Aero, Urano, Pegasus boost receipt financing to $10.5M

Executive Summary

• Aero Energy Ltd., Urano Energy Corp., and Pegasus Resources Inc. have upsized their combined subscription receipt financing to up to 26.25 million receipts at $0.40 per receipt, generating aggregate gross proceeds of up to $10.5 million.
• The financing is integral to a definitive arrangement agreement to combine the three entities into a new company named Manhattan Uranium Discovery Corp. (TSXV: MANU).
• Proceeds will be used to advance the combined uranium project portfolio in North America, repay the Urano bridge loan, cover transaction costs, and provide working capital.

Key Details

• Financing Structure: Upsized to up to 26.25 million Aero subscription receipts.
• Price: 40 cents ($0.40) per Aero subscription receipt.
• Gross Proceeds: Up to $10.5 million from the Aero subscription receipt financing.
• Additional Financing: The previously announced charity flow-through unit financing remains unchanged at gross proceeds of up to $1 million.
• M&A Transaction: The financing is conducted in connection with a court-approved plan of arrangements to combine Aero, Urano, and Pegasus.
• New Entity: The combined company will trade under the symbol MANU on the TSX Venture Exchange.
• Conversion Terms: Each Aero subscription receipt converts into one Aero unit (one common share + one share purchase warrant) upon satisfaction of escrow release conditions.
• Warrant Terms: Each Aero warrant is exercisable to acquire one Aero share at an exercise price of 60 cents ($0.60) for a period of two years following the closing date.
• Use of Proceeds:
  1. Advancement of the company's uranium project portfolio in North America.
  2. Repayment of the Urano bridge loan.
  3. Costs of completing the transactions.
  4. Working capital and general corporate purposes.
• Closing Date: Anticipated on or about March 23, 2026.
• Escrow Arrangement: Gross proceeds are held by an escrow agent. Funds are released to the combined company upon satisfaction of escrow release conditions, no later than the 90th day following the closing date.
• Escrow Release Conditions: If conditions are not met by the deadline or if Urano does not intend to proceed, subscription receipts are cancelled, and funds (plus pro rata interest) are returned to holders. Aero is liable for any shortfall.
• Finders: Eventus Capital Corp. and PowerOne Capital Markets Ltd. appointed as finders.

Notable Quotes

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