted from ASX, and the new Snow Lake shares will commence trading on Nasdaq on 16 February 2026.

Strategic Rationale and Combined Group Outlook

The acquisition consolidates Snow Lake's and GUE's complementary uranium and critical minerals portfolios, including full ownership of the Pine Ridge Uranium Project in Wyoming, a potential Tier 1 uranium asset. The combined entity will have enhanced liquidity, a stronger capital position with approximately C$24.4 million in pro-forma cash, and exposure to diversified assets across the United States, Canada, and Namibia.

Snow Lake intends to continue advancing exploration and development activities, particularly focusing on the Pine Ridge and Tallahassee Uranium Projects, while maintaining GUE's interest in Ubaryon, an Australian uranium enrichment technology company.

Risks and Considerations

While the transaction offers strategic and financial benefits, risks remain. The final exchange ratio and consideration depend on market variables such as Snow Lake's share price and foreign exchange rates at the record date, introducing valuation uncertainty. The schemes are also subject to multiple conditions precedent, including court and regulatory approvals, and the possibility of a superior proposal emerging.

Shareholders should also consider the implications of the delisting of GUE from ASX and the listing of Snow Lake shares on Nasdaq, which entails different regulatory and market environments. Tax implications and the operation of the sale facility for ineligible foreign shareholders are detailed in the scheme booklet.

Next Steps for Shareholders and Market Impact

GUE securityholders are urged to carefully review the scheme booklet and independent expert report, and to participate in the upcoming scheme meetings. The outcome of the shareholder votes and court approval will determine the successful implementation of the transaction, which is poised to reshape the uranium and critical minerals landscape for the combined group.