Nuclear Fuels Shareholders Approve Arrangement with Premier American Uranium

Rhea-AI Summary

Nuclear Fuels (OTCQX:NFUNF) shareholders have overwhelmingly approved the previously announced arrangement with Premier American Uranium (TSXV:PUR), with 95.08% of votes in favor. Under the arrangement, Nuclear Fuels shareholders will receive 0.33 Premier American Uranium shares for each Nuclear Fuels share held.

The transaction completion remains subject to final approvals from the Supreme Court of British Columbia (scheduled for August 18, 2025) and the TSX Venture Exchange. The companies aim to complete the arrangement around August 25, 2025. Nuclear Fuels CEO Greg Huffman will join Premier American Uranium's Board of Directors post-transaction.

Positive

• Strong shareholder approval with 95.08% votes in favor
• Strategic merger to advance Clean American Uranium development
• Nuclear Fuels CEO joining Premier American Uranium's Board ensures continuity

Negative

• Completion still subject to regulatory and court approvals
• Nuclear Fuels shareholders face share exchange dilution at 0.33 ratio

CSE:NF
OTCQX:NFUNF
TSXV:PUR
OTCQB:PAUIF

VANCOUVER, BC, Aug. 13, 2025 /PRNewswire/ - Nuclear Fuels Inc. ("Nuclear Fuels" or the "Company") (CSE: NF) (OTCQX: NFUNF) and Premier American Uranium Inc. ("PUR" or "Premier American Uranium") (TSXV: PUR) (OTCQB: PAUIF) are pleased to announce the voting results of the special meeting of shareholders of Nuclear Fuels ("Nuclear Fuels Shareholders") held today.

The previously announced statutory plan of arrangement (the "Plan of Arrangement") involving Nuclear Fuels and Premier American Uranium was approved by 95.08% of the votes cast by Nuclear Fuels Shareholders. In addition, the Plan of Arrangement was approved by a simple majority of the votes cast by Nuclear Fuels Shareholders, excluding the votes cast in respect of the Nuclear Fuels shares held by Nuclear Fuels Shareholders that meet the criteria set out in Section 8.1(2)(a)-(d) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Pursuant to the Plan of Arrangement, each Nuclear Fuels Shareholder will receive 0.33 of a common share of Premier American Uranium for each Nuclear Fuels share held.

Completion of the Plan of Arrangement remains subject to receipt of the final order of the Supreme Court of British Columbia, approval of the TSX Venture Exchange, and certain other closing conditions customary in transactions of this nature. The application for the final order of the Supreme Court of British Columbia is scheduled for August 18, 2025. Subject to satisfaction or waiver of these closing conditions, the parties are targeting to complete the Plan of Arrangement on or about August 25, 2025.

Greg Huffman, Chief Executive Officer of Nuclear Fuels, stated: "On behalf of the management team at Nuclear Fuels I am pleased our shareholders strongly supported this transaction with a 95% approval. We stand by our belief that the combination of two strong companies will benefit of our shareholders. I look forward to joining Premier American Uranium's Board of Directors and working with Colin Healey to continue pursuing our common goal of advancing new sources of Clean American Uranium."

For further information, please see the Nuclear Fuels' Report of Voting Results, which be filed on SEDAR+ at www.sedarplus.ca.

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. With its 2025 drill program in process 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.

About Premier American Uranium Inc.

Premier American Uranium is focused on the consolidation, exploration, and development of uranium projects in the United States, aiming to strengthen domestic energy security and support the transition to clean energy. One of Premier's key strengths is the extensive land holdings in three prominent uranium-producing regions in the United States: the Grants Mineral Belt of New Mexico, the Great Divide Basin of Wyoming and the Uravan Mineral Belt of Colorado.

With current resources and defined resource exploration targets, Premier American Uranium is actively advancing its portfolio through work programs. Premier American Uranium benefits from strong partnerships, with backing from Sachem Cove Partners, IsoEnergy Ltd., Mega Uranium Ltd., and other institutional investors. The Company's distinguished team has extensive experience in uranium exploration, development, permitting, and operations, as well as uranium-focused mergers and acquisitions—positioning Premier American Uranium as a key player in advancing the U.S. uranium sector.

www.nfuranium.com
www.premierur.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.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

None of the securities to be issued pursuant to the Plan of 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 Plan of 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 and Premier American Uranium expect or anticipate will or may occur in the future including, but not limited to, 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 Premier American Uranium following the closing of the Plan of Arrangement, including receipt of required regulatory, court and stock exchange approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Plan of Arrangement, and other expectations and assumptions concerning the Plan of Arrangement. Although the assumptions made by the Company and Premier American Uranium in providing forward-looking information or making forward-looking statements are considered reasonable by management of, as applicable, the Company and Premier American Uranium 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, court 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 and Premier American Uranium have 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 and Premier American Uranium undertake 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

What is the exchange ratio in the Nuclear Fuels (NFUNF) and Premier American Uranium merger?

Nuclear Fuels shareholders will receive 0.33 Premier American Uranium shares for each Nuclear Fuels share held.

When is the Nuclear Fuels (NFUNF) arrangement with Premier American Uranium expected to close?

The arrangement is targeted to complete on or about August 25, 2025, subject to final approvals.

What percentage of Nuclear Fuels shareholders approved the Premier American Uranium merger?

95.08% of Nuclear Fuels shareholders voted in favor of the arrangement.

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

The transaction still requires final order from the Supreme Court of British Columbia (scheduled for August 18, 2025) and TSX Venture Exchange approval.

What role will Nuclear Fuels CEO have in Premier American Uranium after the merger?

Greg Huffman, Nuclear Fuels CEO, will join Premier American Uranium's Board of Directors following the transaction completion.