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NANO Nuclear Energy Announces Pricing of Upsized $18 Million Underwritten Offering

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NANO Nuclear Energy has announced the pricing of an upsized $18 million underwritten public offering. This includes 900,000 shares of common stock and warrants to purchase an additional 450,000 shares, sold at $20.00 per unit. Gross proceeds are expected to be around $18 million, before underwriting discounts and offering expenses. The offering also includes a 30-day option for the underwriter to purchase an additional 135,000 shares and/or associated warrants. The warrants are exercisable immediately, have a five-year term, and an exercise price of $20.00 per share. The net proceeds will fund the development of proprietary micro nuclear reactors 'ZEUS' and 'ODIN', HALEU fuel transportation technology, a domestic HALEU fuel fabrication source, and general corporate purposes. The offering is planned to close around July 15, 2024, subject to customary conditions.

Positive
  • NANO Nuclear Energy successfully priced an upsized $18 million underwritten public offering.
  • The offering includes a 30-day option for the underwriter to purchase up to an additional 135,000 shares and/or associated warrants.
  • The net proceeds will support the development of micro nuclear reactors and HALEU fuel technology.
Negative
  • The shares and associated warrants have no stand-alone rights and will not be issued as stand-alone securities.
  • The warrants will not be traded on any market.

Insights

NANO Nuclear Energy Inc.'s recent announcement regarding their upsized $18 million underwritten offering is noteworthy for several reasons. Firstly, the pricing of the shares and associated warrants at $20.00 indicates a solid valuation, suggesting confidence from the participating underwriters. It is significant to observe the terms: the warrants are exercisable immediately and have a term of five years, which could potentially lead to future dilution if exercised. However, this is a common practice in capital-raising efforts to attract investors by providing an additional potential upside.

The use of proceeds is particularly critical. By earmarking the funds for the development of proprietary micro nuclear reactor designs and sourcing HALEU fuel, which is a key component for advanced nuclear reactors, the company is clearly focusing on long-term growth and innovation in the nuclear energy sector. This strategic allocation could position NANO Nuclear as a key player in the emerging market for portable, clean nuclear energy solutions. Investors should be aware that while this is a forward-looking move, the execution risks associated with R&D and technology development in the nuclear sector are non-trivial and could impact long-term returns.

From a financial perspective, this capital infusion strengthens NANO Nuclear's balance sheet, providing it with the necessary liquidity to advance its projects. However, retail investors should consider the potential for stock price volatility following the offering due to the dilution effect and market perception of the company's future prospects.

For retail investors, it is important to understand the broader market context of this offering. The advanced nuclear energy sector is rapidly evolving, driven by the increasing need for clean and sustainable energy solutions. NANO Nuclear's focus on developing micro nuclear reactors and HALEU fuel is well-aligned with global energy trends and government policies supporting nuclear energy as a part of the clean energy transition. This positions the company favorably within the market.

However, market acceptance of new nuclear technologies can be unpredictable. While there is significant potential, the sector is highly regulated and technological breakthroughs are necessary to translate potential into actual market share. Investors might find it reassuring that NANO Nuclear has a clear and focused strategy, but should also remain cautious of the inherent risks and long development timelines associated with nuclear technology.

The involvement of The Benchmark Company as the sole book-running manager adds a level of credibility to the offering, indicating that reputable financial institutions have a vested interest in the company's future. This could positively influence market sentiment in the short term.

New York, N.Y., July 12, 2024 (GLOBE NEWSWIRE) -- NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a vertically integrated advanced nuclear energy and technology company developing portable clean nuclear energy solutions, today announced that it has priced an upsized firm commitment, registered underwritten public offering of 900,000 shares of common stock and warrants to purchase 450,000 shares of common stock.

Each share and associated warrant is being sold at a public offering price of $20.00, for gross proceeds of approximately $18 million, before deducting underwriting discounts and offering expenses. In addition, NANO Nuclear has granted the underwriter a 30-day option to purchase up to an additional 135,000 shares common stock and/or associated warrants to purchase 67,500 shares of common stock at the public offering price, less underwriting discounts and commissions.

While the shares and associated warrants were marketed as a unit, such units have no stand-alone rights and will not be certificated or issued as stand-alone securities.

The warrants are exercisable immediately, have a term of five years, and have an exercise price of $20.00 per share. The warrants will not trade on any market.

The Benchmark Company, LLC is acting as sole book-running manager for the offering

NANO Nuclear intends to use the net proceeds from this offering to continue the research and development of its proprietary micro nuclear reactor designs, ‘ZEUS’ and ‘ODIN’, advancing its exclusive licensed technology to transport commercial quantities of High-Assay, Low-Enriched Uranium (HALEU) fuel needed for the future of the advanced nuclear industry, development of a U.S. domestic source of HALEU fuel fabrication for NANO Nuclear’s own microreactors and the broader advanced nuclear reactor industry as well as general corporate purposes and working capital.

The offering is expected to close on or about July 15, 2024, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to an effective shelf registration statement on Form S-1 (File No. 333-280727) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on July 10, 2024. The proposed offering will be made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from The Benchmark Company, LLC, 150 East 58th St., 17th Floor, New York, NY 10155, by telephone: (212) 312-6700, or by email at Prospectus@benchmarkcompany.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NANO Nuclear Energy Inc.

NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across four business lines: (i) cutting edge portable microreactor technology, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation and (iv) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.

Led by a world-class nuclear engineering team, NANO Nuclear’s products in technical development are “ZEUS”, a solid core battery reactor, and “ODIN”, a low-pressure coolant reactor, each representing advanced developments in clean energy solutions that are portable, on-demand capable, advanced nuclear microreactors.

Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America.

HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.

For further information, please contact:

Email: IR@NANONuclearEnergy.com
Business Tel: (212) 634-9206

Cautionary Note Regarding Forward Looking Statements

This news release and statements of NANO Nuclear’s management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the proposed public offering, including the proposed use of proceeds from such offering, as described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as “seek,” "expects", "anticipates", "intends", "plans", "believes", “potential”, "will", "should", "could", "would" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, some of which may be beyond our control. Readers are cautioned that actual results may differ materially and adversely from the results implied in forward-looking statements. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”) nuclear fuel manufacturing submission and the development of new or advanced technology, including difficulties with design and testing, cost overruns, development of competitive technology, (ii) our ability to obtain contracts and funding to be able to continue operations; (iii) risks related to uncertainty regarding our ability to commercially deploy a competitive advanced nuclear reactor technology, (iv) risks related to the impact of government regulation and policies including by the DOE and the U.S. Nuclear Regulatory Commission; and similar risks and uncertainties associated with the business of a start-up business operating a highly regulated industry and (v) risks related to preliminary technology collaborations such as the one with Curio described herein. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.


FAQ

What is the value of NANO Nuclear Energy's recent public offering?

NANO Nuclear Energy's recent public offering is valued at $18 million.

How many shares and warrants are included in NANO Nuclear Energy's offering?

The offering includes 900,000 shares of common stock and warrants to purchase 450,000 additional shares.

At what price are the shares and warrants of NANO Nuclear Energy being sold?

The shares and warrants are being sold at a public offering price of $20.00 per unit.

What will NANO Nuclear Energy use the proceeds from the offering for?

The proceeds will be used for the development of proprietary micro nuclear reactors, HALEU fuel transportation technology, a domestic HALEU fuel fabrication source, and general corporate purposes.

When is the expected closing date for NANO Nuclear Energy’s offering?

The offering is expected to close on or about July 15, 2024, subject to customary conditions.

Are the warrants in NANO Nuclear Energy's offering traded on any market?

No, the warrants will not trade on any market.

What is the exercise price and term of the warrants in NANO Nuclear Energy's offering?

The warrants have an exercise price of $20.00 per share and a term of five years.

Nano Nuclear Energy Inc.

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