AE Fuels Corporation Announces Closing of Qualifying Transaction

Executive Summary

• AE Fuels Corporation completed its share‑exchange acquisition of Advanced Energy Fuels, Inc., making Advanced Energy a wholly‑owned subsidiary and qualifying as the Company’s “Qualifying Transaction” under TSXV Policy 2.4.
• The transaction triggered a name change to AE Fuels Corporation, a consolidation of shares (1.66 pre‑consolidation → 1 post‑consolidation), and a reconstitution of the board and senior management.
• Concurrently, the Company closed a non‑brokered private placement raising $2.74 M via 10,960,468 subscription receipts convertible into units consisting of AE Fuels Shares and warrants; proceeds will be used as described in the filing statement.

Key Details

• Share Exchange: 20,579,938 AE Fuels common shares issued to Advanced Energy shareholders on a one‑for‑one basis under the Share Exchange Agreement dated July 17 2025.
• Resulting Ownership: Advanced Energy becomes a wholly‑owned subsidiary; post‑transaction aggregate of 41,433,479 AE Fuels Shares outstanding (CUSIP 001024108, ISIN CA0010241085).
• Name Change & Consolidation: Company renamed “AE Fuels Corporation.” Share consolidation at 1.66 pre‑consolidation shares → 1 post‑consolidation share; no fractional shares issued.
• South Woodie Woodie Manganese Project (SWWM) Acquisition: Advanced Energy exercised option to acquire 100 % of the project; Company issued a total of 8,000,000 AE Fuels Shares to Trek Metals Limited (2 M from Share Exchange Agreement + 6 M for SWWM). Trek receives board nomination rights and pro‑rata participation in future financings.
• Board & Management Reconstitution: New five‑member board – Gary Lewis, Melissa Sanderson, Mitchell Smith, Derek Marshall, Brandon Bonifacio. Officers: Gary Lewis (CEO & President), Melissa Sanderson (Chair), Jack Cartmel (CFO & Corporate Secretary).
• Concurrent Financing (Private Placement):
• 10,960,468 subscription receipts sold at $0.25 each → gross proceeds $2,740,117.
• Each receipt converted into one unit: 1 AE Fuels Share + ½ common share purchase warrant.
• Warrants exercisable at $0.35 per share until 19 Dec 2027.
• Finder compensation: $102,275 cash fees and 409,100 non‑transferable finder warrants (exercise price $0.35, same expiry).
• Hold Periods:
• Shares issued to Trek subject to a four‑month hold expiring 20 Apr 2026.
• Units from the private placement subject to a four‑month hold expiring 21 Mar 2026.
• Early Warning Disclosures (NI 62‑103):
• Trek Metals now holds ~19.31 % of AE Fuels Shares (8,000,000 shares).
• CEO Gary Lewis holds 5,833,334 shares and 200,000 warrants (~14.08 % undiluted). Both parties filed early‑warning reports.
• Use of Proceeds: Detailed in the filing statement; intended to fund project development, corporate working capital, and other corporate purposes.

Notable Quotes

“Completion of the Qualifying Transaction represents an important milestone for our Company… We start life as a public company with a strong balance sheet and an asset base perfectly positioned to maximize opportunities in US critical minerals supply chains.” – Gary Lewis, President & CEO

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All non‑material boilerplate, forward‑looking statements, and disclaimer text have been omitted.