Announcement • Sep 16
Premier American Uranium Inc. (TSXV:PUR) completed the acquisition of Nuclear Fuels Inc. (CNSX:NF) from enCore Energy Corp and others. Premier American Uranium Inc. (TSXV:PUR) agreed to acquire Nuclear Fuels Inc. (CNSX:NF) from enCore Energy Corp and others for CAD 42.3 million on June 4, 2025. Under the terms of the Arrangement, shareholders of Nuclear Fuels will receive 0.33 of a common share of Premier American Uranium for each NF Share held. The Exchange Ratio implies consideration of CAD 0.43 per NF Share based on the 20-day volume weighted average price. Shareholders of Premier American Uranium and Nuclear Fuels will own approximately 59% and 41% shares. The termination fee of CAD 2 million is payable to Premier American Uranium. The implied equity value of the combined company is estimated at approximately CAD 102 million. On closing of the Transaction, the Company’s board of directors is expected to be comprised of up to five members from the current directors or management of Premier American Uranium and two nominees from the current directors or management of Nuclear Fuels. The Company will be managed by the current executive team of Premier American Uranium, led by Colin Healey as CEO.
The Arrangement has been unanimously approved by the boards of directors of both Premier American Uranium and Nuclear Fuels. Closing of the Transaction is subject to the receipt of applicable regulatory approvals, satisfaction of certain other closing conditions customary, approval by at least 66 2/3% of the votes cast by NF Shareholders, court and stock exchange approval. The NF Special Meeting is expected to be held in the third quarter of 2025. Closing of the Transaction is anticipated to occur in the third quarter of 2025. As of August 13, 2025, Nuclear Fuels Inc. shareholders have approved the arrangement, with 95.08% voting in favor, pending final court and regulatory approvals. As of September 11, 2025, the parties are targeting to complete the Plan of Arrangement on or around September 19, 2025, pending completion of the TSX Venture Exchange review. Nuclear Fuels established a special committee of its Board of Directors (the “Special Committee”) to review the Transaction.
Haywood Securities Inc is acting as fairness opinion provider to board of directors of Premier. Haywood Securities Inc is acting as financial advisor and Jamie Litchen and Greg Hogan of Cassels Brock & Blackwell LLP is acting as legal advisor to Premier. Edward L. Mayerhofer of Morton Law LLP is acting as legal advisor, Canaccord Genuity Group Inc. (TSX:CF) is acting as financial advisor to NF. Evans & Evans, Inc. is acting as fairness opinion provider to special committee of NF,Canaccord Genuity Group Inc. (TSX:CF) is acting as fairness opinion provider to board of directors of NF.
Premier American Uranium Inc. (TSXV:PUR) completed the acquisition of Nuclear Fuels Inc. (CNSX:NF) from enCore Energy Corp and others on September 16, 2025. New Risk • Aug 31
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$9.1m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$9.1m free cash flow). Shareholders have been substantially diluted in the past year (56% increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (CA$31.3m market cap, or US$22.8m). Announcement • Jun 11
Nuclear Fuels Inc. Commences 2025 Kaycee Uranium Project Drill Program Nuclear Fuels Inc. announced the commencement of its 2025 drilling program, with an initial plan for at least 100,000 feet, at the Kaycee Uranium Project (‘the Project’) located in the Powder River Basin (‘PRB’) of Wyoming. The regional drilling conducted in late 2024 successfully identified two new zones of roll front-hosted uranium mineralization. Notably, the Outpost and Trail Dust Zones were discovered during the late stages of the 2024 program, and the Company is excited to follow up on these promising new areas during the 2025 drill program. Drill hole LT24_050 returned 0.082% eU3O8 over 6.5 feet for a total grade thickness (‘GT’) of 0.532, beginning at a downhole depth of 767.0 feet at the Outpost Zone; At the Trail Dust Zone, located approximately 1.5 miles to the north of the Outpost Zone, drill hole LT24_037 returned 0.0553% eU3O8 over 5.5 feet for a total hole GT of 0.304, beginning at a downhole depth of 886.0 feet; The 2025 exploration program is now underway at the Project and will follow up on these results, as well as test other high priority targets; This fully-funded exploration program consists of an initial 100,000 feet of rotary mud drilling, with results to be reported at a similar cadence to the 2024 drill program. Kaycee Uranium Project, Wyoming: The Kaycee Project in Wyoming's PRB, Nuclear Fuels' priority project, consists of 55 square miles of mineral rights over a 35-mile mineralized trend hosting 430 miles of identified roll fronts. The Kaycee Project is believed to be the only project in the PRB where all three known historically productive sandstone formations (Wasatch, Fort Union, and Lance) are mineralized and potentially accessible for ISR extraction. The Kaycee Project, under Nuclear Fuels, represents the first time since the early 1980's that the entire district is controlled by one company.in 2023, Nuclear Fuels acquired the Kaycee Project from enCore Energy Corp., which retains a back-in right for 51% of the project by paying 2.5X the exploration costs and financing the Kaycee project to production (costs recoverable from production) upon Nuclear Fuels establishing a minimum 15 million pound eU3O8 43-101 compliant resource. Wyoming is a proven and prolific uranium producer with a pro-energy government and established regulatory regime for the permitting and extraction of uranium through ISR technology. Wyoming is one of the few ‘Agreement States’ hosting ISR uranium deposits, where the federal government and the Nuclear Regulatory Commission have ceded regulatory authority to the state government, permitting and advancing uranium projects is more efficient and streamlined as compared to most other states. Wyoming, with over 250 million pounds of historic uranium production, ranks as the state with the second most uranium production to date; most of which has been through the ISR technology since 1990, predominantly from the PRB. 
