Canadian Uranium signs deal to acquire Rook 2

Executive Summary

• Canadian Uranium Corp. has entered into a definitive amalgamation agreement to acquire Rook 2 Uranium Corp., a private company holding an option for 100% interest in 21 mineral claims (approx. 18,941 hectares) in the Athabasca basin, Saskatchewan.
• The transaction will be executed via a three-cornered amalgamation under the BC Business Corporations Act, with Rook 2 shareholders receiving one common share of Canadian Uranium for each Rook 2 share held.
• Approximately 9,663,156 new shares will be issued to Rook 2 shareholders as consideration; no cash or finders' fees are involved in the transaction.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Business Corporations Act (British Columbia) between Canadian Uranium, a wholly owned subsidiary (Subco), and Rook 2.
• Consideration: Rook 2 shareholders receive one common share of Canadian Uranium for every one Rook 2 share.
• Share Issuance: Expected issuance of 9,663,156 company shares to current Rook 2 shareholders.
• Target Assets: Rook 2 holds the sole option to acquire a 100% interest in 21 mineral claims comprising approximately 18,941 hectares in Saskatchewan, located in the prolific Athabasca basin.
• Transaction Costs: No finders' fees will be paid; parties are arm's-length.
• Conditions Precedent: Receipt of necessary regulatory approvals and Rook 2 shareholder approvals.
• Rook 2 Option Terms (Underlying Asset):
  • Grant Date: Nov. 12, 2025.
  • Share Issuance to Optionor: 1,000,000 Rook 2 shares (completed Nov. 12, 2025).
  • Cash Payments to Optionor: Aggregate $4,000,000.
    • $300,000 paid within 15 days of signing (completed).
    • $500,000 due on or before Oct. 31, 2026.
    • $1,200,000 due on or before Oct. 31, 2027.
    • $2,000,000 due on or before Oct. 31, 2028.
  • Exploration Expenditure Requirements:
    • $500,000 by Nov. 12, 2026 ($449,400 incurred as of agreement date).
    • $1,500,000 by Nov. 12, 2027.
    • $2,000,000 by Nov. 12, 2028.
• Investor Relations Engagement: Canadian Uranium engaged Capital Analytica (Triomphe Holdings Ltd.) for marketing and social media services.
  • Fee: $150,000 payable in two tranches over an initial six-month term.
  • Renewal Option: Additional six months at $75,000.
  • Equity Component: 150,000 incentive stock options granted to Capital Analytica, exercisable at $0.75 per share for a three-year period, subject to standard IR vesting provisions.

Notable Quotes

• "As we look to the future, we're excited to build a world-class team and company from the strong foundation we've laid over the past three years. We've worked hard to secure what we believe are the best assets in the industry, and the Rook 2 asset is particularly exciting for us -- starting from a historic resource in the prolific Athabasca basin is a great advantage. We're also proud to honour our roots from the Titan Uranium days by bringing back familiar faces who've been contributors and had success in the Athabasca. Bottom line, something truly special is coming together, and we can't wait to show the world what's next," states Ed Marlow, London-based director and seasoned Canadian uranium veteran.