Premier American Uranium: Nuclear Fuels Inc. Shareholders Approve the Combination

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As announced after the market close on August 13, voting conducted earlier that day at a special meeting of Nuclear Fuels Inc. (NF) shareholders has resulted in the previously announced (June 5) plan of arrangement with Premier American Uranium (PUR) being approved by the overwhelming majority of voters. Now, pending TSXV, Supreme Court of British Columbia and other customary conditions, both parties estimate the transaction close to occur on or about August 25, 2025.

With a combined 12 total development projects, once the transaction closes, Premier American will become among the largest pure-play uranium exploration/ development companies in the US. With ~$14M cash in treasury, the company will be able to immediately fund additional exploration initiatives throughout its expanded portfolio. With the merger overhang now substantially removed, we maintain our 0.60x NAV derived C$3.00 per share, 12-month price objective. This equates to upside of +194% from the August 13 close. Shares of Premier American Uranium currently trade at a P/NAV of 0.21x.

Earlier this summer on June 5, Premier American Uranium and Nuclear Fuels Inc. jointly announced that they have entered into an arm’s length definitive agreement in which Premier has agreed to acquire all of the issued and outstanding common shares of Nuclear Fuels by way of court-approved plan of arrangement. Provided that the transaction closes on August 25, the combined company will rank as one of the largest from a pure-play US project standpoint (12 projects spanning the Four Corners States and Wyoming). The total portfolio (totaling over 104,000 acres) will be highlighted by various prospective exploration projects along with numerous projects with past uranium production. Just as importantly, the acquisition of Nuclear Fuels will add much needed size, scale and liquidity to Premier American. This will allow the company to stand out among a very fractured US exploration/development sector while also providing for a broader shareholder base and capital markets visibility. Given that both companies accounted for a combined 209,490 feet of drilling in FY/2024 (far exceeding its peer group), we expect plenty of news flow and catalysts for many of the projects, over the remainder of this year. With the merger overhang now largely removed, we maintain our C$3.00 per share target which equates to upside of +194% from the most recent close.

BUILDING CRITICAL MASS IN ALL THE BEST DOMESTIC URANIUM JURISDICTIONS

Since IPO on the TSXV in December 2023, management has been active with making transformational acquisitions and taking the role as consolidator. Following the acquisition of American Future Fuel (Cebolleta) in June 2024, the announced acquisition of Nuclear Fuels marks the latest transformational acquisition for Premier American. As evidenced by an exploration target estimated between 11.5M-30.0M lbs U3O8, Kaycee provides large scale exploration upside given historic and 2024 drilling on the property. Other uranium projects coming by way of Nuclear Fuels include Tensleep, Bobcat and Bootheel (all in Wyoming), Lisbon Valley in Utah and Moonshine, located in Arizona. The acquired portfolio fits well with the various projects currently in the Premier American portfolio, highlighted by the past producing Cebolleta flagship project located in New Mexico (18.6M lbs Indicated at 0.14% U3O8 and 3.9M lbs Inferred at 0.10% U3O8) and the Cyclone project located in Wyoming (exploration target between 7.9M-12.6M lbs U3O8). Cyclone (Great Divide Basin) is located approximately 150 miles from Kaycee, which lies in Wyoming’s Powder River Basin. These two Basins form two of the US’ most productive ISR areas.

The acquisition of Nuclear Fuels is being backed by current founding shareholders which include Sachem Cove Partners LLC, and IsoEnergy (ISO).

KAYCEE PROVIDES LARGE EXPLORATION UPSIDE POTENTIAL IN WYOMING

Historic exploration at the Kaycee Project, (3,800 drill holes drilled mostly in the late 1970s) has confirmed uranium mineralization over more than 1,000 vertical feet in all three historically productive sandstones within the Powder River Basin. This makes the Kaycee Project unique as the only project in the Powder River Basin where all three formations (Wasatch, Fort Union, and Lance), are known to be mineralized and potentially amenable to ISR extraction. The majority of the mineralized trends have yet to be explored with drilling concentrated only on approximately 10% of the trend. Nuclear Fuels management was very active on the exploration front last year - between July-December 2024, the company drilled 206 holes at Kaycee, totaling 124,720 feet. Over the last two years, 411 exploration drill holes were drilled totaling 225,260 feet.  Some more recent drilling highlights included 0.205% eU3O8 over 8.0ft for a GT of 1.640 at the Stirrup West Zone, 0.233% eU3O8 over 7.0ft for a GT of 1.631 at the Saddle Zone, and 0.117% eU3O8 over 5.0ft for a GT of 0.585 at the Spur Zone. Coupled with the 3,800 historic drill holes, a NI43-101 compliant Technical Report was published last year with a total exploration target on Kaycee estimated between 11.5M lbs U3O8 (0.061%) and 30.0M lbs U3O8 (0.10%). 

Strategically located in the Powder River Basin in north-east Wyoming, notable ISR projects located in close vicinity to Kaycee include Nichols Ranch and Hank (both, owned by Energy Fuels, UUUU), Irigaray and Christensen Ranch (both owned by Uranium Energy Corp, UEC), and North Butte (Cameco, CCJ).

TRANSACTION CLOSE EXPECTED ON AUGUST 25

The previously announced plan of arrangement was overwhelmingly approved by 95.08% of votes cast by Nuclear Fuels shareholders. With the vote out of the way, note that the plan of arrangement remains subject to receipt of final order of the Supreme Court of British Columbia, approval of the TSX Venture Exchange and certain other conditions which are customary in such transactions. The application for the final order of the Supreme Court of British Columbia is scheduled for August 18, 2025. Subject to satisfaction or waiver of these closing conditions, both Premier American and Nuclear Fuels are targeting to complete the Plan of Arrangement on ~August 25, 2025. The estimated post-transaction ownership will include Sachem Cove Partners LLC (23.2%), enCore Energy Corp. (9.5%), IsoEnergy Ltd. (5.4%) and Mega Uranium Ltd. (2.3%).

EXPECTED NEAR-TERM TIMELINE

• August 18, 2025: Final order of the Supreme Court of British Columbia

• August 25, 2025: Expected transaction close

• 2H/2025: Preliminary Economic Assessment (PEA) for Cebolleta

• 2H/2025: Drill results from current exploration at Kaycee

VALUATION

Though not like-for-like, strictly for benchmarking purposes, on an EV/lb basis, NF trades at a current $10.18 multiple, owing to the minimal 1.7M lb historic resource at Kaycee. When factoring the mid point of the current exploration target at Kaycee, the valuation multiple declines to $0.84.  This is considerably lower than most peers within the Four Corners or Wyoming region.

Factoring corporate adjustments and using a per lb valuation for both Cyclone and Cebolleta, we derive a C$4.86 per share mining valuation. Applying a 0.60x NAV multiple, we maintain our C$3.00 per share (rounded), 12-month price objective. This equates to upside of +194% from the most recent close on August 13. Shares of Premier American Uranium currently trade at a P/NAV of 0.21x.