Premier American Uranium reports US$5M DISA investment held in escrow
DISA would own about 8.88 per cent after conversion, while a separate share transfer would take IsoEnergy's holding to 22.1 per cent.
Mara Quinlan
Premier American Uranium Inc. CVEPUR OTCMKTSPAUIF said on Tuesday it closed a US$5 million strategic equity investment, with the proceeds held in escrow. Conversion of the receipts would give DISA Uranium Corporation about 8.88 per cent of PUR's shares, diluting existing holders.
Shares fell 2.86 per cent to C$0.34 on the TSX Venture Exchange at 4:00 p.m. EST on Monday, before Tuesday's announcement, according to the CVEPUR quote.
PUR issued 9,326,000 subscription receipts at C$0.75 each for C$6,994,500 on Tuesday. The company put the price at a 41.5 per cent premium to its Sept. 14 closing share price, before the original financing announcement.
PUR also reported that IsoEnergy Ltd. TSEISO NYSEAMERICANISOU had agreed to acquire 13,642,775 existing PUR shares from Sachem Cove Opportunity Fund LP. The transfer would take its holding to about 22.1 per cent of outstanding PUR shares before receipt conversion, without new shares or proceeds for PUR.
"Their support strengthens our position as we advance our U.S. uranium development and ISR exploration portfolio," chief executive Colin Healey said in the release.
Each receipt converts into one common share once the escrow conditions are satisfied or waived. Those conditions include the prerequisites for PUR's proposed sale of Outlaw Mesa, Atkinson Mesa, Monogram Mesa and Slick Rock in Colorado to DISA.
The terms announced Sept. 15 call for about US$2 million of DISA shares plus warrants for the Colorado projects. The asset sale requires U.S. Department of Energy approval, and the equity investment remains subject to final TSX Venture Exchange approval.
PUR classified the financing as a related-party transaction because IsoEnergy is an insider of both PUR and DISA. It said the investment's value falls below 25 per cent of its market capitalization under the applicable rules.
The company relied on exemptions from a formal valuation and minority shareholder approval. Director Marty Tunney disclosed his interest and abstained from voting on the asset sale and equity investment, PUR said.
PUR expects the released proceeds to fund proposed exploration and development, working capital and general corporate purposes. The company explores and develops U.S. uranium projects, with active work in New Mexico and Wyoming's Great Divide and Powder River basins.
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PUR's March 27 work plan budgeted US$1.1 million for Cebolleta sampling, drilling and metallurgical testing in New Mexico. It targeted an updated preliminary economic assessment for the first quarter of 2027; Tuesday's financing release does not earmark proceeds for that program.
DISA is entitled to its investment back, plus any interest earned in escrow, if the escrow conditions are unmet and unwaived by June 13, 2027.
The receipts and shares issuable on conversion are subject to a hold period expiring March 10, 2027.
