Nuclear Fuels Inc. (CSE: NF) (OTCQX: NFUNF) reports today that it has closed its previously announced private placement consisting of an aggregate of 25,000,000 units, including exercise in full of the underwriter’s over-allotment option of 5,000,000 Units, at a price of $0.40 per Unit for aggregate gross proceeds to the Company of $10,000,000. The Company also closed its non-brokered private placement announced on November 5, 2024, and issued a further 9,837,500 Units at the Issue Price for aggregate gross proceeds to the Company of $3,935,000.

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.55 per share until November 20, 2027. The Offering Warrants were issued pursuant to a warrant indenture dated November 20, 2024 between the Company and Odyssey Trust Company, as warrant agent.

enCore Energy Corp., a NASDAQ-listed company, acquired 5,200,000 Units under the NB Offering pursuant to a contractual right to maintain its ownership interest in the Company.

Canaccord Genuity Corp. and Haywood Securities Inc. on behalf of a syndicate of underwriters acted as the Underwriters in connection with the Offering. In consideration for the services provided by the Underwriters the Company paid a cash commission of $487,500 and issued an aggregate of 728,125 broker warrants to the Underwriters.  PowerOne Capital Markets Limited acted as finder in connection with a portion of the NB Offering. Each Broker Warrant is exercisable into one common share of the Company at a price of $0.40 per share until November 20, 2027.

The net proceeds received from the Offering and the NB Offering will be used to advance the Company’s uranium projects in the United States, as well as for working capital and general corporate purposes.

The securities issued in connection with the Offering and the NB Offering, including any underlying securities, are subject to a hold period of four months expiring March 21, 2025, in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Nuclear Fuels Inc.

Nuclear Fuels Inc. is a uranium exploration company advancing early-stage, district-scale In-Situ Recovery amenable uranium projects towards production in the United States of America. Leveraging extensive proprietary historical databases and deep industry expertise, Nuclear Fuels is well-positioned in a sector poised for significant and sustained growth on the back of strong government support. Nuclear Fuels has consolidated the Kaycee Wyoming district under single-company control for the first time since the early 1980s. Currently executing its second drill program at the Kaycee Project, the Company aims to expand on historic resources across a 35-mile trend with over 430 miles of mapped roll-fronts. The Company’s strategic relationship with enCore Energy Corp., America’s Clean Energy Company™, offers a mutually beneficial “pathway to production,” with enCore retaining the right to back- in to 51% ownership in the flagship Kaycee Project in Wyoming’s prolific Powder River Basin.