Mr. Colin Healey of Premier American Uranium reports

PREMIER AMERICAN URANIUM TO ACQUIRE NUCLEAR FUELS, CREATING ONE OF AMERICA'S LARGEST PURE-PLAY URANIUM EXPLORERS

Premier American Uranium Inc. and Nuclear Fuels Inc. have entered into an arm's length definitive agreement dated June 4, 2025, pursuant to which Premier American Uranium has agreed to acquire all of the issued and outstanding common shares of Nuclear Fuels by way of a court-approved plan of arrangement. Nuclear Fuels holds a 100-per-cent interest in the Kaycee uranium project, located in Wyoming's prolific Powder River basin. The Kaycee project spans a 35-mile trend of altered and mineralized sandstones, supported by over 4,200 drill holes and 430 miles of mapped roll fronts. In addition to Kaycee, Nuclear Fuels also holds five exploration-stage projects across key uranium districts in Wyoming, Utah and Arizona.

Under the terms of the arrangement, shareholders of Nuclear Fuels will receive 0.33 of a common share of Premier American Uranium for each Nuclear Fuels share held. Existing shareholders of Premier American Uranium and Nuclear Fuels will own approximately 59 per cent and 41 per cent (on a basic shares outstanding basis), respectively, of the pro forma outstanding Premier American Uranium shares on closing of the arrangement. The exchange ratio implies consideration of 43 cents per Nuclear Fuels share based on the 20-day volume-weighted average price (VWAP20) of Premier American Uranium shares on the TSX Venture Exchange on June 4, 2025. The transaction represents a premium of 54 per cent to the closing price of the Nuclear Fuels shares on the Canadian Securities Exchange and a 46-per-cent premium to the VWAP20 of Nuclear Fuels shares on the CSE for the period ending June 4, 2025. The implied equity value of the combined company is estimated at approximately $102-million.

Strategic rationale for the transaction:

• Establishes America's leading uranium explorer with a consolidated portfolio of 12 projects across key U.S. uranium districts, including estimated mineral resource of 18.6 million pounds U3O8 (triuranium octoxide) indicated and 4.9 million pounds U3O8 inferred at its Cebolleta project in New Mexico and exploration potential at several other projects in Wyoming, as indicated by the results of historical exploration drilling and recent National Instrument 43-101 technical reports: The combined project portfolio will span over 104,000 acres and includes projects from near-term development to early-stage exploration, supported by an extensive geological database that is expected to enable efficient resource conversion and targeted discovery potential. Additional assets in Colorado, Utah and Arizona provide further growth potential.
• Enhanced presence in Wyoming, where the company will have completed the most exploration drilling amongst Wyoming-focused in situ recovery (ISR) explorers in 2024: The transaction unites Premier American Uranium's Cyclone project in the Great Divide basin with Nuclear Fuels' Kaycee project in the Powder River basin -- two of Wyoming's most important productive ISR regions. In 2024, the companies completed an aggregate of 368 holes on their respective properties totalling 209,490 feet, representing one of the largest ISR drilling exploration programs in the United States. Both projects stand to benefit from shared technical expertise ahead of the 2025 drill season.
• Compelling catalysts to derisk development include a planned mineral resource update and PEA (preliminary economic assessment) for Cebolleta, expected to be completed in summer 2025, with potential expansion drilling to follow: Located in the prolific Grants mineral belt of New Mexico, which has produced over 347 million pounds U3O8, Cebolleta is strategically positioned for potential future development. In May, 2025, four Grants district uranium projects were added to the U.S. Federal FAST-41 permitting dashboard, underscoring the district's growing strategic significance.
• Backed by founding shareholders Sachem Cove Partners LLC and IsoEnergy Ltd., along with sector leaders EnCore Energy Corp. and Mega Uranium Ltd., the company will have strong strategic ownership, deep development expertise and a clear mandate for U.S. uranium consolidation: The estimated posttransaction ownership includes Sachem Cove Partners (23.2 per cent), EnCore Energy (9.5 per cent), IsoEnergy (5.4 per cent) and Mega Uranium (2.3 per cent).
• Fully financed for growth, with $14-million in cash, the company is expected to have financial flexibility to aggressively advance the combined portfolio and evaluate further M&A (merger and acquisition) opportunities.
• Stronger capital markets profile, with a more diversified shareholder base and enhanced market capitalization: The company is expected to have broader institutional, retail investor and ETF (exchange-traded fund) interest and increased visibility among research analysts.

Colin Healey, chief executive officer of Premier American Uranium, commented: "Premier American Uranium is proud to pursue this transaction to combine our assets with those of Nuclear Fuels. Kaycee is an exciting ISR prospect that, in combination with our own Cyclone project, is expected to position PUR as one of the most active uranium explorers in Wyoming. While we target resource growth in Wyoming, we will continue to advance our Cebolleta project in New Mexico along the development curve. This is the second major acquisition for Premier American Uranium within the last 12 months, and it adheres to our goal of growth during a time of pronounced optimism in the nuclear space. Finally, the joining of strengths and backers of the two companies is a notable merit to the deal, with IsoEnergy, EnCore Energy Corp., Mega and Sachem Cove all on the pro forma share register."

Greg Huffman, chief executive officer, president and a director of Nuclear Fuels, further added: "We believe this transaction offers numerous merits for NF shareholders. Primarily, we welcome the diversification and depth of the expanded asset portfolio across the key U.S. uranium jurisdictions, most notably a doubling down on exposure in Wyoming. An exploration focus is too rare amongst U.S. uranium miners, and the combined company will seek to fill that gap. Additionally, the strength of the combined shareholder registers and the increasingly important role of ETF ownership is expected to underpin the company's prospects going forward."

About the Kaycee project

Historic exploration at the Kaycee project, including over 3,800 drill holes, has confirmed uranium mineralization over more than 1,000 vertical feet in all three historically productive sandstones within the Powder River basin, making 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 not yet been well explored with drilling concentrated only on approximately 10 per cent of the trend.

In September, 2024, Nuclear Fuels released an NI 43-101 technical report for the Kaycee project entitled "NI 43-101 Technical Report, Kaycee Uranium Project, Johnson County, WY, USA," with an effective date of Dec. 31, 2023. The technical report, prepared by WWC Engineering, identified an exploration target of 9.6 million tonnes at an average grade of 0.060 per cent U3O8 to 14.8 million tonnes at an average grade of 0.101 per cent U3O8, supported by available historical data from previous operators and recent exploration conducted by Nuclear Fuels.

Nuclear Fuels acquired the Kaycee project from EnCore Energy in 2022 and has completed 411 exploration drill holes totalling 225,260 feet over the past two years. EnCore retains a buyback option to acquire a 51-per-cent interest in Kaycee by making a cash payment equal to 2.5 times the exploration expenditures incurred by Nuclear Fuels and carrying the Kaycee project through to commercial production (with 49 per cent of postexercise project expenditures recoverable from net proceeds of commercial production). This buyback option is exercisable by EnCore upon Nuclear Fuels establishing an NI 43-101-compliant estimate of measured and indicated mineral resources of greater than 15 million pounds U3O8 or 20 million pounds U3O8 measured and indicated plus inferred resources, so long as total measured and indicated resources is at least 10 million pounds U3O8.

Transaction details

Pursuant to the terms of the arrangement agreement, all of the issued and outstanding Nuclear Fuels shares will be exchanged for Premier American Uranium shares based on the exchange ratio. Outstanding and unexercised warrants and stock options to purchase Nuclear Fuels shares will additionally be adjusted in accordance with their terms based on the exchange ratio.

The arrangement agreement includes standard deal protections, including non-solicitation and fiduciary-out provisions with respect to Nuclear Fuels and a right-to-match in favour of Premier American Uranium, as well as certain representations, covenants and conditions that are customary for a transaction of this nature and a termination fee of $2-million payable to Premier American Uranium in certain circumstances.

The transaction will be effected by way of a plan of arrangement completed under the Business Corporations Act (British Columbia). The transaction will require approval by at least 66-2/3rds per cent of the votes cast by Nuclear Fuels shareholders and, if required by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, a simple majority of the votes cast by Nuclear Fuels shareholders excluding certain interested or related parties, in each case by shareholders present in person or represented by proxy at a special meeting of Nuclear Fuels shareholders to be called in connection with the transaction.

The Nuclear Fuels special meeting is expected to be held in the third quarter of 2025. An information circular detailing the terms and conditions of the transaction will be mailed to the Nuclear Fuels shareholders in connection with the Nuclear Fuels special meeting. All Nuclear Fuels shareholders are urged to read the information circular once available as it will contain important additional information concerning the transaction.

Closing of the transaction is subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, court and stock exchange approval. Closing of the transaction is anticipated to occur in the third quarter of 2025.

Management and board of directors

On closing of the transaction, the company's board of directors is expected to comprise up to five members from the current directors or management of Premier American Uranium and two nominees from the current directors or management of Nuclear Fuels. The company will be managed by the current executive team of Premier American Uranium, led by Mr. Healey as CEO.

Nuclear Fuels special committee and fairness opinion

Nuclear Fuels established a special committee of its board of directors to review the transaction. The special committee engaged Evans & Evans Inc. to provide a fairness opinion with respect to the transaction.

The fairness opinion provided by Evans & Evans confirmed that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Nuclear Fuels shareholders pursuant to the transaction is fair, from a financial point of view, to Nuclear Fuels shareholders.

The special committee unanimously recommended that the board of directors of Nuclear Fuels approves the arrangement and that Nuclear Fuels shareholders vote in favour of the transaction at the Nuclear Fuels special meeting.

Board recommendations and voting support

The arrangement has been unanimously approved by the boards of directors of both Premier American Uranium and Nuclear Fuels, and Nuclear Fuels' board unanimously recommends that its shareholders vote in favour of the transaction.

Each of the officers and directors of Nuclear Fuels, along with EnCore Energy, holding collectively 21.19 per cent of the outstanding Nuclear Fuels shares, have entered into customary voting support agreements with Premier American Uranium, pursuant to which they have agreed, among other things, to vote their Nuclear Fuels shares in favour of the transaction.

Haywood Securities Inc. has provided a fairness opinion to the board of directors of Premier American Uranium to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be paid by Premier American Uranium pursuant to the transaction is fair, from a financial point of view, to Premier American Uranium.

Canaccord Genuity Corp. has provided a fairness opinion to the board of directors of Nuclear Fuels, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be received by Nuclear Fuels shareholders pursuant to the transaction is fair, from a financial point of view, to Nuclear Fuels shareholders.

Advisers and counsel

Haywood Securities is acting as financial adviser to Premier American Uranium. Cassels Brock & Blackwell LLP is acting as legal counsel to Premier American Uranium. Canaccord Genuity is acting as financial adviser to Nuclear Fuels. Morton Law LLP is acting as legal counsel to Nuclear Fuels.

Qualified persons

The scientific and technical information contained in this news release has been prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and reviewed and approved on behalf of Premier American Uranium by Dean T. Wilton, PG, CPG, MAIG, and on behalf of Nuclear Fuels by Mark Travis, CPG, each of whom is a consultant and contractor of Premier American Uranium and Nuclear Fuels, respectively, and each a qualified person as defined by NI 43-101.

For additional information regarding Premier American Uranium's Cebolleta project, including the current mineral resource estimate, please refer to the technical report entitled "The Cebolleta Uranium Project Cibola County, New Mexico, USA," with an effective date of April 30, 2024, prepared by SLR International Corp., available under Premier American Uranium's profile on SEDAR+.

For additional information regarding Premier American Uranium's Cyclone project, including the exploration target, please refer to the technical report entitled "Technical Report on the Cyclone Rim Uranium Project, Great Divide Basin, Wyoming, USA," with an effective date of June 30, 2023, prepared by Douglas L. Beahm, PE, PG, available under Premier American Uranium's profile on SEDAR+.

For additional information regarding Nuclear Fuels' Kaycee project, including the exploration target, please refer to the technical report entitled "NI 43-101 Technical Report, Kaycee Uranium Project, Johnson County, WY, USA," with an effective date of Dec. 31, 2023, prepared by WWC Engineering, available under Nuclear Fuels's profile on SEDAR+.

About Premier American Uranium Inc.

Premier American Uranium is focused on the consolidation, exploration and development of uranium projects in the United States, aiming to strengthen domestic energy security and support the transition to clean energy. One of Premier's key strengths is the extensive landholdings 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 current resources and defined resource exploration targets, Premier American Uranium is actively advancing its portfolio through work programs. Premier American Uranium benefits from strong partnerships, with backing from Sachem Cove Partners, IsoEnergy, Mega Uranium and other institutional investors. The company's distinguished team has extensive experience in uranium exploration, development, permitting and operations as well as uranium-focused mergers and acquisitions, positioning Premier American Uranium as a key player in advancing the U.S. uranium sector.

About Nuclear Fuels Inc.

Nuclear Fuels is a uranium exploration company advancing early-stage, district-scale ISR amenable uranium projects toward production in the United States. 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. Currently planning its 2025 drill program following successful 2023 and 2024 drilling, the company 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, 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 a 51-per-cent ownership in the flagship Kaycee project in Wyoming's prolific Powder River basin.

We seek Safe Harbor.