Sunrise Energy Metals Ltd. is moving ahead with its plans to redomicile to the United States and secure a Nasdaq listing.
Under the proposed members’ scheme of arrangement, newly incorporated Delaware entity Sunrise Energy Metals, Inc. (Holdco) will acquire all ordinary shares in Sunrise. The transaction will transform Sunrise into a wholly owned subsidiary of Holdco.
Upon completion, Holdco shares will trade primarily on the Nasdaq, with a secondary listing on the ASX via CHESS Depositary Interests (CDIs).
The shift aligns directly with a conditional commitment of up to US$400 million (AU$576.56 million) in long-term debt financing from the US Department of Defense’s Office of Strategic Capital (OSC).
The funding aims to support the development of Sunrise’s 100 per cent owned Syerston scandium project in New South Wales.
Sunrise Chairman Robert Friedland said becoming a US-domiciled company places the group closer to key industrial markets and deep capital pools essential for long-term project expansion.
“Scandium is a critical metal used in aerospace alloys, defence components, 5G/6G wireless communications networks and off-grid electrical power systems,” Friedland said.
“Becoming a U.S.-domiciled company listed on Nasdaq brings Sunrise closer to its markets and customers.”
Sunrise CEO Sam Riggall emphasised that existing investors will maintain their proportional equity, with eligible shareholders receiving one Holdco CDI on the ASX for every Sunrise share held, or opting to receive one Nasdaq-listed Holdco share.
“The Nasdaq listing will provide opportunities to tap a deeper pool of capital, while our shareholders retain the right to have their shares listed on the ASX in the form of CDIs or choose to hold Holdco shares listed on the Nasdaq,” Riggall said.
The redomiciliation remains subject to shareholder approval at an upcoming court-ordered scheme meeting, along with approvals from the Federal Court of Australia, Foreign Investment Review Board, SEC, Nasdaq, and ASX. Existing operations and management roles will remain unchanged throughout the process.
