Mr. Colin Healey reports
PREMIER AMERICAN URANIUM COMPLETES US$5 MILLION STRATEGIC EQUITY INVESTMENT BY DISA URANIUM; ISOENERGY INCREASES ITS STRATEGIC HOLDING
Premier American Uranium Inc. (PUR) has closed its previously announced strategic equity investment by DISA Uranium Corp., pursuant to which Premier American Uranium issued 9,326,000 subscription receipts to DISA Uranium at 75 Canadian cents per subscription receipt for aggregate proceeds of $5-million (U.S.) ($6,994,500 (Canadian)). Upon conversion of the subscription receipts, DISA Uranium is expected to hold an approximately 8.88-per-cent ownership interest in Premier American Uranium. The offering price represents a 41.5-per-cent premium to the closing price of Premier American Uranium's common shares on Sept. 14, 2026, the last trading day prior to the announcement of the equity investment.
The company is also pleased to announce that IsoEnergy Ltd., a founding and strategic shareholder of Premier American Uranium, has agreed to acquire the position held by Sachem Cove Opportunity Fund LP, comprising 13,642,775 Premier American Uranium shares. As consideration, IsoEnergy issued 387,491 of its common shares to Sachem Cove. Following completion of the IsoEnergy acquisition, IsoEnergy will hold 21,136,376 Premier American Uranium shares, representing approximately 22.1 per cent of the outstanding Premier American Uranium shares on a non-diluted basis and warrants to acquire an additional 3,060,127 Premier American Uranium shares. Following completion of the IsoEnergy acquisition, Sachem Cove will no longer hold any securities of Premier American Uranium. Premier American Uranium did not issue any securities or receive any proceeds in connection with this transaction.
Colin Healey, chief executive officer of Premier American Uranium, commented: "We appreciate the continued confidence and support of DISA Uranium and IsoEnergy. DISA Uranium's $5-million (U.S.) strategic investment, priced at a 41.5-per-cent premium to PUR's closing share price immediately before its announcement, alongside IsoEnergy's increased ownership, represents a strong endorsement of our assets, team and strategy. Their support strengthens our position as we advance our U.S. uranium development and ISR exploration portfolio."
Mr. Healey continued: "We also thank Sachem Cove for its instrumental role in establishing PUR and building the foundation we have today. Its original vision was to build a meaningful U.S. uranium platform and attract strategic partners to support its growth. The transfer of its position to IsoEnergy is consistent with Sachem Cove's broader macro-focused investment approach, while strengthening the commitment of a founding strategic shareholder as PUR enters its next phase of growth."
DISA Uranium strategic equity investment
Each subscription receipt entitles DISA Uranium to automatically receive, upon satisfaction or waiver, as applicable, of certain escrow release conditions, one Premier American Uranium share.
The escrow release conditions include the satisfaction of all conditions precedent to the completion of the previously announced transaction pursuant to which the company has agreed to sell all of its rights, title and interest in and to the Outlaw Mesa, Atkinson Mesa, Monogram Mesa and Slick Rock projects, located in Colorado, to DISA Uranium. The proceeds of the equity investment are being held in escrow and will not be released to Premier American Uranium until the escrow release conditions are satisfied or waived, as applicable. If the escrow release conditions have not been satisfied or waived, as applicable, on or prior to June 13, 2027, the aggregate offering price of the subscription receipts (plus any interest earned thereon) will be returned to DISA Uranium, and the subscription receipts will be automatically cancelled and be of no further force and effect.
Following the satisfaction or waiver, as applicable, of the escrow release conditions, the proceeds of the equity investment are expected to be used by the company to finance proposed exploration and development programs for Premier American Uranium's projects, as well as for working capital and general corporate purposes. Completion of the equity investment is subject to the final approval of the TSX Venture Exchange. The subscription receipts and the Premier American Uranium shares issuable upon conversion thereof are subject to a hold period expiring on March 10, 2027.
Related party disclosure
An insider of the company, IsoEnergy, is also an insider of DISA Uranium and therefore the equity investment constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the equity investment under MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the equity investment being below 25 per cent of the company's market capitalization for purposes of MI 61-101. The transaction and the equity investment have been approved by the board of directors of the company with Marty Tunney, a director of the company and officer of IsoEnergy, having disclosed his interest and abstaining from voting thereon. The company has not received, nor has it requested a valuation of its securities or the subject matter of the equity investment in the 24 months prior to the date hereof.
About Premier American Uranium Inc.
Premier American Uranium is focused on consolidating, exploring and developing uranium projects across the United States to strengthen domestic energy security and advance the transition to clean energy. The company's extensive land position spans five of the nation's top uranium districts, with active work programs under way in New Mexico's Grants mineral belt and Wyoming's Great Divide and Powder River basins.
Backed by strategic partners, including IsoEnergy, DISA Uranium and Mega Uranium Ltd., and other leading institutional investors, Premier American Uranium is advancing a portfolio supported by defined resources and high-priority exploration and development targets. Led by a distinguished team with deep expertise in uranium exploration, development, permitting, operations and uranium-focused M&A (merger and acquisition), the company is well positioned as a key player in advancing the United States uranium sector.
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