Nuclear Fuels Shareholders Approve Premier American Uranium Arrangement

• Nuclear Fuels shareholders approved the arrangement with 95.08% of votes cast
• Exchange ratio set at 0.33 Premier American Uranium shares for each Nuclear Fuels share
• Final court hearing scheduled for August 18, 2025
• Transaction completion targeted for August 25, 2025
• Arrangement requires Supreme Court of British Columbia approval and TSX Venture Exchange approval

Nuclear Fuels Inc. (CSE: NF, OTCQX: NFUNF) is a uranium exploration company advancing early-stage, district-scale ISR amenable uranium projects towards production in the U.S. The company uses proprietary historical databases and industry expertise in the uranium sector.

Nuclear Fuels has consolidated the Kaycee district under single-company control for the first time since the early 1980s. The company is conducting a 2025 drill programme following drilling in 2023 and 2024, aiming to expand historic resources across a 35-mile trend with over 430 miles of mapped roll-fronts defined by 3,800 drill holes. Nuclear Fuels has a relationship with enCore Energy Corp., which owns an equity interest and retains the right to back-in to 51% ownership in the Kaycee Project in Wyoming's Powder River Basin.

Shareholder Approval and Merger Transaction

Nuclear Fuels shareholders approved the statutory plan of arrangement at a special meeting held on August 13, 2025. The arrangement received 95.08% approval from votes cast by Nuclear Fuels shareholders. The plan also received simple majority approval from shareholders excluding votes from those meeting specific criteria under Multilateral Instrument 61-101.

Under the arrangement terms, each Nuclear Fuels shareholder will receive 0.33 of a common share of Premier American Uranium for each Nuclear Fuels share held. This exchange ratio was established as part of the arrangement agreement between the two companies.

Transaction Timeline and Regulatory Approvals

The arrangement completion requires several remaining conditions. The Supreme Court of British Columbia must issue a final order, with the application scheduled for August 18, 2025. TSX Venture Exchange approval is also required for the transaction to proceed.

Additional closing conditions include certain other requirements customary in transactions of this nature. The parties are targeting completion of the arrangement on or about August 25, 2025, subject to satisfaction or waiver of these conditions.

The timeline provides one week between the court application and the targeted completion date. All conditions must be satisfied or waived before the arrangement can be completed.

Strategic Consolidation in U.S. Uranium Sector

Premier American Uranium operates uranium projects in three U.S. regions: the Grants Mineral Belt of New Mexico, the Great Divide Basin of Wyoming, and the Uravan Mineral Belt of Colorado. The company focuses on consolidation, exploration, and development of uranium projects in the United States.

Premier American Uranium has backing from Sachem Cove Partners, IsoEnergy Ltd., Mega Uranium Ltd., and other institutional investors. The company's management team has experience in uranium exploration, development, permitting, operations, and mergers and acquisitions.

Nuclear Fuels CEO Greg Huffman 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 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."

Huffman will join Premier American Uranium's board following completion.

Conclusion and Next Steps

The arrangement has received shareholder approval with 95.08% support. Remaining steps include the Supreme Court of British Columbia final order application on August 18 and TSX Venture Exchange approval. The parties target completion on August 25, 2025, subject to satisfying all closing conditions. Upon completion, Nuclear Fuels shareholders will receive Premier American Uranium shares at the 0.33 exchange ratio.

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