Nuclear Fuels Announces Final Court Approval of Arrangement with Premier American Uranium

CSE: NF
OTCQX: NFUNF

VANCOUVER, BC, Aug. 19, 2025 — Nuclear Fuels Inc. (“Nuclear Fuels” or the “Company”) (CSE: NF) (OTCQX: NFUNF) is pleased to announce an update on the statutory plan of arrangement (the “Plan of Arrangement”) involving Nuclear Fuels and Premier American Uranium Inc. (“PUR” or “Premier American Uranium”) (TSXV: PUR) (OTCQB: PAUIF). Further to the Company and PUR’s joint news release on August 13, 2025, the Supreme Court of British Columbia issued its final order approving the Arrangement on August 18, 2025.

Completion of the Arrangement remains subject to the approval of the TSX Venture Exchange and certain other closing conditions customary in transactions of this nature. Subject to satisfaction or waiver of these closing conditions, the parties are targeting to complete the Plan of Arrangement on or about August 25, 2025.

Upon closing of the Arrangement, PUR will acquire all of the issued and outstanding common shares of Nuclear Fuels. Following completion of the Plan of Arrangement, the shares of PUR will continue trading on the TSX Venture Exchange and the shares of the Company will be de‑listed from the Canadian Securities Exchange and will not be made available for trading on the TSX Venture Exchange.

In connection with the Plan of Arrangement, the Company engaged Canaccord Genuity Corp. (“Canaccord”) as financial advisor to the Company’s board of directors (the “Board”) to assist the Board in evaluating the Plan of Arrangement. As consideration for the financial advisory services provided by Canaccord, the Company will issue 648,414 common shares to Canaccord at a deemed price of $0.347 per share.

About Nuclear Fuels Inc.

Nuclear Fuels Inc. is a uranium exploration company advancing early stage, district‑scale ISR‑amenable uranium projects towards production in the U.S. Leveraging extensive proprietary historical databases and deep industry expertise, Nuclear Fuels is well positioned in a sector poised for significant and sustained growth on the back of strong government support. Nuclear Fuels has consolidated the Kaycee district under single‑company control for the first time since the early 1980s. The Company is planning its 2025 drill program following successful 2023 and 2024 drilling and aims to expand on historic resources across a 35‑mile trend with over 430 miles of mapped roll‑fronts defined by 3,800 drill holes. The Company’s strategic relationship with enCore Energy Corp., America’s Clean Energy Company™, offers a mutually beneficial pathway to production, with enCore owning an equity interest and retaining the right to back‑in to 51% ownership in the flagship Kaycee Project in Wyoming’s Powder River Basin.

For more information: www.nfuranium.com

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

None of the securities to be issued pursuant to 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 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 release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Cautionary Statements

This release contains “forward‑looking information” within the meaning of applicable Canadian securities legislation. “Forward‑looking information” includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future including, but not limited to, the issuance of the common shares to Canaccord, the timing and outcome of the Plan of Arrangement and the timing and outcome or satisfaction of any closing conditions of the Plan of Arrangement. Forward‑looking information is based on numerous assumptions, including assumptions regarding PUR following the closing of the Plan of Arrangement, receipt of required regulatory and stock exchange approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to closing. Although the assumptions made by management in providing forward‑looking information are considered reasonable at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward‑looking information involves known and unknown risks, uncertainties and other factors which may cause actual events or results to differ materially from those projected in the forward‑looking information. These include, among others: the failure to obtain regulatory or stock exchange approvals, material adverse changes in the timing or terms of completion of the Plan of Arrangement, inability to satisfy or waive all conditions to closing as set out in the arrangement agreement, and failure to complete the Plan of Arrangement. Readers should not place undue reliance on forward‑looking statements. The Company undertakes no obligation to update forward‑looking information except as required by applicable law.

SOURCE: Nuclear Fuels Inc.