Urano enters deal to acquire Pegasus Resources

Executive Summary

• Urano Energy Corp. has entered into a binding letter agreement to acquire all issued and outstanding securities of Pegasus Resources Inc. in a proposed business combination.
• The transaction involves consolidating Urano’s I-70 project with Pegasus’s Energy Sands and Jupiter projects, covering approximately 3,900 acres of unpatented mining claims with historic uranium and vanadium mineralization.
• Pegasus shareholders will receive 0.7 Urano units for every Pegasus share, resulting in Pegasus shareholders holding approximately 13.25% of the post-transaction company, while Urano shareholders will hold 86.75%.

Key Details

• Transaction Structure: Binding letter agreement dated Dec. 1, 2025, for a proposed business combination via plan of arrangement or similar structure.
• Exchange Ratio: 0.7 Urano unit for every 1 Pegasus common share.
• Unit Composition: Each Urano unit consists of one common share and one-half of one share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one additional Urano share at an exercise price of $0.15 USD for a period of 18 months from closing.
• Post-Transaction Ownership: Based on current capitalization, Urano shareholders will hold ~86.75% and Pegasus shareholders will hold ~13.25% of outstanding Urano shares.
• Option/Warrant Treatment: Outstanding Pegasus stock options will be exchanged for corresponding Urano options, and outstanding warrants will be exercisable for Urano shares, adjusted by the exchange ratio.
• Board Changes: Pegasus is entitled to nominate one director (Christian Timmins, current CEO of Pegasus) to the Urano board on closing; the remainder of Pegasus's board and management will resign.
• Asset Consolidation: Combines Urano’s I-70 project with Pegasus’s Energy Sands and Jupiter projects.
• Property Details: Jupiter and Energy Sands cover ~3,900 acres with historic underground workings, drilling, and known uranium mineralization.
• Historic Sampling Data (2024): 13 of 41 surface/underground samples returned >1.0% U3O8; 12 of these also returned V2O5 values ranging from 0.56% to >5.0%.
• Historic Drilling Data: Atlas Corp. drilling on Jupiter returned >1.0% U3O8 over minimum 2.5 feet within 20 feet of surface.
• Exploration Status: Drill permits authorized for both Jupiter and Energy Sands; downdip extensions of historic mineralization remain untested.
• Conditions Precedent: Execution of definitive agreement, no material adverse changes, regulatory/stock exchange/shareholder approvals, and completion of customary due diligence.
• Shareholder Approval: Urano shareholder approval is not anticipated to be required.
• Deal Protections: Pegasus is subject to a break fee in the event of a superior offer.
• NI 43-101 Disclosure: Technical content reviewed by Jacob Anderson, CPG, MAusIMM. Historical data is not verified but considered indicative of potential.

Notable Quotes

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