The offering includes primary participation from fundamental institutional investors, including a leading long-only mutual fund and a preeminent global investment manager

Company total cash position expected to be over $200 million following closing

NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear” or “the Company”), a leading advanced nuclear energy and technology company, today announced that it has entered into a definitive securities purchase agreement with institutional investors for the purchase and sale of 3,888,889 shares of common stock in a private placement at a purchase price of $27.00 per share, for total gross proceeds of $105 million.

Participants in the private placement include several fundamental institutional investors, including a leading long-only mutual fund and a preeminent global investment manager.

The closing of the offering is expected to occur on or about May 28, 2025, subject to the satisfaction of customary closing conditions.

With the anticipated net proceeds from the private placement, NANO Nuclear would have over $200 million in cash on hand, which it expects to use to more readily advance its cutting-edge micro nuclear reactors and auxiliary nuclear energy-related businesses, as well as to seek complimentary acquisitions and drive growth towards initial revenue generation.

Titan Partners Group, a division of American Capital Partners, is acting as the sole placement agent for the offering.

The securities issued in the private placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. NANO Nuclear has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the shares of common stock issued in connection with the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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.