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 has entered into definitive arrangement agreements to acquire Urano Energy Corp. and Pegasus Resources Inc., creating a combined entity named "Manhattan Uranium Discovery Corp." (TSXV: MANU).
• The transactions involve a non-brokered private placement financing of up to $6 million to fund the acquisitions, repay bridge loans, and advance uranium projects.
• Shareholders of Urano and Pegasus will receive Aero shares at exchange ratios of 0.2 and 0.133 respectively, with the combined company holding a portfolio of 15 past-producing uranium mines across 25 properties in the US and Canada.

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:
  • Urano shareholders receive 0.2 Aero shares per Urano share.
  • Pegasus shareholders receive 0.133 Aero shares per Pegasus share.
• Post-Transaction Ownership:
  • Former Urano shareholders: ~49.3%
  • Current Aero shareholders: ~44.2%
  • Former Pegasus shareholders: ~6.5%
• Valuation: The transactions imply a value of $0.094 per Urano share and $0.063 per Pegasus share based on 21-day VWAP.
• Financing Details:
  • Aero Subscription Receipt Financing: Up to 12,500,000 subscription receipts at $0.40 each for gross proceeds of up to $5,000,000. Each receipt converts into one unit (one share + one warrant). Warrants are exercisable at $0.60 for two years. Proceeds held in escrow until conditions are met (max 90 days).
  • Aero Unit Financing: Up to 1,694,915 charity flow-through units at $0.59 each for gross proceeds of up to ~$1,000,000. Units consist of one flow-through share and one warrant (exercisable at $0.60 for two years). Proceeds to be used for qualifying Canadian exploration expenses.
  • Total Gross Proceeds: Up to $6,000,000.
• Bridge Loans:
  • Aero provides Urano a secured bridge loan of up to $1,000,000 at 7.5% interest, secured by shares of Urano's US subsidiary.
  • Aero provides Pegasus a secured bridge loan of up to $80,000 at 7.5% interest, secured by marketable securities.
• Asset Portfolio:
  • Combined Company: 15 past-producing uranium mines on 25 underexplored properties covering 25,099 acres in the US and Athabasca Basin.
  • Urano Assets: 23 properties (25,099 acres) in the Colorado Plateau (Utah/Colorado). Includes I-70 Uranium Project with ~1.4M lbs historical resources at ~0.13% U3O8 and additional 295,534 lbs at 0.23% U3O8. Cumulative historical reserve inventory of ~4.5M lbs U3O8.
  • Pegasus Assets: Energy Sands (1,500 acres, fully permitted, historical intercepts >2-3% U3O8) and Jupiter Uranium Project (75% owned, drill-ready, 100+ historical drill holes).
  • Aero Assets: Strike and Murmac projects in Athabasca Basin (50+ shallow drill-ready targets); Apex Uranium Project (Nevada, largest past-producing mine in state); Huber Hills Property (Nevada, historic Race Track open pit).
• Corporate Governance:
  • Combined Board: William Sheriff (Chairman), Galen McNamara, John Hamrick, Grace Marosits, Garrett Ainsworth.
  • Management: Galen McNamara (CEO), Carson Halliday (CFO), Christian Timmins (VP Corporate Development).
• Timeline: Special meetings for Urano and Pegasus shareholders expected late April 2026; expected closing late May 2026.
• Legal Update: Aero is a defendant in a pro-se civil action in Nevada regarding historical mineral claims; management believes allegations are without merit.
• Other Transactions: Urano agreed to sell its Sonora Gulch gold project for $280,000 cash.

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, project advancement, and public-market execution. That experience matters as uranium re-emerges as a strategic input to North American energy security..."
• 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."