19:20:26 EDT Sun 12 May 2024
Enter Symbol
or Name
USA
CA



Premier American Uranium Inc
Symbol PUR
Shares Issued 15,763,397
Close 2024-03-20 C$ 2.63
Market Cap C$ 41,457,734
Recent Sedar Documents

Premier American to acquire American Future Fuel

2024-03-20 09:12 ET - News Release

Also News Release (C-AMPS) American Future Fuel Corp

Mr. Tim Rotolo of Premier American Uranium reports

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 Inc. and American Future Fuel Corp. entered into an arm's-length definitive 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 by way of a court-approved plan of arrangement. American Future Fuel owns a 100-per-cent leasehold interest in the Cebolleta uranium 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.

Premier American Uranium has appointed Colin Healey as chief executive officer, effective immediately. Mr. Healey holds a master's degree in business administration and is a mechanical engineering technician with over 20 years of 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.

Under the terms of the arrangement, shareholders of American Future Fuel will receive 0.170 of a common share of Premier American Uranium for each American Future Fuel share held. Existing shareholders of Premier American Uranium and American Future Fuel will own approximately 64.2 per cent and 35.8 per cent (on a basic basis), respectively, of the pro forma outstanding Premier American Uranium shares on closing of the arrangement. The exchange ratio implies consideration of 50.7 cents per American Future Fuel share based on the closing price of Premier American Uranium shares on the TSX Venture Exchange on March 19, 2024. The exchange ratio implies a premium of 66.1 per cent to the closing price of the American Future Fuel shares on the Canadian Securities Exchange and a 57.3-per-cent premium to the 20-day volume-weighted average price (VWAP) of American Future Fuel shares on the CSE for the period ended March 19, 2024. The implied equity value of the combined company is estimated at approximately $129-million.

Strategic rationale for the acquisition:

  • Builds critical mass in the United States: Consistent with Premier American Uranium's opportunistic M&A (merger and acquisition) strategy, this arrangement positions the company in three of the top uranium districts in the United States, 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 $129-million and approximately $11-million in combined cash to finance 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:
    • Cebolleta has a historical inferred mineral resource estimate of 5.6 million tonnes at an average grade of 0.171 per cent U3O8 (triuranium octoxide) containing approximately 18.9 million pounds U3O8.
    • Past production of 3.8 million pounds U3O8 (1975 to 1990) produced from the JJ No. 1 and St. Anthony mines is adjacent to 100 million pounds U3O8 of historic production from the Grants mineral belt (fourth-largest uranium district in the world).
    • There are two target areas that host several shallow, semi-contiguous deposits.
    • There has been extensive historical exploration, including approximately 569,000 metres drilled in 3,594 holes ($75-million of historical expenditures).
    • The project comprises 6,700 acres of mineral rights and 5,700 acres of surface rights on private land, providing permitting advantages.
  • Provides significant exploration upside:
    • American Future Fuel's 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.
    • The historical inferred mineral resource estimate excludes known uranium mineralization from the St. Anthony area, which produced 1.6 million pounds 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.
    • Additionally, exploration potential has been identified in the Westwater Canyon member of the Morrison formation, approximately 100 metres beneath the current defined mineralized horizon, and is the principal host rock in the Grants mineral belt, which hosts greater than 300 million pounds of uranium resources, which remains unexplored at Cebolleta.

Mr. 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 [mergers and acquisitions]. 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."

Mr. Healey, chief executive officer 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 multipronged growth strategy that includes plans to unlock value within the current portfolio of uranium properties through exploration, resource delineation and development, systematically derisking the assets. In parallel, Premier American Uranium 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-per-cent premium to the 20-day VWAP of the American Future Fuel shares on the CSE for the period ended March 19, 2024.
  • Diversified exposure to top U.S. uranium districts: American Future Fuel shareholders will retain approximately 35.8-per-cent ownership in the company and mitigate single-asset risk by gaining exposure to Premier American Uranium's five projects in Colorado and Wyoming, including a past-producing mine.
  • Bolstered capital market profile: The company will have a market capitalization of over $129-million and approximately $11-million 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. American Future Fuel shareholders can expect to benefit from a disciplined and opportunistic M&A strategy, focused on building critical mass in the United States.

David Suda, chief executive officer 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 register. 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 (56 kilometres) 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 347 million pounds U3O8, or approximately 37 per cent of all uranium produced in the United States. American Future Fuel has a 100-per-cent leasehold interest in Cebolleta (6,700 acres of mineral rights and 5,700 acres of surface rights), which comprises 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 feet to 800 feet (60 metres to 240 metres) deep in the Jurassic Jackpile sandstone. These deposits were amenable to both surface and underground mining, which culminated from 1975 to 1981, when over 3.8 million pounds U3O8 was produced from the JJ No. 1 and St. Anthony mines.

The vast majority of known uranium mineralization still exists at Cebolleta -- namely from the Sohio area (mineralization in areas I to V) and the St. Anthony area (mineralization adjoining the St. Anthony open pits and the Willie P underground mine).

The Sohio area (Cebolleta area) of the project is host to a historical uranium inferred mineral resource (see attached table) according to a 2014 technical report commissioned by the previous owner, Uranium Resources Inc. 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 nor 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 modelled as the large amount of historical data for St. Anthony have not yet been synthesized into a database for resource modelling and estimation. The company believes the St. Anthony area mineralization represents exploration potential for the project.

Board of directors and management team

Upon completion of the arrangement, the Premier American Uranium board will comprise six directors, including: (i) the four directors currently on the Premier American Uranium board; and (ii) two directors to be mutually agreed upon by American Future Fuel and Premier American Uranium. Mr. Rotolo will continue to serve as the chairman of the Premier American Uranium board.

Upon completion of the arrangement, the senior management team is expected remain the same with Mr. Healey as chief executive officer and Greg Duras as chief financial officer. Mr. Suda, current CEO of American Future Fuel, is expected to join Premier American Uranium as president.

In connection with Mr. Healey's appointment, pursuant to Premier American Uranium's long-term incentive plan, Premier American Uranium has granted him options to purchase 300,000 Premier American Uranium shares and 100,000 restricted share units. The options are exercisable at a price of $2.98 per Premier American Uranium 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 Premier American Uranium 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 TSX-V.

Board of directors recommendations

The arrangement has been unanimously approved by the board of directors of American Future Fuel and the American Future Fuel board unanimously recommends that American Future Fuel shareholders vote in favour of the arrangement. Cairn Merchant Partners LP provided a fairness opinion to the American Future Fuel 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 Premier American Uranium board, with the exception of Mr. 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 66-2/3rds per cent of the votes cast by American Future Fuel shareholders; and (ii) if applicable, a simple majority of the votes cast by American Future Fuel 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 American Future Fuel shareholders to consider the arrangement. An information circular regarding the arrangement will be filed with regulatory authorities and mailed to American Future Fuel shareholders in accordance with applicable securities laws. The 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 per cent of the issued and outstanding American Future Fuel shares, has entered into a voting support agreement with Premier American Uranium and has agreed, among other things, to vote its American Future Fuel shares in favour of the arrangement.

In addition to shareholder and court approvals, closing of the arrangement is subject to applicable regulatory approvals, including, but not limited to, TSX-V 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-proposal provisions in favour of Premier American Uranium. In addition, the arrangement agreement provides that, under certain circumstances, Premier American Uranium would be entitled to a $1-million termination fee.

Following completion of the transaction, the Premier American Uranium shares will continue trading on the TSX-V and the American Future Fuel shares will be delisted 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.

Full details of the arrangement will also be included in the management information circular of American Future Fuel to be delivered to American Future Fuel shareholders in respect of the American Future Fuel meeting, which will be available under American Future Fuel's SEDAR+ profile.

Advisers and counsel

Cassels Brock & Blackwell LLP is acting as legal counsel and Red Cloud Securities Inc. is acting as financial adviser to Premier American Uranium in connection with the arrangement.

Farris LLP is acting as legal counsel and Cormark Securities Inc. is acting as financial adviser to American Future Fuel in connection with the arrangement. Cairn Merchant Partners has provided a fairness opinion to the American Future Fuel 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 Corp., Denver, Colo., an independent geological consultant to the company, who is a qualified person as defined in National Instrument 43-101.

About Premier American Uranium

Premier American Uranium is focused on the consolidation, exploration and development of uranium projects in the United States. One of Premier American Uranium's key strengths is the extensive landholdings 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, Premier American Uranium has work programs under way to advance its portfolio.

Backed by Sachem Cove Partners, IsoEnergy and additional institutional investors as well as an unparalleled team with U.S. uranium experience, Premier American Uranium'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 Corp.

American Future Fuel is a Canadian-based resource company focused on the strategic acquisition, exploration and development of alternative energy projects. The company holds a 100-per-cent interest in the Cebolleta uranium project, located in Cibola county, New Mexico, United States, and situated within the Grants mineral belt, a prolific mineral belt responsible for approximately 37 per cent of all uranium produced in the United States.

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