CA Market News
1月前
Urano and Pegasus Receive Shareholder and Court Approval for Acquisitions by Aero; Name Change to Manhattan Uranium Discovery Corp. Effective May 7, 2026May 4, 2026 6:08 PM
PR Newswire (Canada) VANCOUVER, BC, May 4, 2026 /CNW/ - Aero Energy Limited ("Aero") (TSXV: AERO) (OTC Pink: AAUGF) (FSE: UU3), Urano Energy Corp. ("Urano") (CSE: UE) (OTCQB: UECXF) and Pegasus Resources Inc. ("Pegasus") (TSXV: PEGA) are pleased to announce that both Urano and Pegasus received the approval of their shareholders at their respective special meetings held on April 29, 2026 to consider the acquisition of each of Urano (the "Urano Arrangement") and Pegasus (the "Pegasus Arrangement" and, together with the Urano Arrangement, the "Arrangements") by Aero by way of plans of arrangement under the Business Corporations Act (British Columbia). Of the votes cast by Urano shareholders at the Urano meeting, 99.91% were voted in favour of the special resolution approving the Urano Arrangement. Of the votes cast by Pegasus shareholders at the Pegasus meeting, 98.21% were voted in favour of the special resolution approving the Pegasus Arrangement.Urano and Pegasus are also pleased to announce that the Supreme Court of British Columbia granted a final order approving the Arrangements on May 4, 2026. The Arrangements remain subject to certain customary closing conditions and are expected to close on or about May 7, 2026. Full details of the Urano Arrangement and the Pegasus Arrangement and certain other matters are set out in the respective management information circulars of Urano and Pegasus each dated March 27, 2026 (the "Information Circulars"). Copies of the Information Circulars and other meeting materials can be found on the SEDAR+ at www.sedarplus.ca.Name ChangeAdditionally, and further to the news release dated March 2, 2026, the Company has also received approval from the TSX Venture Exchange (the "TSX-V") with respect to the previously announced name change (the "Name Change") from "Aero Energy Limited" to "Manhattan Uranium Discovery Corp.". The TSX-V will publish a bulletin announcing the effective date of the Name Change, together with Aero's new CUSIP and ISIN numbers.It is anticipated that the Aero common shares (the "Shares") will begin trading under the new name on or about May?7,?2026. The Shares will trade under the new "MANU" ticker symbol on the TSX-V.Effective on or about May 7, 2026, the new CUSIP and ISIN assigned to the Shares will be:CUSIP: 562913103, ISIN: CA5629131031.No action is required to be taken by shareholders with respect to the Name Change.About Aero EnergyAero Energy Limited, following its successful merger with Kraken Energy Corp. ("Kraken"), has established a robust portfolio of uranium assets in North America. The company controls a district-scale land package in Saskatchewan's Athabasca Basin, including its Strike and Murmac projects, which collectively host dozens of shallow drill-ready targets on the north rim of the Athabasca Basin. These projects are guided by an award-winning technical team with a proven track record, responsible for major discoveries such as Gryphon, Arrow, and Triple-R. Additionally, Aero's portfolio includes Kraken's 100%-owned Apex Uranium Property, Nevada's largest past-producing uranium mine, and the Huber Hills Property, spanning 1,044 ha in Nevada and encompassing the historic Race Track open pit mine. This strategic merger combines Aero's extensive Canadian exploration assets with Kraken's high-grade U.S. properties, positioning Aero to unlock significant high-grade, unconformity-style uranium mineralization and capitalize on the growing global demand for uranium.For more information about Aero, please visit: www.aeroenergy.ca.About UranoUrano is a mineral exploration company which holds numerous advanced conventional uranium projects hosting historic resources and mining lode claims in the Colorado Plateau, a region with a rich history of uranium and vanadium mining. As the need and support for domestic uranium and nuclear energy in the United States advances, Urano is well positioned to complete the necessary work to advance permitting for key projects.For more information about Urano, please visit: www.uranoenergy.com.About PegasusPegasus Resources Inc. is a Canadian uranium exploration company focused on advancing high-potential projects in the United States. The Company's flagship asset, the Jupiter Uranium Project in Utah, is a drill-ready property positioned for resource expansion. With a commitment to strengthening domestic uranium supply, Pegasus is strategically developing its portfolio to capitalize on the growing demand for nuclear energy.For more information about Pegasus, please visit: www.pegasusresourcesinc.com.On Behalf of the Boards of Directors"Galen McNamara""Jason Bagg""Christian Timmins"Chief Executive Officer,Chief Executive Officer,Chief Executive Officer,Aero Energy LimitedUrano Energy Corp.Pegasus Resources Inc.Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.Cautionary Statement Regarding Forward-Looking InformationCertain information contained herein may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities legislation, that involve known and unknown risks, assumptions, uncertainties and other factors. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "forecast", "intends", "may", "believes", "could", "should", "would", "plans", "proposed", "potential", "will", "target", "approximate", "continue", "might", "possible", "predicts", "projects" and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.Forward-looking statements in this press release include, but are not limited to: statements regarding the timing and completion of the Arrangements; the satisfaction of the conditions to closing, the expected closing date of the Arrangements; the implementation and effective date of the Name Change; the commencement of trading of the common shares under the new name and ticker symbol; the assignment of new CUSIP and ISIN numbers; the anticipated benefits of the Arrangements; the strategic positioning of Aero, Urano and Pegasus following completion of the Arrangements; the ability of the combined entity to successfully integrate the businesses of Aero, Urano and Pegasus; the potential to advance permitting and development of the companies' respective projects; the potential for resource expansion; and the ability of the combined entity to capitalize on expected demand for uranium.Such statements reflect the current views of Aero, Urano and Pegasus, with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the Arrangements are not completed on the timing anticipated or at all; the failure to satisfy the conditions to completion of the Arrangements; the occurrence of any event, change or circumstance that could result in the termination of either the Urano Arrangement or the Pegasus Arrangement; the risk that the expected closing date of the Arrangements is delayed; risks relating to the implementation and timing of the Name Change, including the timing of the TSX-V bulletin and the commencement of trading under the new name and ticker symbol; risks relating to the assignment and effectiveness of new CUSIP and ISIN numbers; the risk that Aero may not realize the anticipated benefits of the Arrangements; risks relating to the integration of Urano and Pegasus with Aero; the ability of Aero, Urano and Pegasus to advance permitting and development of their respective projects; the potential for resource expansion not being realized; volatility in uranium prices and changes in market demand for uranium; general economic, market and business conditions; and the ability of Aero, Urano and Pegasus to obtain and maintain necessary regulatory approvals. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties.With respect to forward-looking statements contained in this press release, Aero, Urano and Pegasus have made assumptions regarding, among other things: the satisfaction of the conditions to completion of the Arrangements;the completion of the Arrangements on the expected timeline; the implementation and effectiveness of the Name Change; the commencement of trading of the common shares under the new name and ticker symbol; the assignment and effectiveness of new CUSIP and ISIN numbers; the ability of Aero, Urano and Pegasus to successfully integrate their respective businesses; the ability to advance permitting and development of their respective projects; the potential for resource expansion; future uranium prices and market demand; general economic and market conditions; the availability of capital and financing on acceptable terms; the ability to obtain equipment, services and qualified personnel in a timely and cost-effective manner; and the ability of Aero, Urano and Pegasus to obtain and maintain necessary regulatory approvals. Although Aero, Urano and Pegasus believe that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list is not exhaustive of all assumptions that may have been considered.Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide Aero, Urano and Pegasus Shareholders with a more complete perspective on Aero's, Urano's and Pegasus' current and future operations and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits may be derived therefrom.The forward-looking statements contained in this press release speak only as of the date of this press release. Accordingly, forward-looking statements should not be relied upon as representing Aero, Urano and Pegasus' views as of any subsequent date, and except as expressly required by applicable securities laws, Aero, Urano and Pegasus do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. View original content to download multimedia:https://www.prnewswire.com/news-releases/urano-and-pegasus-receive-shareholder-and-court-approval-for-acquisitions-by-aero-name-change-to-manhattan-uranium-discovery-corp-effective-may-7-2026-302761916.htmlSOURCE Urano Energy Corp. Original: Urano and Pegasus Receive Shareholder and Court Approval for Acquisitions by Aero; Name Change to Manhattan Uranium Discovery Corp. Effective May 7, 2026
CA Market News
2月前
AERO ENERGY, URANO ENERGY AND PEGASUS RESOURCES ANNOUNCE CLOSING OF $10.5 MILLION SUBSCRIPTION RECEIPT PRIVATE PLACEMENTMarch 31, 2026 9:04 PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/VANCOUVER, BC, March 31, 2026 /CNW/ - Aero Energy Limited (TSXV: AERO) (OTC Pink: AAUGF) (FSE: J5B) ("Aero" or the "Company"), Urano Energy Corp. (CSE: UE) (OTCQB: UECXF) ("Urano") and Pegasus Resources Inc. (TSXV: PEGA) ("Pegasus") are pleased to announce that, further to its news releases dated March 2, 2026 and March 4, 2026, they have closed the previously announced non-brokered private placement of 26,249,999 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.40 per Subscription Receipt for gross proceeds of $10,500,000 (the "Subscription Receipt Financing").
The Subscription Receipt Financing was conducted in connection with Aero entering into a definitive arrangement agreement with Urano (the "Urano Transaction") and Pegasus (the "Pegasus Transaction", and together with the Urano Transaction, the "Transactions") to combine the three companies by way of court-approved plan of arrangements. The combined company (the "Combined Company") is expected to continue under the name "Manhattan Uranium Discovery Corp." and trade under the symbol "MANU". See the news releases dated March 2, 2026 and March 4, 2026 for additional information.Upon the satisfaction of the Escrow Release Conditions (as defined herein) and without payment of any additional consideration and without further action on the part of the holder thereof, each Subscription Receipt will convert into one unit of Aero (a "Unit"), with each Unit comprised of one common share of Aero (a "Share") and one Share purchase warrant of Aero (a "Warrant"). Each Warrant is exercisable to acquire one Share at a price of $0.60 until March 31, 2028.In connection with the Subscription Receipt Financing, the Company incurred finder's fees of $415,498 and will issue 1,038,745 finder's warrants of Aero (the "Finder's Warrants", and collectively with the cash fee, the "Finder's Fees"). Each Finder's Warrant is exercisable to acquire one Share at a price of $0.40 until March 31, 2028. The Finder's Fees are held in escrow along with the Escrowed Funds and will be released upon satisfaction of the Escrow Release Conditions.Eventus Capital Corp. and PowerOne Capital Markets Limited acted as finders in connection with a portion of the Subscription Receipt Financing.The Combined Company plans to use the net proceeds of the Subscription Receipt Financing as follows: (i) the advancement of the Company's uranium project portfolio in North America, (ii) the repayment of Aero's secured bridge loan of up to $1,000,000 to Urano, (iii) the costs of completing the Transactions, and (iv) working capital and general corporate purposes.The gross proceeds of the Subscription Receipt Financing (the "Escrowed Funds") were deposited and will be held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement dated March 31, 2026 among Aero and the Escrow Agent. The Escrowed Funds will be released from escrow to the Combined Company, as applicable, upon satisfaction of certain escrow release conditions (collectively, the "Escrow Release Conditions") no later than the 90th day following the closing date (the "Escrow Release Deadline").If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or (ii) Urano has advised Aero and/or the public that it does not intend to proceed with the Urano Transaction, then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Aero's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.About AeroAero Energy Limited, following its successful merger with Kraken Energy Corp. ("Kraken"), has established a robust portfolio of uranium assets in North America. The company controls a district-scale land package in Saskatchewan's Athabasca Basin, including its Strike and Murmac projects, which collectively host dozens of shallow drill-ready targets on the north rim of the Athabasca Basin. These projects are guided by an award-winning technical team with a proven track record, responsible for major discoveries such as Gryphon, Arrow, and Triple-R. Additionally, Aero's portfolio includes Kraken's 100%-owned Apex Uranium Property, Nevada's largest past-producing uranium mine, and the Huber Hills Property, spanning 1,044 ha in Nevada and encompassing the historic Race Track open pit mine. This strategic merger combines Aero's extensive Canadian exploration assets with Kraken's high-grade U.S. properties, positioning Aero to unlock significant high-grade, unconformity-style uranium mineralization and capitalize on the growing global demand for uranium. For more information about Aero, please visit aeroenergy.ca.About UranoUrano is a mineral exploration company which holds numerous advanced conventional uranium projects hosting historic resources and mining lode claims in the Colorado Plateau, a region with a rich history of uranium and vanadium mining. As the need and support for domestic uranium and nuclear energy in the United States advances, Urano is well positioned to complete the necessary work to advance permitting for key projects.For more information about Urano, please visit: www.uranoenergy.com.About PegasusPegasus Resources Inc. is a Canadian uranium exploration company focused on advancing high-potential projects in the United States. The Company's flagship asset, the Jupiter Uranium Project in Utah, is a drill-ready property positioned for resource expansion. With a commitment to strengthening domestic uranium supply, Pegasus is strategically developing its portfolio to capitalize on the growing demand for nuclear energy.For more information about Pegasus, please visit: www.pegasusresourcesinc.com.On Behalf of the Boards of Directors"Galen McNamara""Jason Bagg""Christian Timmins"Chief Executive Officer,Chief Executive Officer,Chief Executive Officer,Aero Energy LimitedUrano Energy Corp.Pegasus Resources Inc.Further information on the Company can be found on the Company's website at aeroenergy.ca and at www.sedarplus.ca, or by contacting the Company by email at info@aeroenergy.ca.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Cautionary Statement Regarding Forward-Looking InformationThis news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the planned use of net proceeds of the Subscription Receipt Financing, and timely receipt of all necessary approvals, including the final approval of the TSXV, the timing and completion of each of the Transactions and conditions thereof, and exploration and development of the Company.As well, forward-looking Information may relate to future outlook and anticipated events, such as the anticipated benefits and impacts of the Subscription Receipt Financing; the use of net proceeds from sale of the Subscription Receipts, the timing and completion of each of the Transactions, the anticipated benefits and impacts of each of the Transactions and conditions thereof, the results from work performed to date; exploration prospects of mineral properties; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of mineral properties; future growth potential of mineral properties; and future plans, projections, objectives, estimates and forecasts and the timing related thereto.Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by words such as "adjacent", "plans", "prolific", "focus", "extension", "intended", "advance", "potential", "opportunity," "impact", "establish", "propose", "strategic", "important", "plan", "milestone", "prime", "success", "undertake", "provide", "preeminent", "contemplate", "exposure", "strong", "transformation", "represent", "numerous", "accessible", "intension", "ability", "intend", "identify", "expand", variants of these words and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, including, the ability or inability to obtain all necessary regulatory approvals for the Subscription Receipt Financing, including final TSXV approval; the realization of benefits from the Subscription Receipt Financing; permits, the inability to use the gross proceeds from the sale of the Subscription Receipts as intended; the timing and completion of each of the Transactions and conditions thereof, the anticipated benefits and impacts of each of the Transactions; consents or authorizations required for mining activities, and material delays in obtaining them; the absence of adverse conditions at mineral properties; no unforeseen operational delays; the price of uranium and other metals remaining at levels that render mineral properties economic; the Company's ability to continue raising necessary capital to finance operations; and the ability to realize on any mineral resource and reserve estimates; the Company's ability to complete its planned exploration programs; the absence of adverse conditions at properties; no unforeseen operational delays; the Company's ability to continue raising necessary capital to finance operations; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; fluctuations in exchange rates; the business objectives of the Company; whether economic mineralization can be defined and, if it can be permitted for development; the uncertainty that any mineralization encountered on adjacent properties continues on to any of the Company's properties; the uncertainty that geological and/or geophysical and/or any trends, interpretations, or conclusions related to adjacent properties have relevance to any of the Company's properties; the uncertainty that the exploration season can be extended; changes in project parameters as plans to continue to be refined; the consequences and implications of the historical mining activities on the environment and whether such affects the potential exploration and/or development of any mining operation the Company's properties; the implications of claims from First Nations, Tribes, Tribal Councils, Tribal Governments or other indigenous entities and peoples and land claims settlements on the Company's projects; accidents, labour disputes and other risks of the mining industry, conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; future prices of metals; possible variations of mineral grade or recovery rates; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; the speculative nature of mineral exploration and development; title to properties, such further risks as disclosed in the Company's filings with Canadian securities regulators and management's ability to anticipate and manage the foregoing risks and uncertainties. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. Readers are referred to the additional information regarding the Company's business contained in the Company's filings with securities regulatory authorities in Canada on SEDAR+ (www.sedarplus.ca). Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available on SEDAR+ (www.sedarplus.ca).The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any forward-looking statements, other than as required by law.SOURCE Urano Energy Corp.
Original: AERO ENERGY, URANO ENERGY AND PEGASUS RESOURCES ANNOUNCE CLOSING OF $10.5 MILLION SUBSCRIPTION RECEIPT PRIVATE PLACEMENT
CA Market News
3月前
Aero Energy, Urano Energy and Pegasus Resources Announce Combination to Create a Premier North American Uranium Explorer & Developer and Up to $6 Million Non-Brokered FinancingMarch 2, 2026 7:00 AM
ACCESS NewswireTHIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESVANCOUVER, BC / ACCESS Newswire / March 2, 2026 / Aero Energy Limited ("Aero"), Urano Energy Corp. ("Urano") and Pegasus Resources Inc. ("Pegasus") (TSXV:PEGA) announce that the companies have entered into definitive arrangement agreements pursuant to which Aero has agreed to acquire all of the issued and outstanding common shares of both Urano (the " Urano Transaction ") and Pegasus (the " Pegasus Transaction " and, together with the Urano Transaction, the " Transactions "). The combined company (the " Combined Company ") is expected to continue under the name "Manhattan Uranium Discovery Corp." and trade under the symbol "MANU".Immediately prior to entering into the Urano Agreement and the Pegasus Agreement (as defined below), Urano and Pegasus terminated the binding letter agreement in respect of a proposed business combination transaction as previously announced in a news release dated December 2, 2025.On closing of the Transactions, shareholders of Urano will receive 0.2 common shares (the " Urano Exchange Ratio ") of Aero (the " Aero Shares ") for each Urano share (the " Urano Shares ") held and Pegasus shareholders will receive 0.133 Aero Shares (the " Pegasus Exchange Ratio ") for each Pegasus share (the " Pegasus Shares ") held.Upon completion of the Transactions, the former shareholders of Urano (the " Urano Shareholders ") will hold approximately 49.3% of the shares of the Combined Company (the " Combined Company Shares "), former shareholders of Pegasus (the " Pegasus Shareholders ") will hold approximately 6.5% of the Combined Company Shares and the current shareholders of Aero will hold approximately 44.2% of the Combined Company Shares. The Transactions imply a value of $0.094 per Urano Share based on the 21-day volume weighted average price (" VWAP ") of Aero and Urano's common shares on TSX Venture Exchange (" TSXV ") and the Canadian Stock Exchange (" CSE ") and a share price of $0.063 per Pegasus Share. The Transactions will be implemented by way of separate plans of arrangement (the " Arrangements ") under the Business Corporations Act (British Columbia) (the " BCBCA "). The Transactions are not conditional upon each other and if one Transaction does not complete for any reason it will not impact the closing of the other Transaction.William Sheriff, Executive Chairman and Director of Urano, stated: "By bringing together complementary teams and assets, we believe this joint effort creates a stronger platform with greater scale and visibility in a market where uranium is increasingly strategic to North American energy security. This combination expands our collective impact-allowing us to align technical expertise, prioritize the most compelling catalysts, and advance a consolidated portfolio with greater focus and discipline."Galen McNamara, Chief Executive Officer and Director of Aero, stated: "Our board and management team bring decades of uranium discovery success, project advancement, and public-market execution. That experience matters as uranium re-emerges as a strategic input to North American energy security-supporting reliable baseload power, electrification-driven demand growth, and renewed focus on domestic fuel supply chains. By consolidating a complementary portfolio of high-quality uranium assets, we believe we can build scale, prioritize capital toward the best catalysts, and pursue a disciplined path to value creation at a pivotal moment for the sector."Christian Timmins, Chief Executive Officer and Director of Pegasus, stated: "We believe this transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning and enhancing the pathway to value creation. With increased scale and a broader, consolidated portfolio, we expect to improve access to capital, sharpen project prioritization, and pursue a more efficient development strategy aligned with today's uranium market fundamentals."Strategic Rationale for the TransactionsCreation of a Leading North American Pure Uranium Platform: 15 past-producing Uranium mines on 25 underexplored properties covering 25,099 acres in the United States along with Athabasca Basin high-grade potential.Elite Uranium Team : Combines management, technical and capital markets experts with proven uranium development records from senior roles at EnCore Energy, Union Carbide, General Atomics, NexGen Energy, and Alpha Minerals.Expanded Historical Resource Base for Accelerated Growth: The Transaction consolidates significant historical mineral resources with excellent growth potential between the United States-based projects positioning the combined company to accelerate exploration and development towards production.Positioned for the American Nuclear Renaissance: High-quality basket of assets in top-tier jurisdictions to capitalize on surging domestic demand with uranium now classified as a critical mineral by the United States Geological Survey.Enhanced Capital Markets Profile and Liquidity: Boosts the Combined Company's visibility and peer standing upon closing, paving the way for stronger investor interest and share momentum. An expected increase in market exposure from high-profile United States assets enhances the Combined Company's appeal to global investors, supporting potential inclusion in uranium-focused indices and ETFs.Full Board Support : The respective Transactions have been unanimously approved by the board of directors of each of Aero, Urano and Pegasus. The Urano board of directors (the " Urano Board ") and Pegasus board of directors (the " Pegasus Board ") have both unanimously recommended that the Urano Shareholders and Pegasus Shareholders vote in favour of the respective Arrangements.Shareholder Support : All of the directors and executive officers of Urano and Pegasus, representing in aggregate approximately 11% and 4% of the issued and outstanding Urano Shares and Pegasus Shares, respectively, have agreed to vote in favour of the respective Transactions.Figure 1: Project Locations Figure 2: Colorado Plateau Project Locations Board of Directors of the Combined CompanyThe Combined Company's board of directors will be comprised of William Sheriff as Chairman, Galen McNamara, John Hamrick, Grace Marosits, and Garrett Ainsworth.The Combined Company will be managed by Galen McNamara as CEO, Carson Halliday as CFO, and Christian Timmins as VP Corporate Development.Board of Directors' Recommendation and Voting SupportThe Urano Agreement and the Urano Transaction have been unanimously approved by the boards of directors of each of Aero and Urano, and the Urano Board has recommended that Urano Shareholders vote in favour of the Urano Transaction. Each of the directors and senior officers of Urano, representing in aggregate approximately 11% of the issued and outstanding Urano Shares, have entered into voting support agreements with Urano and have agreed to vote in favour of the Urano Transaction at the special meeting of shareholders of Urano to be held to consider the Urano Transaction.The Pegasus Agreement and the Pegasus Transaction have been unanimously approved by the boards of directors of each of Aero and Pegasus, and the Pegasus Board has recommended that Pegasus Shareholders vote in favour of the Pegasus Transaction. Each of the directors and senior officers of Pegasus, representing in aggregate approximately 4% of the issued and outstanding Pegasus Shares, have entered into voting support agreements with Pegasus and have agreed to vote in favour of the Pegasus Transaction at the special meeting of shareholders of Pegasus to be held to consider the Pegasus Transaction.Legal UpdateAero reports that it, together with certain subsidiaries and other parties, has been named as a defendant in a civil action commenced in the State of Nevada pro-se by William Matlack in connection with historical transactions involving certain mineral claims located in Lander County, Nevada. The plaintiff alleges, among other things, breach of contract, breach of fiduciary duty, and related claims arising from agreements and transactions involving entities that previously held interests in the Apex property area. The Company believes the allegations are without merit and intends to vigorously defend the action. At this time, the Company is unable to determine the outcome of the proceeding or the potential financial impact, if any.Summary of the TransactionsUrano TransactionUnder the terms of the definitive arrangement agreement (the " Urano Agreement ") between Aero and Urano, on closing of the Urano Transaction, each Urano Shareholder will receive 0.2 Aero Shares for each Urano Share held under a court-approved plan of arrangement. Aero will issue a total of approximately 40,313,034 Aero Shares (assuming no exercise of existing warrants or options) to the former Urano Shareholders, valuing Urano's equity at approximately $19M. Following the completion of the Urano Transaction, the current Urano Shareholders will hold approximately 49.2% of the issued and Combined Company Shares (assuming that the Pegasus Transaction is also completed). The Urano Transaction will be effected by way of a plan of arrangement under the BCBCA, requiring the approval of: (i) at least 66 2/3% of the votes cast by Urano Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Urano Shareholders, excluding votes attached to Urano Shares held by any person as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), at a special meeting of Urano Shareholders expected to be convened in late April 2026 (the " Urano Meeting "). An information circular providing further information regarding the Urano Transaction will be provided to Urano Shareholders in connection with the Urano Meeting.Pursuant to the Arrangement, each option of Urano outstanding and unexercised immediately prior to the effective time of the Arrangement (each, a " Urano Option ") will be exchanged for an option to purchase common shares of Aero (each, an " Replacement Urano Option "). Each Replacement Urano Option will be exercisable to acquire that number of Aero Shares equal to the number of Urano Shares that could have been acquired upon exercise of the applicable Urano Option immediately prior to the effective time, multiplied by the Urano Exchange Ratio, at an exercise price per Aero Share equal to the exercise price per Urano Share under such Urano Option divided by the Urano Exchange Ratio. All other terms and conditions of the Urano Options, including the expiry date, vesting provisions and other applicable terms, will remain unchanged and will continue to govern the Replacement Urano Option.In accordance with their terms and the Arrangement Agreement, each share purchase warrant of Urano (the " Urano Warrants ") outstanding immediately prior to the effective time will thereafter entitle the holder to acquire, upon exercise, such number of Aero Shares as the holder would have received if the holder had exercised the Urano Warrant immediately prior to the effective time of the Arrangement, multiplied by the Urano Exchange Ratio, at an exercise price adjusted in accordance with such exchange ratio. All other terms and conditions of the Urano Warrants, including expiry dates and exercise provisions, will remain unchanged.In addition to Urano Shareholder and Court approvals, the Urano Transaction is subject to approval of the TSXV, the CSE and the satisfaction of certain other closing conditions customary in transactions of this nature. The Urano Transaction is expected to close in late May 2026.The Urano Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Urano Agreement also includes provision for the payment of a break fee of $450,000 by Urano to Aero in the event that it is terminated under certain circumstances.Aero has also agreed to provide Urano with a secured bridge loan in the principal amount of up to $1,000,000 (the " UranoBridge Loan "). Pursuant to the Urano Bridge Loan, the outstanding principal balance owing to Aero bears interest at the annual rate of 7.5% and is secured by a share pledge agreement over the shares of Urano's U.S. subsidiary, C2C Nuclear Inc. The Urano Bridge Loan will become repayable within ten business days of the termination of the Urano Agreement or the completion of the Urano Transaction.Urano has also entered into a definitive agreement with an arms-length third party to sell the Sonora Gulch gold project in the Yukon Territory for a cash payment of $280,000.Pegasus TransactionUnder the terms of the definitive arrangement agreement (the " Pegasus Agreement ") between Aero and Pegasus, on closing of the Pegasus Transaction, each Pegasus Shareholder will receive 0.133 Aero Shares for each Pegasus Share held under a court-approved plan of arrangement (the " Pegasus Transaction "). Aero will issue a total of approximately 5,316,631 Aero Shares (assuming no exercise of existing warrants or options) to the former Pegasus Shareholders, valuing Pegasus' equity at approximately $2.5M. Following the completion of the Pegasus Transaction, the current Pegasus Shareholders will hold approximately 6.5% of the issued and outstanding Combined Company Shares (assuming that the Urano Transaction is also completed). The Pegasus Transaction will be effected by way of a plan of arrangement under the BCBCA, requiring the approval of: (i) at least 66 2/3% of the votes cast by Pegasus Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Pegasus Shareholders, excluding votes attached to Urano shares held by any person as required under MI 61-101, at a special meeting of Pegasus Shareholders expected to be convened in late April 2026 (the " Pegasus Meeting "). An information circular providing further information regarding the Pegasus Transaction will be provided to Pegasus Shareholders in connection with the Pegasus Meeting.Pursuant to the Arrangement, each option of Pegasus outstanding and unexercised immediately prior to the effective time of the Arrangement (each, a " PegasusOption ") will be exchanged for an option to purchase common shares of Aero (each, an " Replacement PegasusOption "). Each Replacement Pegasus Option will be exercisable to acquire that number of Aero Shares equal to the number of Pegasus Shares that could have been acquired upon exercise of the applicable Pegasus Option immediately prior to the effective time, multiplied by the Pegasus Exchange Ratio, at an exercise price per Aero Share equal to the exercise price per Pegasus Share under such Pegasus Option divided by the Pegasus Exchange Ratio. All other terms and conditions of the Pegasus Options, including the expiry date, vesting provisions and other applicable terms, will remain unchanged and will continue to govern the Replacement Pegasus Option.In accordance with their terms and the Arrangement Agreement, each share purchase warrant of Pegasus (the " PegasusWarrants ") outstanding immediately prior to the effective time will thereafter entitle the holder to acquire, upon exercise, such number of Aero Shares as the holder would have received if the holder had exercised the Pegasus Warrant immediately prior to the effective time of the Arrangement, multiplied by the Pegasus Exchange Ratio, at an exercise price adjusted in accordance with such exchange ratio. All other terms and conditions of the Pegasus Warrants, including expiry dates and exercise provisions, will remain unchanged.In addition to Pegasus Shareholder and Court approvals, the Pegasus Transaction is subject to approval of the TSXV and the satisfaction of certain other closing conditions customary in transactions of this nature. The Pegasus Transaction is expected to close in late May 2026.The Pegasus Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Arrangement Agreement also includes provision for the payment of a break fee of $75,000 by Pegasus to Aero in the event that it is terminated under certain circumstances.Aero has also agreed to provide Pegasus with a secured bridge loan in the principal amount of up to $80,000 (the " PegasusBridge Loan "). Pursuant to the Pegasus Bridge Loan, the outstanding principal balance owing to Aero bears interest at the annual rate of 7.5% and is secured by a share pledge agreement over the certain marketable securities held by Pegasus. The Pegasus Bridge Loan will become repayable within ten business days of the termination of the Pegasus Agreement or the completion of the Pegasus Transaction.Advisors and CounselEventus Capital Corp. is acting as exclusive financial advisor to Aero. Forooghian + Company Law Corporation is acting as Canadian legal advisor to Aero. Morton Law LLP is acting as Canadian legal advisor to Urano and Pegasus.Aero FinancingsAero Subscription Receipt FinancingIn connection with the Urano Transaction, Aero will conduct a non-brokered private placement offering (the " Aero Subscription Receipt Financing ") consisting of the issuance of up to 12,500,000 subscription receipts of Aero (" Aero Subscription Receipts ") at a price of $0.40 per Aero Subscription Receipt for gross proceeds of up to $5,000,000.Upon the satisfaction of the Escrow Release Conditions (as defined herein) and without payment of any additional consideration and without further action on the part of the holder thereof, each Aero Subscription Receipt will convert into one unit of Aero (a " AeroUnit "), with each Aero Unit comprised of one Aero Share and one Aero Share purchase warrant (a " AeroWarrant "). Each Aero Warrant is exercisable to acquire one Aero Share at a price of $0.60 for a period of two years following the closing date.The Combined Company plans to use the net proceeds of the Aero Subscription Receipt Financing as follows: (i) the advancement of the Company's uranium project portfolio in North American, (ii) the repayment of the Urano Bridge Loan, (iii) the costs of completing the Transactions, and (iv) working capital and general corporate purposes.The Aero Subscription Receipt Financing is anticipated to close on or about March 23, 2026. The closing of the Aero Subscription Receipt Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV. Finder's fees may be payable on the Aero Subscription Receipt Financing in accordance with TSXV policies.The gross proceeds of the Aero Subscription Receipt Financing (the " Escrowed Funds ") will be deposited and held by an escrow agent (the " Escrow Agent ") pursuant to the terms of a subscription receipt agreement to be entered into on the closing date among Aero and the Escrow Agent. The Escrowed Funds will be released from escrow to the Combined Company, as applicable, upon satisfaction of certain escrow release conditions (collectively, the " Escrow Release Conditions ") no later than the 90th day following the closing date (the " Escrow Release Deadline ").If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or (ii) Urano has advised Aero and/or the public that it does not intend to proceed with the Urano Transaction, then all of the issued and outstanding Aero Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Aero Subscription Receipts an amount equal to the issue price of the Aero Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Aero's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.Aero Unit FinancingIn connection with the Urano Transaction, Aero will conduct a non-brokered private placement offering (the " Aero FT Unit Financing ") consisting of the issuance of up to 1,694,915 charity flow-through units of Aero (" Aero FT Units ") at a price of $0.59 per Aero FT Unit for gross proceeds of up to approximately $1,000,000.Each Aero FT Unit will be comprised of one flow-through Aero Share and one Aero Share purchase warrant (an " AeroWarrant "). Each Aero Warrant is exercisable to acquire one Aero Share at a price of $0.60 for a period of two years following the closing date.The Combined Company plans to use the gross proceeds of the Aero Unit Financing to incur (i) eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) and (ii) "eligible flow-through mining expenditures, as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the " Qualifying Expenditures ") related to the Combined Company's projects in Saskatchewan, on or before December 31, 2027. Such Qualifying Expenditures will be renounced in favour of the subscribers of the CFT Subscription Receipts effective December 31, 2026.The Aero Unit Financing is anticipated to close on or about March 23, 2026. The closing of the Aero Unit Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV. Finder's fees may be payable on the Aero Unit Financing in accordance with TSXV policies.Aero Project OverviewAero, following its successful merger with Kraken Energy Corp., has established a robust portfolio of uranium assets across North America, strategically positioned to capitalize on surging demand for domestic uranium supply amid the American nuclear renaissance and uranium's designation as a critical mineral.In Saskatchewan's world-class Athabasca Basin, Aero controls a district-scale land package on the north rim near Uranium City, including the Strike and Murmac projects (under option agreements with Fortune Bay Corp., where Aero can earn up to 70% interest). These assets feature over 50 shallow drill-ready targets across more than 100 km of prospective horizon. Recent drilling at Murmac's Howland Lake North target delivered a notable intercept of 8.4 m at 0.3% U3O8 (with peaks up to 13.8% U3O8 over 0.1 m) just 64 m below surface, confirming potential for shallow, high-grade, basement-hosted unconformity-style mineralization. Upcoming summer and winter programs at Murmac and Strike will further advance these underexplored targets with strong radon anomalies and historical high-grades.Complementing the Canadian focus, Aero's U.S. portfolio includes the Apex Uranium Project in Nevada-100%-owned and recognized as the state's largest past-producing uranium mine, located 5 km south of Austin in Lander County, Apex benefits from excellent infrastructure (road access, electricity, water,