UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-42808
Anfield Energy Inc.
(Translation of registrant’s name into English)
2005-4390 Grange Street, Burnaby, British Columbia, Canada, V5H 1P6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Form 6-K of Anfield Energy Inc. (the “Company”) are hereby incorporated by reference into the Registration Statement on Form F-10 (File No. 333-291078).
EXHIBIT INDEX
| Exhibit |
Description |
|
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2025 and 2024 | |
| 99.2 | Management’s Discussion and Analysis for the three and nine months ended September 30, 2025 | |
| 99.3 | CEO Certification | |
| 99.4 | CFO Certification | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Anfield Energy Inc. | ||||
| (Registrant) | ||||
| Date: November 14, 2025 | /s/ Corey Dias |
|||
| Corey Dias | ||||
| Chief Executive Officer | ||||
Exhibit 99.1
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025
Page 1
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
| A) | GENERAL |
This Management’s Discussion and Analysis of Anfield Energy Inc. (the “Company”, “Anfield” or “AEC”) is dated November 12, 2025 and provides an analysis of Anfield’s financial position and results of operations for the nine months ended September 30, 2025 and subsequent period ended November 12, 2025. The following information should be read in conjunction with the condensed interim consolidated financial statements for the nine months ended September 30, 2025, and related notes, which are available on SEDAR+ at www.sedarplus.ca 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 Nasdaq Capital Market LLC (“NASDAQ”) under the symbol “AEC” and the Frankfurt Stock Exchange under the symbol “0AD”. On September 18, 2025, the Company’s shares began trading on NASDAQ and ceased trading on the OTCQB Marketplace under the symbol “ANLDF”.
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 70 reactors currently being built, another 116 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.
Page 2
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
| C) | ACTIVITY HIGHLIGHTS - INCLUDING SUBSEQUENT EVENTS |
CORPORATE
Subsequent period ended November 12, 2025
| a) | On October 2, 2025, the Company issued 4,000 common shares upon the exercise of 4,000 warrants at $7.50 per share for gross proceeds of $30,000. |
| b) | On October 15, 2025, the Company issued 1,333 common shares upon the exercise of 1,333 warrants at $7.50 per share for gross proceeds of $9,998. |
| c) | On October 20, 2025, the Company issued 53,333 common shares upon the exercise of 53,333 warrants at $7.125 per share for gross proceeds of $380,000. |
| d) | On October 24, 2025, the Company issued 100,000 common shares upon the exercise of 100,000 warrants at $7.125 per share for gross proceeds of $712,500. |
| e) | On October 29, 2025, the Company issued 61,540 common shares upon the exercise of 61,540 warrants at $7.50 per share for gross proceeds of $461,550. |
During the nine months ended September 30, 2025 the Company reported:
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 169,726 common shares on or before February 21, 2025 (issued with a fair value of $763,768 on May 6, 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: |
| a) | 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 |
| b) | 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.
Page 3
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
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 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.
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.
On August 1, 2025, the Company entered into a Uranium Mining Lease Agreement with ACCO Exploration LLC to obtain mining rights on 95 unpatented mining claims in Arizona for 5 years. The Company agreed to pay an annual lease payment of US$100,000 for the first year, US$150,000 for the second to fourth year and US$200,000 for the fifth year. 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 August 28, 2030 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.
Page 4
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
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 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.
Page 5
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
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.
On October 7, 2025, the Company received the approval from the Utah Department of Oil, Gas and Mining (DOGM) for Anfield to commence the advancement of the Company’s Velvet-Wood uranium project in Utah to construction. Near-term plans for Velvet-Wood include: 1) the reopening of the mine portal; 2) mine dewatering; 3) construction of surface facilities; 4) underground inspection and pre-construction assessment; and 5) construction of a new incline into the mine.
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.
Page 6
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
The permits allow drilling between the months of June and September. On September 24, 2024, 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.
National Instrument 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.
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
Page 7
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
In August 2025, the Company received approval for its 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 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.
In October 2025, the Company announced the completion of the 20-hole, 8,000-foot confirmation drill program at its JD-7 mine, one of the five mines (JD5, JD-6, JD-7, JD-8 and JD-9) which make up the Company’s Paradox Mine Complex. The drill results will be incorporated into a new uranium and vanadium resource report in Q1/26, alongside the additional drilling to be completed at the other JD mines.
Significant intercepts of mineralization from the program include:
| • | 17.0 ft grading an average of 5,190 ppm (0.519%) eU3O8 in Hole JD7-25-004B, with a peak of 14,850 ppm (1.485%) eU3O8 at 153.5 ft; |
| • | 19.0 ft grading an average of 2,380 ppm (0.238%) eU3O8 in Hole JD7-25-005, with a peak of 9,240 ppm (0.924%) eU3O8 at 170.0 ft; |
| • | 17.0 ft grading an average of 1,620 ppm (0.162%) eU3O8 in Hole JD7-25-012, with a peak of 5,990 ppm (0.599%) eU3O8 at 185.0 ft; and |
| • | 21.0 ft grading an average of 2,500 ppm (0.250%) eU3O8 in Hole JD7-25-014B, with a peak of 7,770 ppm (0.777%) eU3O8 at 212.5 ft. |
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 |
|||||
|
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
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.
Page 8
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
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.
Page 9
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
The Findlay Tank historical estimates were 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.
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.
Page 10
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
Results of Operations
SUMMARY OF EXPLORATION ACTIVITIES
The following exploration and evaluation expenditures were included in comprehensive loss for the nine months ended September 30, 2025 and 2024 are as follows:
| Uranium Properties |
Highbury | Newsboy Gold |
Artillery Peak |
Clay Borrow |
Total | |||||||||||||||||||
| Consulting |
$ | 414,044 | $ | 1,075,806 | $ | – | $ | – | $ | – | $ | 1,489,850 | ||||||||||||
| Sundry field |
124,617 | 56,636 | – | – | – | 181,253 | ||||||||||||||||||
| Sampling, assaying |
188,104 | 63,811 | – | – | – | 251,915 | ||||||||||||||||||
| License, filing and insurance |
1,392,841 | 485,983 | 28,328 | – | 290 | 1,907,442 | ||||||||||||||||||
| Lease and royalty |
537,029 | 424,656 | – | – | – | 961,685 | ||||||||||||||||||
| Property tax |
– | 44,290 | – | – | – | 44,290 | ||||||||||||||||||
| Drilling |
91,046 | 153,364 | – | – | – | 244,410 | ||||||||||||||||||
| Total for the nine months ended September 30, 2025 |
$ | 2,747,681 | $ | 2,304,546 | $ | 28,328 | $ | – | $ | 290 | $ | 5,080,845 | ||||||||||||
| Uranium Properties |
Highbury | Newsboy Gold |
Artillery Peak |
Clay Borrow |
Total | |||||||||||||||||||
| Consulting |
$ | 307,304 | $ | 753,728 | $ | – | $ | – | $ | – | $ | 1,061,032 | ||||||||||||
| Sundry field |
71,517 | 4,326 | – | – | – | 75,843 | ||||||||||||||||||
| Sampling, assaying |
139,405 | 1,535 | – | – | – | 140,940 | ||||||||||||||||||
| License, filing and insurance |
1,153,385 | 80,739 | 23,266 | 55,227 | 12,764 | 1,325,381 | ||||||||||||||||||
| Lease and royalty |
282,460 | 416,397 | – | – | – | 698,857 | ||||||||||||||||||
| Drilling |
– | 43,520 | – | – | – | 43,520 | ||||||||||||||||||
| Property tax |
(78 | ) | – | – | – | – | (78) | |||||||||||||||||
| Termination of acquisition agreement |
225,521 | – | – | – | – | 225,521 | ||||||||||||||||||
| Total for the nine months ended September 30, 2024 |
$ | 2,179,514 | $ | 1,300,245 | $ | 23,266 | $ | 55,227 | $ | 12,764 | $ | 3,571,016 | ||||||||||||
| 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
| September 30, | June 30, | March 31, | December 31, | |||||||||||||
| 2025 | 2025 | 2025 | 2024 | |||||||||||||
| Revenues |
- | - | - | - | ||||||||||||
| Net income (loss) for period |
(3,495,905) | (4,328,083) | (2,767,838) | (4,154,321) | ||||||||||||
Page 11
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
| Income (loss) per share, basic and diluted |
(0.22) | (0.28) | (0.18) | (0.30) | ||||||||||||
| Working capital (deficit) |
8,629,928 | 10,873,434 | 14,181,256 | (5,304,666) |
| September 30, | June 30, | March 31, | December 31, | |||||||||||||
|
2024 |
2024 | 2024 | 2023 | |||||||||||||
| Revenues |
- | - | - | - | ||||||||||||
| Net income (loss) for period |
(2,438,824) | (2,700,069) | (2,152,438) | 16,916,355 | ||||||||||||
| Income (loss) per share, basic and diluted |
(0.18) | (0.20) | (0.16) | 1.33 | ||||||||||||
| Working capital (deficit) |
(2,410,003) | 180,992 | 1,688,824 | 3,623,231 | ||||||||||||
| E) | ANALYSIS OF OPERATIONS |
Comparison between the three months ended September 30, 2025 and 2024
| 2025 | 2024 | |||||||
| Depreciation |
$ | 974 | $ | 964 | ||||
| Exploration and evaluation expenditures |
1,868,704 | 1,213,327 | ||||||
| General and administrative |
1,256,678 | 869,822 | ||||||
| Shareholder communications |
17,561 | 22,425 | ||||||
| Loss (gain) on foreign exchange |
(236,436) | 87,293 | ||||||
| Total operating expenses |
$ | 2,907,481 | $ | 2,193,831 | ||||
Exploration and evaluation expenditures increased by $655,377 mainly due to an increase of $245,015 in consulting expense, an increase of $69,219 in lease and royalty payments, an increase of $366,596 in license, filing and insurance expense, an increase of $97,261 in drilling, an increase of $44,888 in sampling expense, and offset by a decrease of $225,521 in termination of acquisition agreement.
General and administrative expenses increased by $386,856 mainly due to an increase of $264,838 in listing expense, an increase of $112,870 in consulting fees, an increase of $97,421 in indemnification support fee, an increase of $52,500 in director’s fees and offsetting by a decrease of $32,138 in marketing expense, a decrease of $35,148 in legal fees and a decrease of $148,512 in general office expenses.
Shareholder communications decreased by $4,864 as a result of decreased 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 nine months ended September 30, 2025 and 2024
| 2025 | 2024 | |||||||
| Depreciation |
$ | 2,968 | $ | 2,886 | ||||
| Exploration and evaluation expenditures |
5,080,845 | 3,571,016 | ||||||
| General and administrative |
3,402,876 | 2,768,105 | ||||||
| Shareholder communications |
101,756 | 98,575 | ||||||
| Loss (gain) on foreign exchange |
432,779 | (53,021) | ||||||
| Total operating expenses |
$ | 9,021,224 | $ | 6,387,561 | ||||
Page 12
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
Exploration and evaluation expenditures increased by $1,509,829 mainly due to an increase of $460,632 in consulting, an increase of $200,891 in drilling expense, an increase of $262,828 in lease and royalty payments, an increase of $550,247 in license, filing and insurance expense, an increase of $110,975 in sampling expense, and an increase of $105,410 in sundry expense.
General and administrative expenses increased by $634,771 mainly due to an increase of $224,139 in legal fees, an increase of $452,965 in listing expense, an increase of $73,079 in accounting and audit fees, an increase of $238,206 in indemnification support fee, an increase of $157,500 in director’s fees and offsetting by a decrease of $176,488 in marketing expense, and a decrease of $211,209 in office expenses.
Shareholder communications increased by $3,181 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 September 30, 2025, the Company had working capital of $8,629,928 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 September 30, 2025, an amount of $249,536 (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 September 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 September 30, 2025, an amount of $2,653 (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 September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consulting fees (i) |
$ 12,900 | $ 12,900 | $ 38,700 | $ 38,700 | ||||||||||||
| Consulting and professional fees (ii) |
722,134 | – | 1,251,499 | – | ||||||||||||
| $735,034 | $ 12,900 | $ 1,290,199 | $ 38,700 | |||||||||||||
|
|
||||||||||||||||
The Company has identified its directors and certain senior officers as its key management. Key management compensation during the nine months ended September 30, 2025 and 2024, are as follows:
Page 13
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
|
|
||||||||||||||||
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consulting fees and management bonus (i) |
$ | 356,343 | $ 365,721 | $ 1,006,484 | $ 823,961 | |||||||||||
| Director’s fees and audit committee fees (i) |
57,500 | – | 167,500 | – | ||||||||||||
| Legal fees (i) |
61,971 | 61,402 | 188,855 | 183,681 | ||||||||||||
| Auto and rent expense (ii) |
36,835 | 18,403 | 95,813 | 42,859 | ||||||||||||
| $ | 512,649 | $ 445,526 | $ 1,458,652 | $ 1,050,501 | ||||||||||||
|
|
||||||||||||||||
| (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 |
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 nine months ended September 30, 2025.
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 November 12, 2025, the Company had the following common shares, stock options and warrants outstanding:
| Number | Exercise Price | Expiry Date | ||||||||||
| Common Shares |
15,877,763 | N/A | N/A | |||||||||
| Options |
1,031,571 | $7.50 to $9.00 | |
August 27, 2026 to October 6, 2028 |
|
|||||||
| Warrants |
4,734,418 | $7.125 to $13.50 | |
December 21, 2025 to September 26, 2028 |
|
|||||||
Page 14
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
| Total diluted shares outstanding |
21,643,752 |
| K) | CHANGES TO ACCOUNTING POLICIES |
Accounting standards not yet effective
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.
| 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
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, and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.
| 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.
Page 15
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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 consist 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 September 30, 2025, the Company had working capital of $8,629,928 (December 31, 2024 – working capital deficit of $5,304,666). Liquidity risk is assessed as low.
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 September 30, 2025, the Company loan payable of US$8,195,467 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 $114,094.
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 $952,078. A 10% change in the EURO will affect profit/loss by approximately $2,864.
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 September 30, 2025, the Company has no contracts or agreements in place to mitigate these price risks.
At September 30, 2025, the Company had accounts payable and accrued liabilities of $1,268,028 (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 |
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.
Page 16
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
| 3. | 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.
| 4. | 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.
| 5. | 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.
| 6. | 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.
Page 17
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
These other factors include government regulations relating to price, royalties, allowable production and importing and exporting of minerals.
| 7. | 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.
| 8. | 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.
| 9. | No Assurance 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.
| 10. | 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.
| 11. | 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.
| 12. | 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.
Page 18
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
The Company does not currently maintain key-man life insurance on any of the key management employees.
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.
Page 19
| Anfield Energy Inc. |
Management Discussion and Analysis | |
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| AND THE SUBSEQUENT PERIOD ENDED NOVEMBER 12, 2025 |
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.
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 20
Exhibit 99.2
Anfield Energy Inc.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 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 | September 30, 2025 | December 31, 2024 | ||||||||
| Assets |
||||||||||
| Current Assets |
||||||||||
| Cash |
$ 7,208,592 | $ 1,350,411 | ||||||||
| Receivables |
24,079 | 49,685 | ||||||||
| Prepaids and deposits |
3,8 | 2,881,409 | 1,035,439 | |||||||
| Marketable securities |
4 | 33,412 | 34,563 | |||||||
| 10,147,492 | 2,470,098 | |||||||||
| Non-current Assets |
||||||||||
| Insurance premium |
6 | 583,509 | 372,736 | |||||||
| Reclamation bonds |
5,6 | 16,785,495 | 16,087,691 | |||||||
| Property and equipment |
5 | 21,688,408 | 22,438,706 | |||||||
| Exploration and evaluation assets |
6 | 38,681,812 | 38,639,788 | |||||||
| 77,739,224 | 77,538,921 | |||||||||
| Total Assets |
$ 87,886,716 | $ 80,009,019 | ||||||||
| Liabilities |
||||||||||
| Current liabilities |
||||||||||
| Accounts payable and accrued liabilities |
7 | $ 1,268,028 | $ 1,651,411 | |||||||
| Due to related parties |
8 | 249,536 | 223,489 | |||||||
| Loans payable |
10 | – | 5,899,864 | |||||||
| 1,517,564 | 7,774,764 | |||||||||
| Long-term liabilities |
||||||||||
| Asset retirement obligations |
9 | 23,967,082 | 23,975,931 | |||||||
| Loan payable |
10 | 11,409,442 | 3,383,929 | |||||||
| Total Liabilities |
36,894,088 | 35,134,624 | ||||||||
| Equity |
||||||||||
| Share capital |
11 | $ 128,132,809 | $ 110,528,937 | |||||||
| Stock option reserve |
11 | 6,078,594 | 6,991,160 | |||||||
| Warrant reserve |
11 | 7,832,036 | 7,411,788 | |||||||
| Foreign exchange reserve |
11 | 3,173,116 | 4,487,177 | |||||||
| Deficit |
(94,223,927 | ) | (84,544,667 | ) | ||||||
| Total Equity |
50,992,628 | 44,874,395 | ||||||||
| Total Equity and Liabilities |
$ 87,886,716 | $ 80,009,019 | ||||||||
| Subsequent events (Note 16) |
||||||||||
| Approved and authorized on November 12, 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 September 30, |
For the nine months ended September 30, |
|||||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Expenses |
||||||||||||||||||||
| Depreciation |
5 | $ | 974 | $ | 964 | $ | 2,968 | $ | 2,886 | |||||||||||
| Exploration and evaluation expenditures |
6, 8 | 1,868,704 | 1,213,327 | 5,080,845 | 3,571,016 | |||||||||||||||
| General and administrative |
8 | 1,256,678 | 869,822 | 3,402,876 | 2,768,105 | |||||||||||||||
| Shareholder communications |
17,561 | 22,425 | 101,756 | 98,575 | ||||||||||||||||
| (Gain) loss on foreign exchange |
(236,436 | ) | 87,293 | 432,779 | (53,021 | ) | ||||||||||||||
| Total expenses |
2,907,481 | 2,193,831 | 9,021,224 | 6,387,561 | ||||||||||||||||
| Net loss before other items |
(2,907,481 | ) | (2,193,831 | ) | (9,021,224 | ) | (6,387,561 | ) | ||||||||||||
| Other items |
||||||||||||||||||||
| Accretion expense for asset retirement obligations |
9 | (266,320 | ) | (231,471 | ) | (793,531 | ) | (680,831 | ) | |||||||||||
| Interest expense on loan payable |
10 | (508,486 | ) | (206,702 | ) | (1,244,143 | ) | (532,409 | ) | |||||||||||
| Debt modification expense |
– | – | – | (250,109 | ) | |||||||||||||||
| Interest income (expense) |
175,411 | (6,518 | ) | 461,765 | (6,518 | ) | ||||||||||||||
| Other income (expense) |
(49 | ) | 192,603 | 6,214 | 568,575 | |||||||||||||||
| Unrealized gain (loss) on marketable securities |
4 | 11,020 | 7,095 | (907 | ) | (2,544 | ) | |||||||||||||
| Write-off of accounts payable |
– | – | – | 66 | ||||||||||||||||
| Net loss |
(3,495,905 | ) | (2,438,824 | ) | (10,591,826 | ) | (7,291,331 | ) | ||||||||||||
| Other comprehensive loss |
||||||||||||||||||||
| Other comprehensive loss that may be reclassified to profit or loss: |
||||||||||||||||||||
| Exchange differences on translating foreign operations |
725,258 | (523,229 | ) | (1,314,061 | ) | 830,486 | ||||||||||||||
| Total comprehensive loss |
$ | (2,770,647 | ) | $ | (2,962,053 | ) | $ | (11,905,887 | ) | $ | (6,460,845 | ) | ||||||||
| Loss per share – basic and diluted |
$ | (0.22 | ) | $ | (0.18 | ) | $ | (0.69 | ) | $ | (0.54 | ) | ||||||||
| Weighted average shares outstanding - Basic |
15,623,733 | 13,582,354 | 15,312,508 | 13,542,099 | ||||||||||||||||
| Weighted average shares outstanding - Diluted |
15,623,733 | 13,582,354 | 15,312,508 | 13,542,099 | ||||||||||||||||
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 | |||||||||||||||||||||
| 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 period |
– | – | – | – | 830,486 | (7,291,331) | (6,460,845) | |||||||||||||||||||||
| Balance, September 30, 2024 |
13,582,354 | $ | 109,068,369 | $ | 6,991,160 | $ | 7,539,700 | $ | 1,944,370 | $ | (80,390,346) | $ | 45,153,253 | |||||||||||||||
| 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 |
1,428,571 | 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 |
269,532 | 1,840,104 | (112,719) | – | – | 1,727,385 | ||||||||||||||||||||||
| Warrants issued for Credit Facility |
– | – | – | 532,967 | – | – | 532,967 | |||||||||||||||||||||
| Stock options expired unexercised or cancelled |
– | – | (912,566) | – | – | 912,566 | – | |||||||||||||||||||||
| Comprehensive loss for the period |
– | – | – | – | (1,314,061) | (10,591,826) | (11,905,887) | |||||||||||||||||||||
| Balance, September 30, 2025 |
15,657,557 | $ | 128,132,809 | $ | 6,078,594 | $ | 7,832,036 | $ | 3,173,116 | $ | (94,223,927) | $ | 50,992,628 | |||||||||||||||
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 nine months ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities |
||||||||
| Net loss |
$ | (10,591,826 | ) | $ | (7,291,331) | |||
| Adjustments for non-cash items: |
||||||||
| Accretion of asset retirement obligations |
793,531 | 680,831 | ||||||
| Accretion of discount and interest expense on loan payable |
1,244,143 | 532,409 | ||||||
| Debt modification expense |
– | 250,109 | ||||||
| Depreciation |
2,968 | 2,886 | ||||||
| Foreign exchange |
(438,784 | ) | (481,685) | |||||
| Unrealized loss on marketable securities |
907 | 2,544 | ||||||
| Write-off of accounts payable |
– | (66) | ||||||
| Changes in non-cash working capital: |
||||||||
| Receivables |
25,606 | 33,482 | ||||||
| Prepaids and deposits |
(2,056,743 | ) | 762,544 | |||||
| Accounts payable and accrued liabilities |
(121,526 | ) | 617,707 | |||||
| Due to related parties |
26,047 | 720,773 | ||||||
| Net cash flows used in operating activities |
(11,115,677 | ) | (4,169,797) | |||||
| Cash Flows from Investing Activities |
||||||||
| Acquisition of exploration and evaluation assets |
(568,136 | ) | – | |||||
| Reclamation deposit |
(728,094 | ) | (579,248) | |||||
| Investment income from reclamation bond reinvested |
(507,983 | ) | – | |||||
| Net cash flows used in investing activities |
(1,804,213 | ) | (579,248) | |||||
| Cash Flows from Financing Activities |
||||||||
| Proceeds from share issuances |
15,000,000 | – | ||||||
| Proceeds from exercise of warrants |
1,727,385 | 694,281 | ||||||
| Repayment of loan payable and interest |
(6,161,721 | ) | – | |||||
| Proceeds from loan payable, net |
8,212,407 | – | ||||||
| Proceeds from related party loan payable |
– | 1,485,000 | ||||||
| Refund of share issuance costs |
– | 22,905 | ||||||
| Net cash flows from financing activities |
18,778,071 | 2,202,186 | ||||||
| Increase (decrease) in cash |
5,858,181 | (2,546,859) | ||||||
| Cash, beginning |
1,350,411 | 2,611,281 | ||||||
| Cash, ending |
$ | 7,208,592 | $ | 64,422 | ||||
| Non-cash Investing and Financing Activities: |
||||||||
| Fair value of warrants reclassified to share capital upon exercise |
$ | 112,719 | $ | 107,049 | ||||
| Fair value of warrants issued for Credit Facility |
$ | 532,967 | $ | 250,109 | ||||
| Stock options expired unexercised or cancelled |
$ | 912,566 | $ | 452,384 | ||||
| Shares issued for exploration and evaluation assets |
$ | 763,768 | $ | 863,100 | ||||
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 nine months ended September 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 Nasdaq Capital Market LLC (“NASDAQ”) under the symbol “AEC”, 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”. On September 18, 2025, the Company’s shares began trading on NASDAQ and ceased trading on the OTCQB Marketplace under the symbol “ANLDF”. 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 |
a) 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”), Anfield Energy US Corp (“AEUC”), and Neutron Energy, Inc. (“NEI”). All inter-company transactions, balances, income and expenses are eliminated on consolidation.
b) 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 nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 2. | MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PRESENTATION (CONTINUED) |
| c) | ACCOUNTING STANDARDS NOT YET EFFECTIVE |
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.
| 3. | PREPAIDS AND DEPOSITS |
| September 30, 2025 |
December 31, 2024 |
|||||||
| Prepaid exploration and evaluation expenditures |
$ 1,366,402 | $ | 966,833 | |||||
| Exploration and evaluation equipment deposit |
1,113,732 | – | ||||||
| Prepaid consulting fees |
327,353 | – | ||||||
| Other prepaid expenses |
73,922 | 68,606 | ||||||
| $ 2,881,409 | $ | 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. During the nine months ended September 30, 2025, GTI Resources Limited changed its name to American Uranium Limited (“AMU”).
| December 31, fair value |
Unrealized loss |
Foreign exchange translation |
September 30, 2025 fair value |
|||||||||||||
| American Uranium Limited (previously GTI Resources Limited) |
$ 34,563 | $ (907) | $ (244) | $ 33,412 | ||||||||||||
| $ 34,563 | $ (907) | $ (244) | $ 33,412 | |||||||||||||
Page 6
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 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 |
(950 | ) | (746,666 | ) | (747,616) | |||||||
| Balance, September 30, 2025 |
$ | 27,565 | $ | 21,671,672 | $ | 21,699,237 | ||||||
|
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 |
2,968 | – | 2,968 | |||||||||
| Foreign exchange translation |
(286 | ) | – | (286) | ||||||||
| Balance, September 30, 2025 |
$ | 10,829 | $ | – | $ | 10,829 | ||||||
|
CARRYING AMOUNTS
|
||||||||||||
| Balance, December 31, 2024 |
$ | 20,368 | $ | 22,418,338 | $ | 22,438,706 | ||||||
| Balance, September 30, 2025 |
$ | 16,736 | $ | 21,671,672 | $ | 21,688,408 | ||||||
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 nine months ended September 30, 2025, the Company recorded $529,181 (2024 - $393,124) as insurance expense and at September 30, 2025, $583,509 (December 31, 2024 - $372,736) was recorded in prepaid insurance premium for the reclamation bond requirements.
At September 30, 2025, the Company recorded the cash collateral of US$12,015,710 ($16,727,852) (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 nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 6. | EXPLORATION AND EVALUATION ASSETS |
As at September 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 | ||||||||||||
| Acquisition costs |
– | 1,331,904 | – | – | – | 1,331,904 | ||||||||||||||||||
| Foreign exchange |
(614,261 | ) | (211,801 | ) | (229,716 | ) | (86,998 | ) | (147,104 | ) | (1,289,880 | ) | ||||||||||||
| Balance, September 30, 2025 |
$ | 17,828,685 | $ | 7,390,993 | $ | 6,667,429 | $ | 2,525,071 | $ | 4,269,634 | $ | 38,681,812 | ||||||||||||
The following exploration and evaluation expenditures were included in comprehensive loss for the nine months ended September 30, 2025 and 2024 are as follows:
| Uranium Properties |
Highbury | Newsboy Gold |
Artillery Peak |
Clay Borrow |
Total | |||||||||||||||||||
| Consulting |
$ | 414,044 | $ | 1,075,806 | $ | – | $ | – | $ | – | $ | 1,489,850 | ||||||||||||
| Sundry field |
124,617 | 56,636 | – | – | – | 181,253 | ||||||||||||||||||
| Sampling, assaying |
188,104 | 63,811 | – | – | – | 251,915 | ||||||||||||||||||
| License, filing and insurance |
1,392,841 | 485,983 | 28,328 | – | 290 | 1,907,442 | ||||||||||||||||||
| Lease and royalty |
537,029 | 424,656 | – | – | – | 961,685 | ||||||||||||||||||
| Property tax |
– | 44,290 | – | – | – | 44,290 | ||||||||||||||||||
| Drilling |
91,046 | 153,364 | – | – | – | 244,410 | ||||||||||||||||||
| Total for the nine months ended September 30, 2025 |
$ | 2,747,681 | $ | 2,304,546 | $ | 28,328 | $ | – | $ | 290 | $ | 5,080,845 | ||||||||||||
| Uranium Properties |
Highbury | Newsboy Gold |
Artillery Peak |
Clay Borrow |
Total | |||||||||||||||||||
| Consulting |
$ | 307,304 | $ | 753,728 | $ | – | $ | – | $ | – | $ | 1,061,032 | ||||||||||||
| Sundry field |
71,517 | 4,326 | – | – | – | 75,843 | ||||||||||||||||||
| Sampling, assaying |
139,405 | 1,535 | – | – | – | 140,940 | ||||||||||||||||||
| License, filing and insurance |
1,153,385 | 80,739 | 23,266 | 55,227 | 12,764 | 1,325,381 | ||||||||||||||||||
| Lease and royalty |
282,460 | 416,397 | – | – | – | 698,857 | ||||||||||||||||||
| Drilling |
– | 43,520 | – | – | – | 43,520 | ||||||||||||||||||
| Property tax |
(78 | ) | – | – | – | – | (78 | ) | ||||||||||||||||
| Termination of acquisition agreement |
225,521 | – | – | – | – | 225,521 | ||||||||||||||||||
| Total for the nine months ended September 30, 2024 |
$ | 2,179,514 | $ | 1,300,245 | $ | 23,266 | $ | 55,227 | $ | 12,764 | $ | 3,571,016 | ||||||||||||
Page 8
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 6. | EXPLORATION AND EVALUATION ASSETS (CONTINUED) |
URANIUM PROPERTIES
The Uranium Properties consist of the Shootaring Mill Project, Marysvale Uranium Project, Marquez-Juan Tafoya Uranium Project, and other Utah Properties.
Other Utah Properties
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.
On August 1, 2025, the Company entered into a Uranium Mining Lease Agreement with ACCO Exploration LLC to obtain mining rights on 95 unpatented mining claims in Arizona for 5 years. The Company agreed to pay an annual lease payment of US$100,000 for the first year, US$150,000 for the second to fourth year and US$200,000 for the fifth year. 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 August 28, 2030 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
COLORADO PROPERTIES
The Colorado Properties consist of the Highbury Project, Slick Rock Project and Golden Eagle Project.
SLICK ROCK PROJECT
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 $35,369 (US$25,406) as at September 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); • 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:
Page 9
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 6. | EXPLORATION AND EVALUATION ASSETS (CONTINUED) |
a) 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
b) 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.
ARIZONA PROPERTIES
The Arizona Properties consist of the Newsboy Gold Project and Artillery Peak Project.
NEWSBOY GOLD PROJECT
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 $16,706 as at September 30, 2025 (December 31, 2024 – $17,282).
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, consisting of the LiVada Claims and Dripping Springs Quartzite Project. During the year ended December 31, 2024, the Company recognized an impairment on the Dripping Springs Quartzite 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 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 $5,569 (US$4,000) as at September 30, 2025 (December 31, 2024 – $5,761 (US$4,000)).
Page 10
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 7. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| September 30, 2025 |
December 31, 2024 |
|||||||
| Trade payables |
$ | 218,150 | $ | 760,631 | ||||
| Accrued liabilities |
1,049,878 | 890,780 | ||||||
| $ | 1,268,028 | $ | 1,651,411 | |||||
| 8. | RELATED PARTY TRANSACTIONS AND BALANCES |
a) Related Party Balances
As at September 30, 2025, an amount of $249,536 (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 September 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 September 30, 2025, an amount of $2,653 (December 31, 2024 - $14) was recorded in prepaid expenses for advances to a director of the Company for future consulting fees and property expenditures.
b) 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 September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consulting fees (i) |
$ | 12,900 | $ | 12,900 | $ | 38,700 | $ | 38,700 | ||||||||
| Consulting and professional fees (ii) |
722,134 | – | 1,251,499 | – | ||||||||||||
| $ | 735,034 | $ | 12,900 | $ | 1,290,199 | $ | 38,700 | |||||||||
Page 11
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 8. | RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED) |
b) 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 nine months ended September 30, 2025 and 2024, are as follows:
| For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consulting fees and management bonus (i) |
$ | 356,343 | $ | 365,721 | $ | 1,006,484 | $ | 823,961 | ||||||||
| Director’s fees and audit committee fees (i) |
57,500 | – | 167,500 | – | ||||||||||||
| Legal fees (i) |
61,971 | 61,402 | 188,855 | 183,681 | ||||||||||||
| Auto and rent expense (ii) |
36,835 | 18,403 | 95,813 | 42,859 | ||||||||||||
| $ | 512,649 | $ | 445,526 | $ | 1,458,652 | $ | 1,050,501 | |||||||||
| (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 |
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.
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 |
619,800 | 163,274 | 10,457 | 793,531 | ||||||||||||
| Foreign exchange |
(619,370 | ) | (172,280 | ) | (10,730 | ) | (802,380 | ) | ||||||||
|
Balance September 30, 2025 |
$ | 18,506,747 | $ | 5,139,923 | $ | 320,412 | $ | 23,967,082 | ||||||||
a) SHOOTARING MILL
The Company’s estimate of the environmental rehabilitation provision arising from the Shootaring Mill (Note 5) at September 30, 2025, was $18,506,747 (US$13,293,504) (December 31, 2024 – $18,506,317 (US$12,850,451)). This estimate was based upon an undiscounted risk-adjusted future cost of $23,192,971 (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 12
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 9. | ASSET RETIREMENT OBLIGATIONS (CONTINUED) |
b) WEST SLOPE PROJECT
The Company’s estimate of the environmental rehabilitation provision arising from the West Slope Project (Note 6) at September 30, 2025, was $5,139,923 (US$3,692,037) (December 31, 2024 – $5,148,929 (US$3,575,323)). This estimate was based upon an undiscounted risk-adjusted future cost of $5,497,523 (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.
c) PAPOOSE PROPERTY
The Company’s estimate of the environmental rehabilitation provision arising from the Papoose property (Note 6) at September 30, 2025, was $320,412 (US$230,154) (December 31, 2024 – $320,685 (US$222,679)). This estimate was based upon an undiscounted risk-adjusted future cost of $365,136 (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 |
a) 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 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.
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.
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 13
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 10. | LOAN PAYABLE (CONTINUED) |
a) 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 (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. During the nine months ended September 30, 2025, the Company recognized interest expense of $1,244,143 (2024 - $532,409).
Page 14
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 10. | LOAN PAYABLE (CONTINUED) |
a) 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 | ) | ||
| Interest expense |
1,244,143 | |||
| Foreign exchange impact |
(898,070 | ) | ||
| Balance, September 30, 2025 |
$ | 11,409,442 | ||
As at September 30, 2025, a total of $11,409,442 (US$8,195,467) (December 31, 2024 - $3,338,929 (US$2,351,747)) of principal is outstanding, net of an unamortized discount of $2,352,186 (US$1,689,588) (December 31, 2024 – $1,836,728 (US$1,273,382)). As at September 30, 2025, $795,113 (US$571,134) (December 31, 2024 – $152,427 (US$105,843)) is outstanding for interest which is included in accounts payable and accrued liabilities.
| b) | 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 15
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 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 September 30, 2025, the Company had 15,657,557 (December 31, 2024 – 13,789,728) issued and fully paid common shares.
ISSUANCES DURING THE NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 2025, the Company issued a total of 269,532 common shares upon the exercise of 269,532 warrants with exercise prices ranging between $4.125 per share and $7.50 per share for gross proceeds of $1,727,385. Upon exercise, the original fair value of the warrants totaling $112,719 was transferred from warrant reserve to share capital.
ISSUANCES DURING THE NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 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 |
(269,532 | ) | 6.41 | |||||
| Warrants expired |
(81,805 | ) | 6.38 | |||||
| Balance at September 30, 2025 |
4,954,624 | $ | 11.63 | |||||
During the nine months ended September 30, 2025, the weighted average share price on the date of warrants exercised was $9.00 (2024 - $7.16).
Page 16
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 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 | ||||
|
590,581 |
$7.50 | December 21, 2025 | ||||
|
2,950,306 |
$13.50 | May 12, 2027 | ||||
|
614,737 |
$7.125 | September 26, 2028 | ||||
|
799,000 |
$11.25 | September 26, 2028 | ||||
|
4,954,624 |
||||||
At September 30, 2025, the weighted average life of warrants was 1.84 (December 31, 2024 – 2.16) 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.
The following table summarizes the continuity of the Company’s stock options:
| Number of options |
Weighted average exercise price |
|||||||
| Balance at December 31, 2024 |
1,219,571 | $ | 7.74 | |||||
| Options expired |
(70,000 | ) | 7.50 | |||||
| Options cancelled |
(118,000 | ) | 7.54 | |||||
| Balance at September 30, 2025 |
1,031,571 | $ | 7.78 | |||||
The weighted average remaining life of the outstanding options at September 30, 2025 was 2.21 (December 31, 2024 – 2.85) years.
Details of options outstanding, issued and exercisable, as at September 30, 2025 are as follows:
| Number of options outstanding and exercisable | Exercise price | Expiry | ||||
|
190,000 |
$9.00 | August 27, 2026 | ||||
|
416,667 |
$7.50 | September 20, 2027 | ||||
|
424,904 |
$7.50 | October 6, 2028 | ||||
|
1,031,571 |
||||||
Page 17
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 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 September 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 nine 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 |
a) 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.
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 September 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 September 30, 2025:
| < 1 Year | 1-2 Years | 3-5 Years | ||||||||||
| Accounts payable |
$ | 218,150 | $ | – | $ | – | ||||||
| Due to related parties |
249,536 | – | – | |||||||||
| Loan payable |
– | – | 11,409,442 | |||||||||
Page 18
| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 14. | FINANCIAL INSTRUMENTS (CONTINUED) |
b) CLASSIFICATION OF FINANCIAL INSTRUMENTS
Financial assets included in the statement of financial position are as follows:
| September 30, 2025 |
December 31, 2024 |
|||||||
| Fair value through profit and loss: |
||||||||
| Cash |
$ | 7,208,592 | $ | 1,350,411 | ||||
| Marketable securities |
33,412 | 34,563 | ||||||
| Amortized cost: |
||||||||
| Reclamation bonds |
16,785,495 | 16,087,691 | ||||||
Financial liabilities included in the statement of financial position are as follows:
| September 30, 2025 |
December 31, 2024 |
|||||||
| Non-derivative financial liabilities: |
||||||||
| Accounts payable |
$ | 218,150 | $ | 760,631 | ||||
| Due to related parties |
249,536 | 223,489 | ||||||
| Loan payable |
11,409,442 | 9,283,793 | ||||||
| 15. | FINANCIAL RISK MANAGEMENT |
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 low.
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.
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| Anfield Energy Inc. | ||
| Notes to Condensed Interim Consolidated Financial Statements | ||
| For the nine months ended September 30, 2025 and 2024 | ||
| (Expressed in Canadian Dollars) |
| 15. | FINANCIAL RISK MANAGEMENT (CONTINUED) |
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 September 30, 2025, the Company loan payable of US$8,195,467 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 $114,094.
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. A 10% change in the US dollar will affect profit/loss by approximately $952,078. A 10% change in the EURO will affect profit/loss by approximately $2,864.
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 September 30, 2025, the Company has no contracts or agreements in place to mitigate these price risks.
| 16. | SUBSEQUENT EVENTS |
| a) | On October 2, 2025, the Company issued 4,000 common shares upon the exercise of 4,000 warrants at $7.50 per share for gross proceeds of $30,000. |
| b) | On October 15, 2025, the Company issued 1,333 common shares upon the exercise of 1,333 warrants at $7.50 per share for gross proceeds of $9,998. |
| c) | On October 20, 2025, the Company issued 53,333 common shares upon the exercise of 53,333 warrants at $7.125 per share for gross proceeds of $380,000. |
| d) | On October 24, 2025, the Company issued 100,000 common shares upon the exercise of 100,000 warrants at $7.125 per share for gross proceeds of $712,500. |
| e) | On October 29, 2025, the Company issued 61,540 common shares upon the exercise of 61,540 warrants at $7.50 per share for gross proceeds of $461,550. |
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Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, COREY DIAS, CHIEF EXECUTIVE OFFICER of ANFIELD ENERGY INC. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ANFIELD ENERGY INC. (the “issuer”) for the interim period ended SEPTEMBER 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: NOVEMBER 14, 2025
“SIGNED”
COREY DIAS,
CHIEF EXECUTIVE OFFICER
| NOTE TO READER
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), this 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. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. 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.
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1
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, LAARA SHAFFER, CHIEF FINANCIAL OFFICER of ANFIELD ENERGY INC. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ANFIELD ENERGY INC. (the “issuer”) for the interim period ended SEPTEMBER 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: NOVEMBER 14, 2025
“SIGNED”
LAARA SHAFFER,
CHIEF FINANCIAL OFFICER
| NOTE TO READER
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), this 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. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. 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.
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1