COURT FILE NO.: CV-23-00701332-00CL DATE: 20230809 ONTARIO - SUPERIOR COURT OF JUSTICE – COMMERCIAL LIST

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT , R.S.O. 1990, c. B.16, AS AMENDED AND RULES 14.05(2), 14.05(3)(f), AND 14.05(3)(g) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CONSOLIDATED URANIUM INC., ITS SECURITYHOLDERS AND PREMIER AMERICAN URANIUM INC.

RE: Consolidated Uranium Inc., Applicant

BEFORE: Peter J. Osborne J.

COUNSEL: Stephanie Voudouris and Jamie Litchen, for the Applicant

HEARD: August 9, 2023

Endorsement

[1] Consolidated Uranium Inc. (“CUR” or the “Applicant”) has brought this application pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c.B.16, as amended, (the “OBCA”) for approval of a plan of arrangement (the “Arrangement”) as contemplated by the Arrangement Agreement dated May 24, 2023, between CUR and Premier American Uranium Inc. (“PUR”). Defined terms have the meaning given to them in the factum and motion materials filed by CUR on this motion.

[2] On July 4, 2023, Justice Steele granted an interim order authorizing the Applicant to hold a special meeting to consider and vote on special resolutions to approve the Arrangement (the “Interim Order”).

[3] CUR is a uranium and vanadium exploration and development company with ownership or rights to acquire uranium and vanadium projects in Canada, Australia, Argentina and the United States. It is a reporting issuer in Ontario, British Columbia, Alberta and Québec. Its common shares trade on the TSXV where they will continue to be listed following the completion of the Arrangement.

[4] Outstanding CUR options, legacy options and warrants will be treated in accordance with their terms, pursuant to the Arrangement.

[5] PUR is a majority controlled subsidiary of the Applicant. Following completion of the Arrangement, it will operate as a uranium exploration and development company separate and apart from CUR. It is not currently a reporting issuer in any province. The contemplation is that it will become a reporting issuer, following completion of the Arrangement, in Ontario, Québec, British Columbia and Alberta. It intends to apply to have its Subordinate Voting Shares listed on the TSXV.

[6] The particulars of the Arrangement are set out in the Meeting Materials and the motion materials filed and in particular, the Circular, the Arrangement Agreement and the Plan of Arrangement. The Circular is attached as Exhibit “A” to the Supplementary Affidavit of Philip Williams sworn August 3, 2023, relied upon by the Applicant. The Plan of Arrangement is attached, in turn, as Schedule “D” to the Circular.

[7] In summary, CUR will effectively transfer ownership of certain indirect wholly-owned subsidiaries (which in turn hold leases and patented claims) to PUR in exchange for 7,753,752 PUR Subordinate Voting Shares, 50% of which will be distributed to the CUR Shareholders on a pro rata basis based on the number of CUR Shares held at the Effective Date. The remaining 50% will be retained by CUR.

[8] CUR will undertake a reorganization of its capital which in turn will include the redesignation of CUR Common Shares into CUR Class B Shares. Each Class B Share will be deemed to be exchanged for one new common share of CUR with identical rights, privileges, restrictions and conditions as applied to the current issued and outstanding CUR common shares, and exchanged for such number of PUR Subordinate Voting Shares as is equal to the Distributed PUR Shares divided by the number of CUR Common Shares outstanding on the Effective Date.

[9] Given the above, the Arrangement will not affect the proportionate ownership of shareholders in CUR in the corporation and will not require any action on their part.

[10] The result will be that PUR will become a standalone junior uranium company, position to explore and develop uranium projects in Wyoming and Colorado. The expectation is that it will all be attractive to the investment community given its dominant land position in the Uravan Mineral Belt of Colorado, which is said to be a prolific historic uranium production region in the United States. All of this should unlock value for shareholders of CUR.

[11] The potential addition of the Cyclone Project in Wyoming and additional Uravan Mineral Belt properties through the completion of the Premier Transaction will be complementary to the CUR Assets.

[12] The detailed steps of the Arrangement are described in the Circular at pages 44 to 46.

[13] The Board of Directors of CUR, with the benefit of legal advice, authorized the corporation to enter into the Arrangement Agreement and resolved to recommend to shareholders that they vote in favour of the Arrangement Resolution, all on a unanimous basis. The principal reasons for that recommendation are set out in the Circular at pages 43 and 44.

[14] The Board determined, and I am satisfied, that a fairness opinion was not required given the inherent fairness to shareholders of CUR resulting from the fact that the Arrangement will not impact their proportionate ownership of CUR and they will continue to hold an interest in the CUR Assets indirectly through the PUR Subordinate Voting Shares.

[15] Prior to the meeting authorized by the Interim Order, CUR distributed the Circular and all other Meeting Materials as required, with one exception fully disclosed by the Applicant in the motion materials. The Meeting Materials were, as a result of inadvertence, delivered one day late to the holders of CUR Options.

[16] The Interim Order included at paragraph 17 is a curative provision to address this procedural deficiency. More substantively, the majority of the holders of those options are in any event directors and officers of the company who, by virtue of their respective offices, were well aware of and indeed involved in the preparation of the Meeting Materials in any event.

[17] The directors, auditors and the OBCA Director all received notice and the Meeting Materials. The Director has provided a non-appearance letter dated June 28, 2023 which is in the motion materials.

[18] I am satisfied on the basis of the materials filed by the Applicant in support of the relief sought today that notice as given was appropriate and in accordance with the Interim Order.

[19] The meeting was held virtually on August 3, 2023, in accordance with the terms of the Interim Order as well as the bylaws of the company. Quorum of 5% was established, and 41.28% of the issued and outstanding CUR Common Shares as at the Record Date were present or represented by proxy.

[20] Approval required two-thirds of the votes cast by the shareholders represented in person and/or by proxy. The Arrangement Resolution received overwhelming approval with 99.96% of the votes cast, representing 39,100,396 votes.

[21] Dissent rights were provided in accordance with paragraphs 25 – 27 of the Interim Order and section 185 of the OBCA. The evidence today discloses that no shareholder exercised any dissent rights. Moreover, no shareholder, or for that matter any affected party, has filed a Notice of Appearance in respect of today’s hearing or even indicated to counsel to the Applicant informally any intention to oppose or dissent.

[22] In short, those parties principally affected by the relief sought today have overwhelmingly approved the Arrangement and none has indicated any objection or challenge.

[23] CUR and PUR intend to rely on the fairness hearing in this proceeding and the final order approving the Arrangement sought today for an exemption pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended.

Analysis and Consideration of Factors

[24] Section 182 of the OBCA gives the Court the power to make any order it thinks appropriate in connection with an application for advice and directions in connection with an arrangement, including an order approving the arrangement pursuant to section 182(5)(f).

[25] In making such an order, the Court must be satisfied that: a) the statutory procedures and any court-ordered requirements have been met; b) the application has been put forward in good faith; and c) the arrangement is fair and reasonable. (See Re Magna International Inc. 2010 ONSC 4123 at paras 99-105, aff’d 2010 ONSC 4685 at paras. 31-41, BCE Inc. v. 1976 Debentureholders, 2008 SCC 69 at para. 137 and Steel Canada Inc. (Re) 2014 ONSC 4285 at para. 85).

[26] I will address each of these requirements in turn although in so doing I note that all of these requirements were considered and found to have been satisfied when the Interim Order was granted and there has been no material change since that time that would lead to a different conclusion for the purposes of the final approval order sought today.

[27] CUR is a “corporation” as defined in the OBCA.

[28] The Arrangement of CUR is an “Arrangement” within the meaning of section 182 of the OBCA (i.e., subsection (1)(f): an exchange of securities of a corporation for property, money or other securities of the corporation or property, money or other securities of another body corporate). The Arrangement here is effectively a spin out of PUR achieved through completion of the steps summarized above.

[29] The statutory procedures and any court-ordered requirements have been met. In particular here, the terms of the Interim Order have been complied with. Copies of the Meeting Materials were provided in accordance with the terms of the Interim Order.

[30] The Meeting itself was called, held and conducted in accordance with the requirements of the Interim Order. As noted above, the Arrangement was approved overwhelmingly by CUR Shareholders.

[31] The Arrangement is put forward in good faith. There is no evidence otherwise.

[32] In my view, the Arrangement is fair and reasonable. There is clearly a valid business purpose.

[33] The factors identified by the Supreme Court of Canada that may be relevant to the test for the assessment of the fairness and reasonableness of a proposed arrangement include: a) the vote by security holders on the arrangement; b) the impact on the rights of those security holders; c) the approval of the arrangement by the corporation’s directors and the presence of a fairness opinion; and d) the access of shareholders to dissent and appraisal remedies. (see BCE at paras. 138-143 and 150-152).

[34] Each of these factors is satisfied here by CUR. The Arrangement was approved not just by the requisite majority of shareholders present in person or by proxy at the Meeting, but overwhelmingly. As observed by Blair, J. in Re St. Lawrence & Hudson Railway Co., 1998 O.J. 3934 at para. 27, what better litmus test then, for assessing whether (a shareholder) might reasonably approve of the plan, than the votes of those whose interests are actually at stake. Such votes are not conclusive but are an important indicator of fairness, as are the lack of dissent or objection.

[35] The Supreme Court of Canada has recognized that although no single factor is conclusive, the outcome of the shareholder vote is an "important indicator of whether a plan is fair reasonable", which can be given "considerable weight", particularly if the margin is large. See BCE Inc., (Re), at paras. 141 and 150. The Shareholder vote in this case is a strong indication of the fairness and reasonableness of the Arrangement.

[36] The approval of the Directors was clear and indeed unanimous. That approval was supported by legal advice provided and the recommendation of management, which was to the effect that the Arrangement is in the best interests of CUR and is fair to CUR shareholders.

[37] In the aggregate, all of these factors suggest that the rights of interested parties have been fairly and reasonably balanced. Additional comfort can be drawn from the fact that the form of order sought here is consistent with the model order of this Court.

[38] Having considered all of the foregoing factors, the Court is satisfied that the Arrangement is fair and reasonable and is in the best interests of CUR and its shareholders.

Approval Granted

[39] The Final Approval Order is granted, approving the Arrangement pursuant to section 182(5) of the OBCA.

[40] Order to go in the form signed by me today, which is effective from today’s date without the necessity of issuing and entering.

Osborne J.