Premier American Uranium Inc. (“PUR” or “Premier American
Uranium”) (TSXV: PUR, OTCQB: PAUIF) and
American
Future Fuel Corporation (“AMPS” or “American
Future Fuel”)
(CSE: AMPS, OTCQB: AFFCF, FWB: K14,
WKN: A3DQFB) are pleased to announce the completion of the
previously announced arrangement (the
“
Arrangement”) whereby Premier American Uranium
has acquired all of the issued and outstanding common shares of
American Future Fuel (the “
AMPS Shares”).
The Arrangement results in PUR acquiring 100% of
the AMPS Shares and AMPS becoming a wholly owned subsidiary of PUR.
Pursuant to the Arrangement, American Future Fuel shareholders (the
“AMPS Shareholders”) received 0.170 of a common
share of PUR (each whole share, a “PUR Share”) for
each AMPS Share held. In aggregate, PUR issued 15,540,676 PUR
Shares under the Arrangement.
In addition, each of the escrow release
conditions in relation to PUR’s previously announced marketed
private placement offering (the “Offering”) of
2,353,981 subscription receipts (the “Subscription
Receipts”) for aggregate gross proceeds of $5,767,253 have
been met. As a result, each outstanding Subscription Receipt has
been converted into one unit of PUR (a “PUR Unit”)
and the net proceeds from the Offering have been released from
escrow. Each PUR Unit is comprised of one PUR Share and one-half of
one common share purchase warrant of PUR (each whole warrant, a
“Warrant”). Each whole Warrant entitles the holder
to purchase a PUR Share at a price of C$3.50 until May 7,
2026. The Offering was led by cornerstone
investors including Sachem Cove Partners LLC, IsoEnergy Ltd. and
Mega Uranium Ltd. For additional information on the Offering,
please refer to the news release of PUR dated May 7, 2024.
Colin Healey, CEO of PUR commented, “Completing
the Arrangement with AMPS marks a pivotal step in executing our
strategic vision to consolidate high-quality assets in the premier
uranium districts of the US. We now have a strong
foothold in three prominent districts known for their significant
uranium endowment and potential: the Grants Mineral Belt in New
Mexico, the Great Divide Basin in Wyoming and the Uravan Mineral
Belt in Colorado. This year, we intend to launch two fully funded
drill programs in two of these districts at our Cebolleta, NM, and
Cyclone, WY, Projects and look forward to continuing to work to
elevate our portfolio through further consolidation. We would like
to extend our gratitude to our cornerstone investors for their
continued support and welcome our new shareholders in this next
phase of our growth.”
The AMPS Shares are expected to be delisted from
the Canadian Securities Exchange at market close on June 27, 2024.
PUR will cause AMPS to apply to the relevant Canadian securities
regulatory authorities to cease to be a reporting issuer under
applicable Canadian securities laws.
Board of Directors and
ManagementPUR’s board of directors (the “Company
Board”) now consists of six directors, including Tim
Rotolo as Chairman, Marty Tunney, Daniel Nauth, Michael Harrison,
Michael Henrichsen and Jon Indall. The senior management team of
PUR now includes Colin Healey as Chief Executive
Officer, David Suda as President and Greg Duras as
Chief Financial Officer. Full details of the Arrangement and
certain other matters are set out in the management information
circular of AMPS dated April 25, 2024, and can be found under
AMPS’s issuer profile on SEDAR+ at www.sedarplus.ca. A copy of the
early warning report of PUR in connection with its acquisition of
the AMPS Shares will be filed under PUR’s issuer profile on SEDAR+
and can be obtained by contacting PUR as set out below.
Additional Information for Former AMPS
ShareholdersPursuant to the Arrangement, former AMPS
Shareholders are entitled to receive 0.170 of a PUR Share for each
AMPS Share held. In order to receive PUR Shares in exchange for
AMPS Shares, former registered AMPS Shareholders must complete,
sign, date and return (together with the certificate or DRS
statement representing their AMPS shares) the letter of transmittal
that was mailed to them prior to closing of the Arrangement. The
letter of transmittal is also available under AMPS’ issuer profile
on SEDAR+ at www.sedarplus.ca and by contacting Computershare
Investor Services Inc., the depositary for the Arrangement, by
telephone toll-free in North America at 1-800-564-6253 or by email
at: corporateactions@computershare.com.
For those former AMPS Shareholders whose AMPS
Shares are registered in the name of a broker, investment dealer,
bank, trust company, trust or other intermediary or nominee, they
should contact such nominee for assistance in depositing their AMPS
Shares and should follow the instructions of such intermediary or
nominee.
In connection with closing of the Arrangement,
PUR has paid Red Cloud Securities Inc. an advisory fee of $500,000,
satisfied through the payment of $250,000 in cash and the issuance
of 92,319 PUR Shares at a deemed price of $2.708 per PUR Share.
Corporate UpdateThe Company has
entered into a Marketing Agreement with InvestingChannel Inc.
(“InvestingChannel”), a New York-based company,
for the purpose of providing various marketing services to the
Company, effective June 12, 2024, for a period of one month. Under
the terms of the Marketing Agreement, InvestingChannel’s services
to the Company will include the creation and distribution of
marketing of certain business content for the Company and PUR has
agreed to pay InvestingChannel an up-front payment of US$75,000.
InvestingChannel is at arm’s length to PUR and has no other
relationship with PUR, except pursuant to the Marketing
Agreement. To the knowledge of the Company, InvestingChannel
and/or its affiliates do not hold PUR Shares. As of the date of
this news release, the parties are in the initial onboarding
stage.
About Premier American
UraniumPremier American Uranium Inc. is focused on the
consolidation, exploration, and development of uranium projects in
the United States. One of PUR’s key strengths is the extensive land
holdings in three prominent uranium-producing regions in the United
States: the Grants Mineral Belt of New Mexico, the Great Divide
Basin of Wyoming and the Uravan Mineral Belt of Colorado. With a
rich history of past production and historic uranium mineral
resources, PUR has work programs underway to advance its
portfolio.
Backed by Sachem Cove Partners, IsoEnergy Ltd.,
Mega Uranium Ltd., and additional corporate and institutional
investors, and an unparalleled team with U.S. uranium experience,
PUR’s positioning in the market represents a compelling
opportunity, as uranium fundamentals are currently the strongest
they have been in more than a decade.
For More Information, Please
Contact:
Premier American Uranium
Inc.Colin Healey, CEO
info@premierur.comToll-Free:
1-833-223-4673Twitter: @PremierAUraniumwww.premierur.com
Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
None of the securities to be issued pursuant to
the Offering or the Arrangement have been or will be registered
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or any state securities
laws, and such securities may not be offered or sold within the
United States absent U.S. registration or an applicable exemption
from U.S. registration requirements. Any securities issuable in the
Arrangement are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This news release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
Cautionary Statement Regarding
Forward-Looking InformationThis news release contains
“forward-looking information” within the meaning of applicable
Canadian securities legislation. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is
expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or state that certain
actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “occur” or “be achieved”. These forward-looking
statements or information may relate to the expected timing for
delisting of the AMPS Shares, expectations regarding the
application for AMPS to cease to be a reporting issuer as well as
PUR’s ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based
upon a number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to,
assumptions regarding expectations and assumptions concerning the
Arrangement, and that general business and economic conditions will
not change in a material adverse manner. Although PUR and AMPS have
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. Such
statements represent the current views of PUR and AMPS with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by PUR
and AMPS, are inherently subject to significant business, economic,
competitive, political and social risks, contingencies and
uncertainties. Risks and uncertainties include, but are not limited
to the following: the TSX Venture Exchange not providing final
approval to the Arrangement and all required matters related
thereto; changes to PUR and/or AMPS’ current and future business
plans and the strategic alternatives available thereto; and
regulatory determinations and delays. Other factors which could
materially affect such forward-looking information are described in
the risk factors in PUR’s annual information form in respect of the
year ended December 31, 2023 AMPS’ management information circular
dated April 25, 2024 in connection with the Arrangement and in PUR
and AMPS’ other filings with the Canadian securities regulators
which are available under their respective profiles on SEDAR+ at
www.sedarplus.ca. PUR and AMPS do not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
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