Urano Energy Announces Binding Letter Agreement to Acquire Pegasus Resources Inc.

Executive Summary

• Urano Energy Corp. entered into a binding Letter Agreement to acquire 100% of Pegasus Resources Inc.’s outstanding shares on an exchange‑ratio basis of 0.7 Urano Units per Pegasus share.
• The transaction will combine Urano’s I‑70 project with Pegasus’ Energy Sands and Jupiter projects (≈3,900 acres) that host historic uranium mineralization and recent high‑grade surface samples.
• Upon closing, Urano shareholders will own ~86.75% of the combined company and Pegasus shareholders ~13.25%; Pegasus will nominate one director to Urano’s board.

Key Details

• Exchange Ratio: 0.7 Urano Units for each Pegasus share.
• Urano Unit Composition: 1 common share + ½ share‑purchase warrant (exercise price $0.15, 18‑month term).
• Post‑Closing Ownership: ~86.75% Urano shareholders; ~13.25% Pegasus shareholders.
• Project Consolidation: Urano’s I‑70 project merged with Pegasus’ Energy Sands and Jupiter projects (≈3,900 acres of unpatented claims in Utah).
• Historical Drill Results (Pegasus): 13 of 41 samples >1.0 % U₃O₈; V₂O₅ values 0.56–>5.0 %; Atlas Corp. historic intercepts >1.0 % U₃O₈ within 20 ft of surface over ≥2.5 ft.
• Permitting: Drill permits already authorized for Jupiter and Energy Sands; downdip extensions remain untested.
• Stock Option/Warrant Treatment: Pegasus options will be exchanged for Urano options on a pro‑rata basis; Pegasus warrants become exercisable for Urano shares per the exchange ratio.
• Corporate Structure: Transaction to be effected as a plan of arrangement (or similar structure) subject to customary regulatory, shareholder and stock‑exchange approvals.
• Board Representation: Pegasus may appoint one director (anticipated: Christian Timmins, CEO of Pegasus); remaining Pegasus board members will resign at closing.
• Conditions to Closing: Execution of definitive agreement, no material adverse change, receipt of all required consents/approvals, satisfactory due diligence, and standard closing conditions; break‑fee provision for superior offers.
• NI 43‑101 Disclosure: Technical content reviewed by qualified geologist Jacob Anderson (CPG, MAusIMM); historical data disclosed with caution regarding reliability.

Notable Quotes

(No direct CEO/President quotes were included in the release.)