AERO ENERGY, URANO ENERGY AND PEGASUS RESOURCES ANNOUNCE CLOSING OF $10.5 MILLION SUBSCRIPTION RECEIPT PRIVATE PLACEMENT

Executive Summary

• Aero Energy, Urano Energy, and Pegasus Resources have closed a $10.5 million non-brokered private placement of 26,249,999 subscription receipts at $0.40 per receipt.
• The financing is integral to the court-approved plan of arrangements to combine the three companies into a new entity named "Manhattan Uranium Discovery Corp." (TSXV: MANU).
• Proceeds are designated for advancing uranium projects in North America, repaying a $1M secured bridge loan to Urano, covering transaction costs, and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement of 26,249,999 Subscription Receipts.
• Price and Proceeds: Priced at $0.40 per Subscription Receipt, generating gross proceeds of $10,500,000.
• Conversion Terms: Each Subscription Receipt converts into one Unit of Aero upon satisfaction of Escrow Release Conditions. Each Unit consists of one common share and one share purchase warrant.
• Warrant Terms (Units): Each warrant is exercisable to acquire one share at $0.60 until March 31, 2028.
• Finder’s Fees: The company incurred cash finder's fees of $415,498 and issued 1,038,745 Finder's Warrants.
• Finder's Warrant Terms: Exercisable to acquire one share at $0.40 until March 31, 2028. These fees and warrants are held in escrow.
• Escrow Conditions: Gross proceeds are held by an escrow agent and will be released no later than the 90th day following closing (June 29, 2026), contingent on "Escrow Release Conditions."
• Refund Provision: If Escrow Release Conditions are not met by the deadline, or if Urano abandons the transaction, Subscription Receipts are cancelled, and holders receive their issue price plus pro-rata interest. Aero is liable for any shortfall.
• Use of Proceeds:
  1. Advancement of the Company's uranium project portfolio in North America.
  2. Repayment of Aero's secured bridge loan of up to $1,000,000 to Urano.
  3. Costs of completing the Transactions.
  4. Working capital and general corporate purposes.
• M&A Context: The financing supports the combination of Aero Energy, Urano Energy, and Pegasus Resources. The combined company will trade under the symbol "MANU" on the TSX Venture Exchange.
• Finders: Eventus Capital Corp. and PowerOne Capital Markets Limited acted as finders for a portion of the financing.

Notable Quotes

• Galen McNamara, Chief Executive Officer, Aero Energy Limited
• Jason Bagg, Chief Executive Officer, Urano Energy Corp.
• Christian Timmins, Chief Executive Officer, Pegasus Resources Inc.