Nuclear Fuels Inc. entered into a binding letter of intent to acquire Uravan Minerals Inc. (TSXV:UVN) in a reverse merger transaction on March 1, 2023. Nuclear Fuels Inc. entered into a binding letter of intent to acquire Uravan Minerals Inc. (TSXV:UVN) in a reverse merger transaction for CAD 18.8 million on April 19, 2023. The Company has agreed to acquire all of the outstanding shares of Nuclear Fuels in exchange for 41,750,225 post-consolidated common shares of the Company. The Proposed Transaction contemplates a share consolidation of the Uravan Shares on the basis of 0.8 pre-consolidation Uravan Share for every one post-consolidation Uravan Share. The Company will complete the share consolidation immediately prior to closing the transaction with NFI. On closing shareholders of NFI will exchange their NFI Shares for post-consolidation Uravan Shares based on an exchange ratio of one post-consolidation Uravan Share for each NFI Share. It is expected that shareholders of Nuclear Fuels will hold an aggregate of approximately 90.4% of the Resulting Issuer?s common shares, with current shareholders of the Company holding the remaining the remaining 9.6%. Following completion of the Transaction, enCore Energy US Corp, a wholly owned subsidiary of enCore Energy Corp. (NYSE:EU, TSXV:EU) will hold approximately 19.9% of the Resulting Issuer (Nuclear Fuels). In connection with the closing of the Proposed Transaction, the board of directors and management of Uravan will be reconstituted to consist of nominees of NFI. The Definitive Agreement provides that on closing of the Transaction the board of directors of the Resulting Issuer (Nuclear Fuels) will be comprised of Michael Collins, William Sheriff, David Miller, Eugene Spiering and Larry Lahusen. In addition, Monty Sutton and Jacqueline Collins have agreed to act as the Chief Financial Officer and the Corporate Secretary of the Resulting Issuer (Nuclear Fuels), respectively. The Resulting Issuer will change its corporate name to ?Nuclear Fuels Inc.? or such other name as the parties may determine. As per filling on July 6, 2023, Uravan Minerals shares will be delisted from the TSXV at the close of trading on July 7, 2023. The Uravan Minerals?s post consolidation common shares are expected to commence trading on the CSE on or shortly after July 10, 2023 under the name ?Nuclear Fuels Inc.? and the trading symbol of ?NF?.

Closing of the transaction is subject to the approval of the shareholders of Uravan and Nuclear Fuels, stock exchanges approval, regulatory board, and listing of the Resulting Issuer on the CSE. In addition, closing is subject to completion of ongoing due diligence reviews, and the parties entering into a definitive agreement. As of May 23, 2023, the shareholders of Uravan has approved the deal. As of July 6, 2023, transaction is anticipated to close on July 7, 2023.

Edward L. Mayerhofer of Morton Law LLP acted as legal advisor to NFI while Grant MacKenzie of Dentons Canada LLP acted as legal advisor to Uravan.

Nuclear Fuels Inc. (CNSX:NF) acquired Uravan Minerals Inc. (TSXV:UVN) in a reverse merger transaction on July 6, 2023. Nuclear Fuels Inc. received final approval from the Canadian Securities Exchange (?CSE?) for the listing of the Company?s common shares. In connection with the CSE listing, the common shares of Uravan Minerals Inc. (?Uravan? or ?URV?) were delisted from the TSX Venture Exchange on July 7, 2023. As a result of the time of listing on the CSE and closing of the transaction with URV, the Company has an aggregate of 46,873,368 common shares issued and outstanding, of which 13,579,612 shares are held in escrow and with 10% released upon listing and 15% released every six months after listing. Uravan?s common shares were consolidated on a 1:0.8 basis. In addition, the Company changed its name from ?Uravan Minerals Inc.? to ?Nuclear Fuels Inc.?