Nuclear Fuels Announces Final Court Approval of Arrangement with Premier American Uranium

Rhea-AI Summary

Nuclear Fuels (OTCQX:NFUNF) has received final approval from the Supreme Court of British Columbia for its statutory plan of arrangement with Premier American Uranium (TSXV:PUR). The arrangement, targeting completion around August 25, 2025, will result in PUR acquiring all outstanding shares of Nuclear Fuels.

Upon completion, Nuclear Fuels shares will be delisted from the Canadian Securities Exchange, while PUR will continue trading on the TSX Venture Exchange. The Company has engaged Canaccord Genuity as financial advisor and will issue 648,414 common shares at $0.347 per share as compensation for their services.

Positive

• None.

Negative

• Nuclear Fuels shares will be delisted from the Canadian Securities Exchange
• Share issuance of 648,414 common shares to Canaccord causing minor dilution

CSE:NF
OTCQX:NFUNF

VANCOUVER, BC, Aug. 19, 2025 /PRNewswire/ - Nuclear Fuels Inc. ("Nuclear Fuels" or the "Company") (CSE: NF) (OTCQX: NFUNF) is pleased to announce an update on the statutory plan of arrangement (the "Plan of Arrangement") involving Nuclear Fuels and Premier American Uranium Inc. ("PUR" or "Premier American Uranium") (TSXV: PUR) (OTCQB: PAUIF). Further to the Company and PUR's joint news release on August 13, 2025, the Supreme Court of British Columbia issued its final order approving the Arrangement on August 18, 2025.

Completion of the Arrangement remains subject to the approval of the TSX Venture Exchange, and certain other closing conditions customary in transactions of this nature. Subject to satisfaction or waiver of these closing conditions, the parties are targeting to complete the Plan of Arrangement on or about to August 25, 2025.

Upon closing of the Arrangement, PUR will acquire all of the issued and outstanding common shares of Nuclear Fuels. Additional details with respect to the Arrangement are described in the Company's news releases on June 5, 2025, July 15, 2025, and August 13, 2025, and in the Company's management information circular dated July 10, 2025 available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Following completion of the Plan of Arrangement, the shares of PUR will continue trading on the TSX Venture Exchange and the shares of the Company will be de-listed from the Canadian Securities Exchange, and will not be made available for trading on the TSX Venture Exchange.

In connection with the Plan of Arrangement, the Company engaged Canaccord Genuity Corp. ("Canaccord") as a financial advisor to the Company's board of directors (the "Board") to assist the Board in evaluating the Plan of Arrangement. As consideration for the financial advisory services provided by Canaccord, the Company will be issuing 648,414 common shares to Canaccord at a deemed price of $0.347 per share.

About Nuclear Fuels Inc.

Nuclear Fuels Inc. is a uranium exploration company advancing early stage, district-scale ISR amenable uranium projects towards production in the U.S. Leveraging extensive proprietary historical databases and deep industry expertise, Nuclear Fuels is well-positioned in a sector poised for significant and sustained growth on the back of strong government support. Nuclear Fuels has consolidated the Kaycee district under single-company control for the first time since the early 1980s. Currently planning its 2025 drill program following successful 2023 and 2024 drilling, the Company aims to expand on historic resources across a 35-mile trend with over 430 miles of mapped roll-fronts defined by 3,800 drill holes. The Company's strategic relationship with enCore Energy Corp., America's Clean Energy Company™, offers a mutually beneficial "pathway to production," with enCore owning an equity interest and retaining the right to back-in to 51% ownership in the flagship Kaycee Project in Wyoming's prolific Powder River Basin.

www.nfuranium.com 

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future including, but not limited to, the issuance of the common shares to Canaccord, the timing and outcome of the Plan of Arrangement and the timing and outcome or satisfaction of any closing conditions of the Plan of Arrangement. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof 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" or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including assumptions regarding PUR following the closing of the Plan of Arrangement, including receipt of required regulatory and stock exchange approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, and other expectations and assumptions concerning the Arrangement, including de-listing from the Canadian Securities Exchange. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management of the Company at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain regulatory or stock exchange approvals in connection with the Plan of Arrangement, material adverse change in the timing of completion and the terms and conditions upon which the Plan of Arrangement is completed, inability to satisfy or waive all conditions to complete the Plan of Arrangement as set out in the arrangement agreement, and failure to complete the Plan of Arrangement.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

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SOURCE Nuclear Fuels Inc.

FAQ

When will Nuclear Fuels (NFUNF) complete its arrangement with Premier American Uranium?

The arrangement is targeted to complete on or about August 25, 2025, subject to TSX Venture Exchange approval and other customary closing conditions.

What happens to Nuclear Fuels (NFUNF) shares after the arrangement?

Nuclear Fuels shares will be delisted from the Canadian Securities Exchange and will not be available for trading on the TSX Venture Exchange.

How many shares is Nuclear Fuels (NFUNF) issuing to Canaccord Genuity?

Nuclear Fuels will issue 648,414 common shares to Canaccord at a deemed price of $0.347 per share as compensation for financial advisory services.

What approvals are still needed for the Nuclear Fuels and Premier American Uranium arrangement?

The arrangement still requires TSX Venture Exchange approval and satisfaction of certain other customary closing conditions.

Which exchange will Premier American Uranium (PUR) shares trade on after the arrangement?

Premier American Uranium shares will continue trading on the TSX Venture Exchange after the arrangement completion.