Aero arranges $5M placement, amends Murmac option

Executive Summary

• Aero Energy Ltd. announced a non-brokered private placement offering up to $5 million in gross proceeds, consisting of non-flow-through and charity flow-through shares.
• The company amended its option agreement for the Murmac and Strike uranium projects, providing flexibility to earn an initial 51% interest by March 15, 2026, either through incurred expenditures or a cash deposit.
• Aero elected to relinquish its option on the Sun Dog uranium project to concentrate resources on higher-priority assets in Saskatchewan and Nevada.

Key Details

• Financing Structure:
  • Non-Flow-Through Shares (NFT): Up to 10,869,565 postconsolidation common shares at $0.23 per share, raising up to ~$2.5 million.
  • Charity Flow-Through Shares (CFT): Up to 7,142,857 postconsolidation common shares at $0.35 per share, raising up to ~$2.5 million.
  • Finder: Eventus Capital Corp. appointed as finder; finders' fees may be paid per TSX Venture Exchange policies.
  • Use of Proceeds (NFT): Finance exploration/advancement of uranium properties in Saskatchewan and Nevada, plus general working capital.
  • Use of Proceeds (CFT): Incur eligible Canadian exploration expenses (flow-through critical mineral mining expenditures) and eligible flow-through mining expenditures in Saskatchewan on or before Dec 31, 2026. Qualifying expenditures to be renounced to subscribers effective Dec 31, 2025.
  • Closing: Expected on or about Dec 23, 2025.
  • Hold Period: No hold period in Canada (subject to exchange requirements).
  • Consolidation: Offering is linked to a proposed 1-for-10 share consolidation (details in release dated Dec 9, 2025).
• Murmac and Strike Projects (Option Amendment):
  • Current Status: Aero has incurred/financed ~$2.5 million in exploration expenditures.
  • Remaining Requirement: ~$500,000 in remaining exploration expenditures plus cash/share payments to earn an initial 51% interest.
  • New Deadline: March 15, 2026.
  • Flexibility: Aero can meet the remaining expenditure requirement by (i) incurring/financing the costs, (ii) paying a cash deposit equal to the remaining expenditures to the optionor (who must spend it by Oct 31, 2026, returning any unused portion), or (iii) a combination of both.
  • Future Options: The second and third options to earn an additional 19% interest (totaling 70%) remain unchanged.
• Sun Dog Project:
  • Action: Option agreement with Standard Uranium Ltd. relinquished.
  • Reason: Part of portfolio review and capital allocation strategy to focus on highest-priority projects.
  • Status: All Year 1 commitments fully satisfied.