TORONTO, Dec. 21, 2023 (GLOBE NEWSWIRE) — Sachem Cove Special Opportunities Fund (“Sachem”) would like to announce an update to its beneficial ownership of Premier American Uranium Inc. (“PUR”) pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”). As previously announced by PUR on November 27, 2023, PUR completed the acquisition (the “Premier Acquisition”) of Premier Uranium Inc. (“Premier”), a privately held U.S. uranium focused project acquisition vehicle which owns a 100% interest in the Cyclone project in the Great Divide Basin of Wyoming and various mining claims in the Uravan Mineral Belt of Colorado. Prior to the Premier Acquisition, Sachem held 92.83% of the issued and outstanding shares of Premier. The Premier Acquisition was completed pursuant to a share purchase agreement dated May 24, 2023 among Sachem, PUR, Consolidated Uranium Inc. and the shareholders of Premier (the “Agreement”).
Prior to the Premier Acquisition, Sachem held 321,428 Class A common shares of PUR (the “Common Shares”), with each Common Share acquired at a price of $0.70 per Common Share and 1,333,334 subscription receipts of PUR (the “Subscription Receipts”), with each Subscription Receipt acquired at a price of $1.50 per Subscription Receipt. The Subscription Receipts converted into units of PUR comprised of one Common Share and one-half of one Common Share purchase warrant (“PUR Financing Warrants”) in accordance with their terms on November 27, 2023.
Pursuant to the Agreement, Sachem acquired 11,139.6 compressed shares of PUR (the “Compressed Shares”) and 115,500 warrants of PUR (the “PUR Replacement Warrants”, and together with the PUR Financing Warrants, the “PUR Warrants”). The Premier Acquisition closed on November 27, 2023, and Sachem acquired such Compressed Shares and PUR Replacement Warrants on that date. Each Compressed Share is the voting and economic equivalent to 1,000 Common Shares, and therefore, the Compressed Shares Sachem acquired are equivalent to 11,139,600 Common Shares.
Additionally, Sachem acquired a total of 130,207 Common Shares in connection with the spin-out of PUR through a plan arrangement under the Business Corporations Act (Ontario) effective November 27, 2023.
Following the Premier Acquisition, Sachem has beneficial ownership of 1,784,969 Common Shares, representing 11.3% of the Common Shares, 11,139.6 Compressed Shares, representing 92.83% of the Compressed Shares and 782,167 PUR Warrants. Assuming the conversion of all of the issued and outstanding Compressed Shares into Common Shares, Sachem would hold 12,924,569 Common Shares, representing approximately 46.55% of the Common Shares on a non-diluted basis. On a partially diluted basis, Sachem holds 13,706,736 Common Shares, representing approximately 49.5% of the Common Shares (assuming conversion of the 782,167 PUR Warrants).
All securities of PUR held by Sachem are held for investment purposes. In the future, Sachem (directly or indirectly), may acquire and/or dispose of securities of PUR through the market, privately or otherwise, as circumstances or market conditions may warrant. Tim Rotolo is the managing member of Sachem, and is the CEO and a director of PUR. The Common Shares are listed for trading on the TSX Venture Exchange under the symbol “PUR”. PUR is located at 217 Queen Street West, Floor 4, Toronto, Ontario M5V 0R2.
This news release is issued pursuant to NI 62-103, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report of Sachem will be available under PUR’s profile on SEDAR+ (www.sedarplus.ca).
For further information, please contact;
Sachem Cove Special Opportunities Fund LP
44 Main Street, Cold Spring Harbor, NY 11724
tjr@lloydharborcapital.com
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
