Premier American Uranium Inc. signed a definitive agreement to acquire American Future Fuel Corporation (OTCPK:AFFC.F) from enCore Energy Corp. (TSXV:EU) and others for CAD 46.1 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 and also acted as financial advisor. PUR and AFFC appointed Computershare Investor Services Inc. to act as Depositary. Endeavor Trust Corporation acted as transfer agent to AFFC.