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 a “Qualifying Transaction” under TSXV Policy 2.4.
• The company simultaneously executed a private placement of 10,960,468 subscription receipts at $0.25 each, raising $2.74 million; the receipts were converted into units (share + ½ warrant) upon closing.
• A name change to “AE Fuels Corporation,” share consolidation (1.66‑to‑1), and a new TSXV ticker “AEF” are slated for around 29 Dec 2025, pending final TSXV approval.

Key Details

• Transaction Structure: 20,579,938 AE Fuels common shares issued to Advanced Energy shareholders on a one‑for‑one basis; Advanced Energy becomes a wholly‑owned subsidiary.
• Share Consolidation & Name Change: Prior to closing, the company changed its name to AE Fuels Corporation and consolidated shares at 1.66 pre‑consolidation shares per post‑consolidation share. Post‑consolidation outstanding shares: 41,433,479 (CUSIP 001024108; ISIN CA0010241085).
• South Woodie Woodie Manganese Project (SWWM) Acquisition: Advanced Energy exercised an option to acquire 100 % of the project; AE Fuels issued a total of 8,000,000 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 while holding ≥5 % of AE Fuels shares.
• Concurrent Financing (Private Placement):
• Subscription receipts: 10,960,468 @ $0.25 each → gross proceeds $2,740,117.
• Each receipt converted to one unit consisting of one 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 (8 M) and subscription receipt holders are subject to a four‑month hold period expiring 20 Apr 2026 (Trek) and 21 Mar 2026 (private placement investors).
• Board Reconstitution: Post‑transaction board now comprises Gary Lewis, Melissa Sanderson, Mitchell Smith, Derek Marshall, and Brandon Bonifacio. Officers: Gary Lewis – CEO & President; Melissa Sanderson – Chair; Jack Cartmel – CFO & Corporate Secretary.
• Early Warning Disclosures (NI 62‑103):
• Trek Metals holds ~19.31 % of AE Fuels shares post‑transaction.
• CEO Gary Lewis holds ~14.08 % of outstanding shares and 200,000 warrants; total holdings subject to escrow agreements.
• Regulatory & Forward‑Looking Statements: Completion pending final TSXV acceptance; trading recommencement on TSXV Tier 2 expected around 29 Dec 2025 under ticker “AEF.”

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, CEO & Director.