TORONTO, April  11, 2024  (GLOBE NEWSWIRE) -- Premier American Uranium Inc. ("PUR", the "Company" or "Premier American Uranium") (TSXV: PUR) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner with PI Financial Corp. acting as co-agent (collectively, the "Agents") in connection with a fully marketed private placement (the "Offering") of up to 2,040,817 subscription receipts of PUR (each, a "Subscription Receipt") at a price of C$2.45 per Subscription Receipt (the "Offering Price") for gross proceeds of up to C$5,000,002. The Agents will have an option, exercisable in full or in part up to 48 hours prior to the closing of the Offering, to sell up to an additional 408,164 Subscription Receipts at the Offering Price for additional gross proceeds of up to C$1,000,002. The Offering is expected to include lead orders of at least C$1.5 million in the aggregate from Sachem Cove Partners, and Mega Uranium Ltd.

Colin Healey, CEO of PUR commented, "We are excited to be strengthening our balance sheet at a time when uranium fundamentals are extremely robust. PUR was strategically built to acquire, explore, and develop uranium assets in the U.S. Now, with the anticipated closing of the arrangement with American Future Fuel, our scope has expanded to encompass three key uranium mining districts: the Great Divide Basin of Wyoming, the Uravan Mineral Belt of Colorado, and the Grants Mineral Belt in New Mexico. We believe today's financing positions us well to advance our growth strategy and we extend our gratitude to our cornerstone shareholders, Sachem Cove Partners, and Mega Uranium Ltd., and other institutional investors, whose ongoing support provides us the ability to execute our vision."

Each Subscription Receipt will entitle the holder thereof to automatically receive, upon satisfaction or waiver, as applicable, of certain escrow release conditions (the "Escrow Release Conditions"), one unit of PUR (a "Unit"). Each Unit will be comprised of one common share of PUR (each, a "Unit Share") and one-half of one common share purchase warrant of PUR (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder to purchase one common share of PUR (each, a "Warrant Share") at a price of C$3.50 for a period of 24 months following the closing of the Offering.

The Escrow Release Conditions include the satisfaction of all conditions precedent (other than conditions precedent that, by their terms, cannot be satisfied until closing) to the completion of the pending transaction as announced by the Company in a press release dated March 20, 2024, pursuant to which the Company has agreed to acquire all of the issued and outstanding common shares of American Future Fuel Corporation ("AMPS") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Completion of the Arrangement is subject to, among other things, receipt of applicable regulatory approvals, court approvals, as well as the requisite approval of AMPS shareholders.

The proceeds of the Offering, net of the reasonable out-of-pocket expenses of the Agents, will be held in escrow and not released to PUR 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 August 30, 2024, the aggregate Offering Price of the Subscription Receipts (plus any interest earned thereon) will be returned to the holders (net of any applicable withholding taxes), and such 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 net proceeds of the Offering are expected to be used to fund the proposed exploration programs for PUR's projects as well as for working capital and general corporate purposes. The Offering is expected to close on or around May 2, 2024.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day following the date of closing of the Offering.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.