Premier American closes acquisition of Nuclear Fuels

Executive Summary

• Premier American Uranium Inc. completed the acquisition of all outstanding common shares of Nuclear Fuels Inc., making Nuclear Fuels a wholly‑owned subsidiary.
• Shareholders of Nuclear Fuels received 0.33 Premier American share for each Nuclear Fuels share, resulting in the issuance of 32,521,748 Premier American shares.
• The transaction expands Premier American’s land position to include the Kaycee and Cyclone projects in Wyoming, positioning it among the largest uranium land‑holders in the Powder River district.

Key Details

• Transaction Structure: 100 % acquisition of Nuclear Fuels’ issued and outstanding common shares.
• Consideration: 0.33 Premier American share per Nuclear Fuels share; total of 32,521,748 Premier American shares issued to former Nuclear Fuels shareholders.
• Financial Adviser Compensation: Haywood Securities Inc. received 138,942 Premier American shares at a deemed price of $1.2955 per share for advisory services.
• Board Changes: Post‑closing board now has seven members – Tim Rotolo (Chair), Marty Tunney, Michael Harrison, Jon Indall, Gregory Huffman, Brahm Spilfogel (both from Nuclear Fuels) and Colin Healey (CEO). Daniel Nauth and Michael Henrichsen resigned. Senior management unchanged.
• Delisting: Nuclear Fuels shares to be delisted from the Canadian Securities Exchange at market close on 2025‑09‑16; company will seek cessation of reporting obligations under Canadian securities law.
• Shareholder Action Required: Former Nuclear Fuels shareholders must return signed transmittal letters (or DRS statements) with share certificates to receive Premier American shares; instructions provided for broker‑held holdings.
• Strategic Impact: Acquisition adds the Kaycee and Cyclone exploration projects, creating the largest combined ongoing drilling program in Wyoming’s Powder River district and placing Premier American alongside Cameco Corp., Energy Fuels Inc., and Uranium Energy Corp. as a major landholder.

Notable Quotes

“With the completion of the Nuclear Fuels transaction, Premier American Uranium expands and enhances one of the strongest exploration portfolios in the United States… We have successfully executed two transformative transactions… we remain committed to advancing our core assets to create long‑term value.” – Colin Healey, CEO, Premier American Uranium.