CSE: NUKE
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, March 3, 2026 /CNW/ - American Atomics Inc. (the "Company") (CSE: NUKE) (OTC: GNEMF) (FWB: Q3B) is pleased to announce, pursuant to its news releases from February 6, 2026, February 9, 2026, and February 20, 2026, that it has closed its previously announced upsized non-brokered private placement (the "Offering") of units of the Company (the "Units"). The total size of the Offering consists of 7,680,000 Units for aggregate gross proceeds of $1,920,000.
Each Unit consists of one common share in the capital of the Company (a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable to acquire an additional Share (a "Warrant Share") at a price of $0.35 per Warrant Share for a period ending 24 months after issuance.
David Mitchell CEO American Atomics stated "We are very pleased to have closed this upsized financing and for the strong market interest that it received. We look forward to now working to complete our definitive agreement with Big Indian in the days ahead and continuing to push forward with our plans for American Atomics".
Additionally, the Company announces that it has issued 322,000 Units to Terry Lynch (the "Creditor") in satisfaction of a debt conversion transaction whereby the Company converted an aggregate of $80,500 in outstanding debt obligations owing to the Creditor (the "Debt Settlement"). The Units issued to the Creditor under the Debt Settlement are on the same terms as the Units issued under the Offering.
The Company intends to use the net proceeds from the Offering to support a transaction with Big Indian Prospectors LLC, as announced on October 27, 2025, working capital, and general and administrative expenses. Units issued in the Offering and the Debt Settlement are subject to a four-month hold period in accordance with applicable securities laws, which will expire four months and one day from the date issuance.
In connection with the closing of the Offering, the Company paid certain eligible finders (each, a "Finder") aggregate cash commissions of $30,100, being equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by such Finder.
Certain directors of the Company (the "Insiders") subscribed for an aggregate of 330,000 Units for aggregate gross proceeds of $82,500 in the Offering. The Insiders' participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the valuation requirements and minority shareholder approvals in MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Insiders' participation in the Offering does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
Additionally, the participation of the Creditor in the Debt Settlement is a "related party transaction" within the meaning of MI 61-101, as the Creditor is a director of the Company. The Company is relying on the exemption from the valuation requirements and minority shareholder approvals in MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Debt Settlement does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On Behalf of the Board of American Atomics Inc.
"David Mitchell"
CEO & Director
About American Atomics Inc.
"From Rock to Reactor"
American Atomics intends to develop a vertically integrated uranium supply chain across North America -- from exploration and extraction to refinement, conversion, and enrichment.
https://ameratomics.com/
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, but are not limited to, statements related to the completion of the anticipated use of proceeds for the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.
SOURCE American Atomics Inc.
View original content: http://www.newswire.ca/en/releases/archive/March2026/03/c6199.html
David Mitchell, Chief Executive Officer, American Atomics Inc., david.mitchell@ameratomics.com