Premier American Uranium Inc. (TSXV:PUR) signed a definitive agreement to acquire American Future Fuel Corporation (OTCPK:AFFC.F) for approximately CAD 46 million on March 19, 2024. 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 CAD 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. The implied equity value of the combined company (the ?Company?) is estimated at approximately CAD 129 million.

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. 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. In addition to shareholder and court approvals, 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. 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. 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 Shareholders vote in favour of the Arrangement. In addition, the Arrangement Agreement provides that, under certain circumstances, Premier American Uranium would be entitled to a CAD 1 million termination fee. The Arrangement is expected to close in the second quarter of 2024, subject to satisfaction of the terms of the Arrangement Agreement.

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.