Baker McKenzie is pleased to announce that it is acting as the Australian legal adviser to ASX listed Sunrise Energy Metals Limited on the intended redomiciliation of parent company of the Sunrise group from Australia to the United States by way of a scheme of arrangement ("Scheme"), with a view to listing on Nasdaq.
Sunrise is valued at approximately A$3.6 billion.
Sunrise has entered into a Scheme Implementation Deed (“SID”) with Sunrise Energy Metals, Inc. (“Holdco”) announced to ASX today to redomicile the parent company of the Sunrise group from Australia to the United States by way of the Scheme.
Under the Scheme, Holdco proposes to acquire all of the ordinary shares in Sunrise subject to a number of conditions including approval by Shareholders, the Federal Court of Australia, FIRB and the effectiveness of Holdco's registration statement with the U.S. Securities and Exchange Commission and Nasdaq and ASX listing approvals.
The transaction has been structured to preserve Sunrise's ASX listing through CHESS Depositary Interests ("CDIs"). Sunrise shareholders will receive one Holdco CDI (to be listed on the ASX) for each Sunrise share held or may elect to receive one Holdco share (to be listed on Nasdaq).
The redomiciliation and U.S. listing pathway is consistent with the conditional commitment of up to US$400 million in long-term debt financing from the U.S. Department of War's Office of Strategic Capital to support the development of Sunrise's 100% owned Syerston Scandium Project in New South Wales as announced by Sunrise on 10 August 2026.
Commenting on the transaction, Baker McKenzie lead partners, Richard Lustig and Rick Troiano said: “We are delighted to be advising Sunrise Energy Metals on this transaction which is intended to position the parent company of the Sunrise group as a U.S.-domiciled critical minerals company.”
The Nasdaq listing will provide opportunities to tap a deeper pool of capital, while shareholders will retain the right to have their shares listed on the ASX in the form of CDIs or choose to hold Holdco shares listed on Nasdaq.
The Baker McKenzie team is being led by corporate partners Richard Lustig and Rick Troiano, supported by associates Isaac Burnett, Addison Naylor and Jed Lehmann.
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