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 Financing

Executive Summary

• Aero Energy Limited (TSXV: AERO) has entered into definitive arrangement agreements to acquire Urano Energy Corp. (CSE: UE) and Pegasus Resources Inc. (TSXV: PEGA) in a combined transaction that will result in the formation of a new entity named "Manhattan Uranium Discovery Corp." (TSXV: MANU).
• The transactions involve a share exchange ratio of 0.2 Aero shares for each Urano share and 0.133 Aero shares for each Pegasus share, with the combined company valuing Urano at approximately $19M and Pegasus at approximately $2.5M.
• Concurrent with the M&A announcements, Aero is conducting two private placements: a Subscription Receipt Financing for up to $5M and a Flow-Through Unit Financing for up to $1M, with proceeds designated for project advancement, debt repayment, and exploration expenditures.

Key Details

• Transaction Structure: Aero acquires 100% of Urano and Pegasus via separate plans of arrangement under the BCBCA. The transactions are not conditional on each other.
• Exchange Ratios & Valuation:
  • Urano shareholders receive 0.2 Aero shares per Urano share; implied value of $0.094 per Urano share.
  • Pegasus shareholders receive 0.133 Aero shares per Pegasus share; implied value of $0.063 per Pegasus share.
• Post-Transaction Ownership:
  • Former Urano shareholders: ~49.3%
  • Current Aero shareholders: ~44.2%
  • Former Pegasus shareholders: ~6.5%
• Combined Company Details:
  • Name: Manhattan Uranium Discovery Corp.
  • Ticker: MANU
  • Board: William Sheriff (Chairman), Galen McNamara, John Hamrick, Grace Marosits, Garrett Ainsworth.
  • Management: Galen McNamara (CEO), Carson Halliday (CFO), Christian Timmins (VP Corporate Development).
• Financing Details:
  • Aero Subscription Receipt Financing: Up to 12,500,000 subscription receipts at $0.40/unit for gross proceeds up to $5,000,000. Each receipt converts to one unit (1 share + 1 warrant). Warrants exercisable at $0.60 for 2 years. Proceeds to advance uranium projects, repay Urano bridge loan, cover transaction costs, and working capital.
  • Aero FT Unit Financing: Up to 1,694,915 charity flow-through units at $0.59/unit for gross proceeds up to ~$1,000,000. Each unit includes 1 flow-through share + 1 warrant (exercisable at $0.60 for 2 years). Proceeds to fund eligible Canadian exploration expenses (flow-through critical mineral mining expenditures) in Saskatchewan.
• Bridge Loans:
  • Urano Bridge Loan: Up to $1,000,000 secured by shares of Urano's US subsidiary (C2C Nuclear Inc.), 7.5% interest.
  • Pegasus Bridge Loan: Up to $80,000 secured by marketable securities, 7.5% interest.
• Asset Portfolio:
  • Aero: Strike and Murmac projects (Athabasca Basin, Saskatchewan); Apex Uranium Project (Nevada, largest past-producing mine); Huber Hills Property (Nevada).
  • Urano: 23 properties (25,099 acres) in the Colorado Plateau (Utah/Colorado), including I-70 Uranium Project (historical resources ~1.4M lbs U3O8) and Uravan Mineral Belt properties.
  • Pegasus: Energy Sands and Jupiter projects in the San Rafael Uranium District, Utah.
• Legal Update: Aero is named as a defendant in a pro-se civil action in Nevada regarding historical mineral claim transactions; the company intends to defend vigorously.
• Urano Asset Sale: Urano agreed to sell the Sonora Gulch gold project for $280,000 cash.
• Closing Conditions: Requires shareholder approval (66 2/3% vote), court approval, and TSXV/CSE approvals. Expected closing in late May 2026. Shareholder meetings expected in late April 2026.
• Break Fees: Urano to pay $450,000; Pegasus to pay $75,000 to Aero under specific termination circumstances.

Notable Quotes

• William Sheriff, Executive Chairman of Urano: "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."
• Galen McNamara, CEO of Aero: "Our board and management team bring decades of uranium discovery success... 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, CEO of Pegasus: "We believe this transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning and enhancing the pathway to value creation."