Nano Nuclear Energy Signs Asset Purchase Agreement for NRC-Licensed Nuclear Fuel Assets

Nano Nuclear Energy Inc. (NASDAQ: NNE) has entered into a definitive asset purchase agreement with Radnostix, Inc. (formerly International Isotopes Inc.) and its subsidiary International Isotopes Fluorine Products, Inc. to acquire U.S. nuclear fuel processing assets. The transaction involves the purchase of all of Sellers’ assets, including a U.S. Nuclear Regulatory Commission (NRC) license and related intellectual property, technical materials, and permits associated with a depleted uranium hexafluoride (DUF6) deconversion and fluorine extraction facility located in Lea County, New Mexico.

The Purchased Assets include an NRC Material License SUB-1011, a New Mexico air quality permit, a portfolio of issued and/or expired U.S. patents covering fluorine extraction, technical and design materials originally acquired from General Dynamics, and other assets necessary for the development of the facility. The facility, which has not been previously constructed, was originally licensed to meet requirements for Special Nuclear Material under 10 CFR Part 70.

Under the terms of the agreement, the Buyer Parties will pay $9.5 million in cash and issue $4 million in restricted shares of Nano Nuclear common stock at closing. The number of shares issuable is determined based on the volume-weighted average price of the Common Stock during the period from the tenth trading day before the date of the Purchase Agreement through the trading day before the Closing Date. No fractional shares will be issued; instead, Sellers will receive cash for any fractional share.

The transaction is subject to a number of conditions precedent, including NRC consent to the license transfer, approval from New Mexico officials, satisfactory site arrangements, and environmental assessments. The Buyer Parties are also required to acquire fee simple title or a valid leasehold interest in the Hobbs Site from Lea County, New Mexico. The parties currently expect the closing to occur within approximately 90 to 120 days, subject to the satisfaction of these conditions.

Prior to signing the Purchase Agreement, Nano Nuclear deposited $0.5 million into an escrow account with Citibank, N.A. to secure the exclusive right to negotiate with Radnostix. This escrowed amount is subject to release to Radnostix upon signing the Purchase Agreement.