Premier American Uranium Inc. (“PUR” or “Premier American Uranium”) (TSXV: PUR, OTCQB: PAUIF) and Nuclear Fuels Inc. (“NF” or “Nuclear Fuels”) (CSE: NF, OTCQX: NFUNF) are pleased to announce that they have entered into an arm’s length definitive agreement (the “Arrangement Agreement”) dated June 4, 2025, pursuant to which Premier American Uranium has agreed to acquire all of the issued and outstanding common shares of Nuclear Fuels (the “NF Shares”) by way of a court-approved plan of arrangement (the “Arrangement” or the “Transaction”). Nuclear Fuels holds a 100% interest in the Kaycee Uranium Project (“Kaycee”) located in Wyoming’s prolific Powder River Basin. The Kaycee Project spans a 35-mile trend of altered and mineralized sandstones, supported by over 4,200 drill holes and 430 miles of mapped roll fronts. In addition to Kaycee, Nuclear Fuels also holds five exploration-stage projects across key uranium districts in Wyoming, Utah, and Arizona.
Under the terms of the Arrangement, shareholders of Nuclear Fuels (“NF Shareholders”) will receive 0.33 of a common share of Premier American Uranium (each whole share, a “PUR Share”) for each NF Share held (the “Exchange Ratio”). Existing shareholders of Premier American Uranium and Nuclear Fuels will own approximately 59% and 41% (on a basic shares outstanding basis), respectively, of the pro forma outstanding PUR Shares on closing of the Arrangement. The Exchange Ratio implies consideration of C$0.43 per NF Share based on the 20-day volume weighted average price (“VWAP20”) of PUR Shares on the TSX Venture Exchange (the “TSXV”) on June 4, 2025. The Transaction represents a premium of 54% to the closing price of the NF Shares on the Canadian Securities Exchange (the “CSE”) and a 46% premium to the VWAP20 of NF Shares on the CSE for the period ending June 4, 20251. The implied equity value of the combined company (the “Company”) is estimated at approximately C$102 million2.
Strategic Rationale for the Transaction
Establishes America’s leading uranium explorer with a consolidated portfolio of 12 projects across key U.S. uranium districts, including estimated mineral resource of 18.6 Mlbs U3O8 Indicated and 4.9 Mlbs U3O8 Inferred at its Cebolleta Project in New Mexico3 and exploration potential at several other projects in Wyoming, as indicated by the results of historical exploration drilling and recent NI 43-101 technical reports. The combined project portfolio will span over 104,000 acres and includes projects from near-term development to early-stage exploration, supported by an extensive geological database that is expected to enable efficient resource conversion and targeted discovery potential. Additional assets in Colorado, Utah, and Arizona provide further growth potential.
Enhanced presence in Wyoming, where the Company will have completed the most exploration drilling amongst Wyoming-focused in-situ recovery (“ISR”) explorers in 2024. The Transaction unites PUR’s Cyclone Project in the Great Divide Basin with NF’s Kaycee Project in the Powder River Basin—two of Wyoming’s most important productive ISR regions. In 2024, the companies completed an aggregate of 368 holes on their respective properties totaling 209,490 feet, representing one of the largest ISR drilling exploration programs in the U.S. Both projects stand to benefit from shared technical expertise ahead of the 2025 drill season.
Compelling catalysts to de-risk development include, a planned mineral resource update and PEA for Cebolleta expected to be completed in summer 2025, with potential expansion drilling to follow. Located in the prolific Grants Mineral Belt of New Mexico, which has produced over 347 Mlbs U₃O₈4, Cebolleta is strategically positioned for potential future development. In May 2025, four Grants District uranium projects were added to the U.S. Federal FAST-41 permitting dashboard, underscoring the district’s growing strategic significance.
Backed by founding shareholders Sachem Cove and IsoEnergy, along with sector leaders enCore Energy Corp. and Mega Uranium, the Company will have strong strategic ownership, deep development expertise, and a clear mandate for U.S. uranium consolidation. Estimated post-transaction ownership includes Sachem Cove Partners LLC (23.2%), enCore Energy Corp. (9.5%), IsoEnergy Ltd. (5.4%) and Mega Uranium Ltd. (2.3%).
Fully funded for growth, with C$14M in cash6, the Company is expected to have financial flexibility to aggressively advance the combined portfolio and evaluate further M&A opportunities.
Stronger capital markets profile, with a more diversified shareholder base and enhanced market capitalization, the Company is expected to have broader institutional, retail investor and ETF interest and increased visibility among research analysts.
Colin Healey, CEO of Premier American Uranium, commented, “Premier American Uranium is proud to pursue this Transaction to combine our assets with those of Nuclear Fuels. Kaycee is an exciting ISR prospect that, in combination with our own Cyclone Project, is expected to position PUR as one of the most active uranium explorers in Wyoming. While we target resource growth in Wyoming, we will continue to advance our Cebolleta Project in New Mexico along the development curve. This is the second major acquisition for Premier American Uranium within the last 12 months, and it adheres to our goal of growth during a time of pronounced optimism in the nuclear space. Finally, the joining of strengths and backers of the two companies is a notable merit to the deal, with IsoEnergy, enCore Energy Corp., Mega, and Sachem Cove all on the pro forma share register.”
Greg Huffman, CEO, President & Director of Nuclear Fuels, further added, “We believe this Transaction offers numerous merits for NF Shareholders. Primarily, we welcome the diversification and depth of the expanded asset portfolio across the key U.S. uranium jurisdictions, most notably a doubling down on exposure in Wyoming. An exploration focus is too rare amongst U.S. uranium miners, and the combined company will seek to fill that gap. Additionally, the strength of the combined shareholder registers and the increasingly important role of ETF ownership is expected to underpin the Company’s prospects going forward.”
