Mineral resource company GoviEx Uranium has signed an agreement with ASX-listed Tombador Iron to carry out a reverse takeover. The deal will see GoviEx shareholders become the majority owners of a new Australia-listed company that will be renamed Atomic Eagle.

Tombador, which sold its iron-ore business, is now a listed shell on the ASX and has about A$10.4-million in cash reserves.

As part of the agreement, Tombador will acquire all outstanding Class A common shares of GoviEx through a court-approved process in British Columbia, Canada.

When the deal closes, GoviEx shareholders will hold 75% of the new company, while existing Tombador shareholders will own 25%. Tombador will also raise between A$5-million and A$10-million in new funding, which is expected to bring the combined company’s cash to between A$19.4-million and A$24.4-million.

“This is a transformational transaction for GoviEx. It brings an Australian public listing, a new capital structure, a refreshed board, new substantial shareholders, a cornerstone investor with recent uranium development experience and a strengthened balance sheet. Atomic Eagle will lead the development of the Muntanga project, situated in one of the largest and most underexplored sandstone-hosted uranium basins in the world, with considerable exploration potential,” GoviEx executive chairperson Govind Friedland said on August 18.

“Uranium is growing in importance and prominence in the global transition to clean energy. Tombador acknowledges the pedigree and long history of the GoviEx team and assets, and we welcome the opportunity to work with Friedland and his team, alongside the experienced leadership from Matador Capital, to realise the potential of the GoviEx projects,” Tombador executive director Stephen Quantrill added.

The transaction is expected to deliver several benefits to GoviEx and its shareholders.

One of the key advantages is improved access to capital. By securing an ASX listing, the combined company will be able to tap into deep pools of capital available for African uranium explorers and developers. This is expected to create stronger valuation potential as the company reaches key project milestones.

The reverse takeover structure also provides a low-cost and efficient pathway to achieve the listing. For GoviEx shareholders, this ensures a more robust capital structure from the outset.

A strengthened cash position is another benefit. On completion, the combined company is expected to hold between A$19.4-million and A$24.4-million, reducing reliance on short-term debt and supporting early project development. These funds, along with future capital raisings, will be directed towards advancing the Muntanga uranium project in Zambia.

GoviEx shareholders will retain a strong position, owning about 75% of the combined entity. At the same time, the transaction will result in a tighter capital structure, with the total number of shares reduced from more than one-billion to about 345-million. This is expected to improve trading efficiency, reduce share price volatility and give the company more flexibility in future financing.

The deal also brings in the expertise of Matador Capital. As part of the arrangement, Matador founder Grant Davey will join as a strategic adviser to the board. Matador has an established track record in developing mining and energy companies on the ASX, including uranium developers such as Lotus Resources and Boss Energy.

Leadership continuity and strategic alignment have also been built into the transaction. GoviEx CEO Daniel Major will remain CEO of the combined company. The board will be chaired by Friedland, while nonexecutive directors will include Eric Krafft from GoviEx, Quantrill, and former Lotus Resources MD Keith Bowes.

The company will undergo a corporate rebranding as Atomic Eagle, reflecting its renewed focus on uranium exploration and development. Operationally, the new entity will continue to prioritise Zambia and the Muntanga project. The company plans to expand the scale of the project, improve its economics, and explore the wider potential of the Karoo sandstones.

The transaction also covers GoviEx Niger, with no impact on ongoing proceedings there.