Premier American Uranium Bolsters Its Leadership in the Industry with the Acquisition of American Future Fuel and Welcomes Renowned Uranium Expert Colin Healey as CEO
Premier American Uranium Bolsters Its Leadership in the Industry with the
Acquisition of American Future Fuel and Welcomes Renowned Uranium Expert
Colin Healey as CEO
Toronto, ON, March 20, 2024 – Premier American Uranium Inc. (“PUR” or “Premier American Uranium”)
(TSXV: PUR) and American Future Fuel Corporation (“ AMPS” or “American Future Fuel ”) (CSE: AMPS,
OTCQB: AFFCF, FWB: K14, WKN: A3DQFB) are pleased to announce that they have entered into an arm’s
length definitive agreement (the “ Arrangement Agreement”) on March 19 , 2024 , pursuant to which
Premier American Uranium will acquire all of the issued and outstanding common shares of American
Future Fuel (the “AMPS Shares”) by way of a court-approved plan of arrangement (the “Arrangement” or
the “ Acquisition”). American Future Fuel owns a 100% lease-hold interest in the Cebolleta Uranium
Project (“ Cebolleta” or the “ Project”) located within the Grants Mineral Belt of New Mexico , United
States, an area that is host to one of the largest concentrations of sandstone-hosted uranium in the world
and is the fourth largest uranium district in the world.
PUR is also pleased to announce the appointment of Colin Healey as Chief Executive Officer, effective
immediately. Colin holds a Masters Degree in Business Administration and is a Mechanical Engineering
Technician with over 20 years experience, the majority of which was spent as a mining research analyst
at a recognized Canadian broker dealer covering uranium and other commodities. Tim Rotolo is now
Chairman of the Board of Directors (the “PUR Board”).
Under the terms of the Arrangement, shareholders of American Future Fuel (“AMPS Shareholders”) will
receive 0.170 of a common share of Premier American Uranium (each whole share, a “ PUR Share”) for
each AMPS Share held (the “ Exchange Ratio”). Existing shareholders of Premier American Uranium and
American Future Fuel will own approximately 64.2% and 35.8% (on a basic basis), respectively, of the pro
forma outstanding PUR Shares on closing of the Arrangement. The Exchange Ratio implies consideration
of C$0.507 per AMPS Share based on the closing price of PUR Shares on the TSX Venture Exchange (the
“TSXV”) on March 19, 2024. The Exchange Ratio implies a premium of 66.1% to the closing price of the
AMPS Shares on the Canadian Securities Exchange (the “CSE”) and a 57.3% premium to the 20-day volume
weighted average price (VWAP) of AMPS Shares on the CSE for the period ending March 19, 2024 1. The
implied equity value of the combined company (the “ Company”) is estimated at approximately C$129
million2.
To view a summary of today’s news release delivered by Tim Rotolo, Chairman of PUR , Colin Healey,
CEO of PUR and David Suda, CEO of AMPS, click here.
1 Premium is calculated using the 20-day VWAP of PUR Shares and AMPS Shares over all Canadian exchanges for the period ending
March 19, 2024.
2 Calculated using the closing share price of PUR Shares on the TSXV on March 19, 2024 and the pro forma basic shares outstanding of
the combined company.
Strategic Rationale for the Acquisition
• Builds Critical Mass in the U.S.: Consistent with PUR’s opportunistic M&A strategy, th is
Arrangement positions the Company in three of the top uranium districts in the U.S. , including
the Grants Mineral Belt in New Mexico, the Great Divide Basin of Wyoming, and the Uravan
Mineral Belt of Colorado, while adding past production on private land to the portfolio.
• Enhances Capital Markets Profile and Shareholder Base: The pro forma Company is expected to
have a market capitalization of over ~C$129 million and ~C$11 million3 in combined cash to fund
exploration, allowing increased access to capital and trading liquidity. Additionally, the Company
is expected to have a suite of uranium corporate and institutional investors including, Sachem
Cove Partners, IsoEnergy Ltd., Mega Uranium Ltd., and enCore Energy Corp.
• Adds an Advanced Project in a Top Uranium District:
o Cebolleta has a historical inferred mineral resource estimate of 5.6Mt at an average grade
of 0.171% U3O8 containing approximately 18.9M lbs U3O84;
o Past production of 3.8M lbs U 3O8 (1975-1990)5 produced from the JJ#1 and St. Anthony
Mines is adjacent to 100M lbs U 3O8 of historic production from the Grants Mineral Belt
(4th largest uranium district in the world)6;
o Two target areas that host several shallow, semi-contiguous deposits;
o Extensive historical exploration including approximately 569,000m drilled in 3,594 holes
($75 million of historical expenditures); and
o 6,700 acres of mineral rights, and 5,700 acres of surface rights on private land, providing
permitting advantages.
• Provides Significant Exploration Upside:
o AMPS’ 2023 drill program confirmed reliability of historical data, which may support the
preparation of a current compliant resource estimate, which is expected to be completed
in the near term;
o The historical inferred mineral resource estimate excludes known uranium mineralization
from the St. Anthony area, which produced 1.6M lbs U3O8 (1975 to 1980) and hosts two
deposits that could potentially connect to the area that hosts the historical Cebolleta
historical inferred mineral resource estimate; and
o Additionally, exploration potential has been identified in the Westwater Canyon Member
of the Morrison Formation, approximately 100m beneath the current defined mineralized
3 Based on public disclosure as of September 30 2023, adjusted for the December 2023 private placement for gross proceeds of C$3.45M.
4 This estimate is considered to be a “historical estimate” under National Instrument 43 -101 – Standards of Disclosure for Mineral Projects (“NI
43-101”) and is not considered by American Future Fuel or Premier American Uranium to be current. See “ NI 43 -101 Technical Report on
Resources Cebolleta Uranium Project, Cibola County, New Mexico, USA” with an effective date of date of March 24, 2014. The historical Cebolleta
mineral resource estimate presented herein use the appropriate mineral resource categories and modern statistical techniques as per CIM
Definition Standards on Mineral Resources & Reserves (2014), however, a Qualified Person (QP) does not have enough information to verify the
resource estimate as a current mineral resource, as per the CIM Estimation of Mineral Resources & Mineral Reserves Best Pract ices Guidelines
(2019), therefore the estimate is considered historical in nature. The historical resource estimation discussed is relevant in that it was prepared
and calculated by reputable companies that were intimately familiar with, and knowledgeable about, the property and the geology and resource
potential of the Project. The historical resource does provide an indication of the extent of mineralization identified by previous operators at the
Project. A QP has not done sufficient work to classify the historical estimate as a current mineral resource, therefore, the historical estimat e is
not being treated as a current resource.
5 NI 43-101 Technical Report on Resources Cebolleta Uranium Project Cibola County, New Mexico, USA – effective date March 24, 2014.
6 The Jackpile-Paguate Uranium Mine, Grants Uranium District: Changes in perspectives from production to superfund site Virginia T. McLemore,
Bonnie A. Frey, Ellane El Hayek, Eshani Hettiarachchi, Reid Brown, Olivia Chavez, Shaylene Paul, and Milton Das.
horizon, and is the principal host rock in the Grants Mineral Belt, which hosts +300M lbs
of uranium resources, which remains unexplored at Cebolleta7.
Tim Rotolo, Chairman of Premier American Uranium commented, "The announcement made today marks
a significant leap in our journey to strengthen our foothold in the U.S. uranium market through
opportunistic and strategic M&A. By acquiring a key project, we're not just enriching our portfolio; we're
also setting our roots in three principal uranium regions, paving the way for rapid growth. Additionally, I
am excited to introduce Colin as the newest member of our team. His profound knowledge of the uranium
industry, together with our unparalleled technical skills, places us in an advantageous position in what is
arguably the most promising uranium territory in the United States.”
Colin Healey, CEO of Premier American Uranium commented, “ I am extremely excited to be joining
Premier American Uranium at a time when uranium sector fundamentals are the strongest I have
witnessed in my career and poised to accelerate, backed by a global push toward net -zero
emissions. ‘Company building’ is a foundational part of Premier American Uranium’s DNA and I look
forward to working with this incredibly talented and experienced team to continue to shape that legacy,
executing on a multi -pronged growth strategy that includes plans to unlock value within th e current
portfolio of uranium properties through exploration, resource delineation and development,
systematically de-risking the assets. In parallel, PUR will continue to leverage its deep knowledge of the
premium uranium districts of the United States and plans to accretively expand our project pipeline
through acquisition. Today’s transaction represents a significant step in our asset building strategy,
targeting sizable historic inferred resources on past-producing land in New Mexico’s Grants Mineral Belt,
which has a prolific history of uranium production.”
Benefits to American Future Fuel Shareholders
• Significant and Immediate Premium: The Exchange Ratio represents a 57.3% premium to the 20-
day VWAP of the AMPS Shares on the CSE for the period ended March 19, 20248.
• Diversified Exposure to Top U.S. Uranium Districts: AMPS Shareholders will retain approximately
35.8% ownership in the C ompany and mitigate single asset risk by gaining exposure to Premier
American Uranium’s five projects in Colorado and Wyoming , which includes a past -producing
mine.
• Bolstered Capital Markets Profile: The Company will have a market capitalization of over C$129
million and approximately C$11 million2 in cash, an enhanced ability to raise capital, increased
trading liquidity, a broader shareholder base and sell-side research coverage.
• Aligning with a Team and Strategy with Proven Results : Premier American Uranium has
unparalleled U.S. uranium exploration, development, permitting and operating experience, along
with corporate finance and M&A expertise with proven results. AMPS Shareholders can expect to
benefit from a disciplined and opportunistic M&A strategy, focused on building critical mass in
the U.S.
7 Uranium resources in the Grants uranium district, New Mexico: An update Virginia T. McLemore, Brad Hill, Niranjan Khalsa, and Susan A. Lucas
Kamat 2013.
8 Premium is calculated using the 20-day VWAP of PUR Shares and AMPS Shares over all Canadian exchanges for the period ending
March 19, 2024.
David Suda, CEO of American Future Fuel commented, “We are thrilled to announce this transaction with
Premier American Uranium, presenting our shareholders with an unparalleled opportunity to join forces
with a dynamic company with a proven growth strategy. This Arrangement provides an immediate
premium, and tangible benefits, including diversifying our exposure to multiple assets across three of the
top uranium districts in the U.S., removing our single asset risk and enhancing our profile with a strong
network of corporate and institutional investors, which will complement our existing regist er. The
seasoned team driving PUR brings with it a wealth of expertise garnered over decades in the uranium
sector, and as President, upon completion of the Arrangement, I look forward working alongside them to
drive the narrative forward and spearhead Cebolleta's imminent advancement."
About the Cebolleta Project
Cebolleta is an advanced uranium exploration project located in Cibola County, New Mexico. The Project
is approximately 35 miles (56km) west of Albuquerque and lies within the prolific Grants Mineral Belt, one
of the largest concentrations of sandstone-hosted uranium deposits in the world. The Grants Mineral Belt
has historically produced 347M lbs U3O8, or ~37% of all uranium produced in the United States.6 American
Future Fuel has a 100% lease -hold interest in Cebolleta (6,700 acres mineral rights, 5,700 acres surface
rights), which is comprised of multiple known uranium deposits and several previously operating uranium
mines.
Cebolleta has been subject to extensive exploration and development from the 1950s through the
1980s. Past efforts revealed several significant sandstone-hosted uranium deposits ranging from 200 to
800ft (60-240m) deep in the Jurassic Jackpile Sandstone. These deposits were amenable to both surface
and underground mining, which culminated from 1975-1981 when over 3.8M lbs U3O8 was produced from
the JJ#1 and St. Anthony Mines4.
The vast majority of known uranium mineralization still exists at Cebolleta – namely from the Sohio Area
(mineralization in Areas I-V) and the St. Anthony Area (mineralization adjoining the St. Anthony open pits
and the Willie P underground mine) (Figure 1).
Figure 1: Known Uranium Deposits at the Cebolleta Project.
The Sohio Area (Cebolleta Area) of the Project is host to a historical uranium Inferred Mineral Resource
(Table 1) according to a 2014 Technical Report commissioned by the previous owner, Uranium Resources,
Inc.4 The reliability of the historical estimate is considered reasonable, but a Qualified Person has not done
sufficient work to classify the historical estimate as a current Mineral Resource and neither American
Future Fuel n or Premier American Uranium is treating the historical estimate as a current Mineral
Resource. The St. Anthony deposits, in and adjoining the St. Anthony open pits, have not been modeled,
as the large amount of historical data for St. Anthony has not yet been synthesized into a database for
resource modeling and estimation. The Company believes the St. Anthony Area mineralization represents
exploration potential for the Project (Figure 2).
Table 1: Cebolleta Area Historical (2014) Inferred Resource Estimate
Area Cut-Off
(% eU3o8)
Tons
(000s)
Grade
(% eU3o8)
Contained
(000s lbs U3o8)
Area I-II-IV 0.08 4,564 0.173 15,748
Area III 0.08 998 0.162 3,232
Total 0.08 5,562 0.171 18,980
Notes:
1. Technical report prepared for Uranium Resources, Inc. entitled “NI 43 -101 Technical Report on Resources Cebolleta
Uranium Project Cibola County, New Mexico, USA.” By A.V. Moran and F. Daviess with an effective date of March 24,
2014.
2. The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been
insufficient exploration to verify these Inferred resources as an Indicated or Measured mineral resource and it is
uncertain if further exploration will result in upgrading them to an Indicated or Measured mineral resource category;
3. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty
that all or any part of the Mineral Resources estimated will be converted into Mineral Reserves;
4. Mineral Resources are reported in accordance with Canadian Securities Administrators (CSA) National Instrument 43 -
101 (NI 43- 101) and have been estimated in conformity with generally accepted Canadian Institute of Mining,
Metallurgy and Petroleum (CIM) "Estimation of Mineral Resource and Mineral Reserves Best Practices" guidelines;
5. Resources are stated at a 0.08% eU3O8 cut-off grade; sufficient to define potentially underground mineable resources;
however mineable underground shapes have not yet been defined;
6. The lower cut-off was ascertained using a uranium price of US$50.00/lb, at the current Term Price, underground mining
costs at US$60/ton, and milling plus G&A costs at US$16.50/ton;
7. A tonnage factor of 16.0 cubic ft per ton was used for all tonnage calculations;
8. Mineral resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers
may not add due to rounding;
9. Resources are reported on a 100% basis for URRE controlled lands, as in -situ resources without reference to potential
mineability except for the referenced cut-off grade; and
10. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation,
sociopolitical, marketing, or other relevant issues, although the Company is not aware of any such issues.
Figure 2: Cebolleta and St. Anthony Areas showing historical drilling. Only the Cebolleta area is
included in the historical inferred mineral resource estimate, providing near-term exploration
potential on the Project.
Board of Directors and Management Team
Upon completion of the Arrangement, the PUR Board will be comprised of six directors including (i) the
four directors currently on the PUR Board, and (ii) two directors to be mutually agreed upon by American
Future Fuel and Premier American Uranium. Tim Rotolo will continue to serve as the Chairman of the PUR
Board.
Upon completion of the Arrangement, the senior management team is expected remain the same with
Colin Healey as Chief Executive Officer, and Greg Duras as Chief Financial Officer. David Suda, current CEO
of AMPS is expected to join PUR as President.
In connection with Mr. Healey’s appointment, pursuant to PUR’s long term incentive plan, Premier
American Uranium has granted him options to purchase 300,000 PUR Shares and 100,000 restricted share
units. The options are exercisable at a price of $2.98 per PUR Share for a period of five years and vest as
follows: one-third vesting immediately, one-third vesting after six months and one-third vesting after one
year. The restricted share units, each of which entitles the holder to receive one PUR Share, vest as
follows: one-third vesting after one year, one -third vesting after two years and one -third vesting after
three years. The options and restricted share units are subject to approval of the TSXV.
Board of Directors’ Recommendations
The Arrangement has been unanimously approved by the Board of Directors of American Future Fuel (the
“AMPS Board”) and the AMPS Board unanimously recommends that AMPS S hareholders vote in favour
of the Arrangement. Cairn Merchant Partners LP (“Cairn”) provided a fairness opinion to the AMPS Board,
stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations
and qualifications stated in its opinion, the consideration to be received by the American Future Fuel
shareholders (other than Sachem Cove) pursuant to the Arrangement is fair, from a financial point of view,
to the American Future Fuel shareholders (other than Sachem Cove).
The Arrangement has also been unanimously approved by the PUR Board, with the exception of Tim
Rotolo who did not vote with respect to the Arrangement.
Material Conditions to Completion of the Transaction
The Arrangement will be effected by way of a court -approved plan of arrangement under the Business
Corporations Act (British Columbia), requiring the approval of (i) at least 662/3% of the votes cast by AMPS
Shareholders, and (ii) if applicable, a simple majority of the votes cast by AMPS Shareholders, excluding
certain related parties as prescribed by Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions , voting in person or represented by proxy at a special meeting of AMPS
Shareholders to consider the Arrangement (the “AMPS Meeting”). An information circular regarding the
Arrangement will be filed with regulatory authorities and mailed to AMPS Shareholders in accordance
with applicable securities laws. T he Arrangement is expected to be completed in the second quarter of
2024, subject to satisfaction of the conditions under the Arrangement Agreement.
Each of the directors and executive officers of American Future Fuel, along with certain key shareholders,
including Sachem Cove Partners , representing an aggregate of approximately 6.54% of the issued and
outstanding AMPS Shares, have entered into voting support agreements with Premier American Uranium
and have agreed, among other things, to vote their AMPS Shares in favour of the Arrangement.
In addition to shareholder and court approval s, closing of the Arrangement is subject to applicable
regulatory approvals including, but not limited to, TSXV approval and the satisfaction of certain other
closing conditions customary in transactions of this nature.
The Arrangement Agreement customary representations and warranties for a transaction of this nature
as well as customary interim period covenants regarding the operation of American Future Fuel and
Premier American Uranium’s respective businesses. The Arrangement Agreement also provides for
customary deal protection provisions, including non -solicitation covenants of American Future Fuel,
“fiduciary out” provisions in favour of American Future Fuel and “right -to-match superior proposals”
provisions in favou r of Premier American Uranium . In addition, the Arrangement Agreement provides
that, under certain circumstances, Premier American Uranium would be entitled to a C$ 1 million
termination fee.
Following completion of the Transaction, the PUR Shares will continue trading on the TSXV and the AMPS
Shares will be de-listed from the CSE.
Premier American Uranium and American Future Fuel will file material change reports in respect of the
Arrangement in compliance with Canadian securities laws, as well as copies of the Arrangement
Agreement and the voting support agreements, which will be available under Premier American
Uranium’s and American Future Fuel’s respective SEDAR+ profiles at www.sedarplus.ca.
Full details of the Arrangement will also be included in the management information circular of American
Future Fuel to be delivered to AMPS Shareholders in respect of the AMPS Meeting, which will be available
under American Future Fuel’s SEDAR+ profile.
Advisors and Counsel
Cassels Brock & Blackwell LLP is acting as legal counsel and Red Cloud Securities Inc. is acting as financial
advisor to Premier American Uranium in connection with the Arrangement.
Farris LLP is acting as legal counsel and Cormark Securities Inc. is acting as financial advisor to American
Future Fuel in connection with the Arrangement . Cairn Merchant Partners LP has provided a fairness
opinion to the AMPS Board.
Technical Disclosure and Qualified Person
The scientific and technical information contained in this news release was reviewed and approved on
behalf of American Future Fuel by Mark Mathisen, CPG, SLR International Corporation, Denver, CO, an
independent geological consultant to the company, who is a “Qualified Person” as defined in NI 43-101.
About Premier American Uranium
Premier 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 two prominent
uranium-producing regions in the United States: 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 and additional institutional investors, and an unparalleled
team with U.S. uranium experience, PUR’s entry into the market comes at a well -timed opportunity, as
uranium fundamentals are currently the strongest they have been in a decade.
About American Future Fuel
American Future Fuel Corporation is a Canadian -based resource company focused on the strategic
acquisition, exploration and development of alternative energy projects. The Company holds a 100%
interest in the Cebolleta Uranium Project, located in Cibola County, New Mexico, USA, and situated within
the Grants Mineral Belt, a prolific mineral belt responsible for approximately 37% of all uranium produced
in the United States of America.