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 warrants to purchase 67,500 shares of common stock at the public offering price, less underwriting discounts and expenses.

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, for business development activities, and for 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.

Registration statements relating to these securities were previously filed with the U.S. Securities and Exchange Commission (“SEC”) and have become effective. The offering is being 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.