Rush Rare enters renewed LOI with Myriad Uranium

Executive Summary

• Rush Rare Metals has entered into a renewed Letter of Intent (LOI) with Myriad Uranium Corp. for a proposed merger via a statutory plan of arrangement, following previous announcements in August and October 2025.
• Under the proposed terms, Myriad would acquire 100% of Rush’s common shares in exchange for one Myriad share for every 1.85 Rush shares (exchange ratio of 0.5405 Myriad shares per Rush share).
• Rush will create a subsidiary ("Rush spinco") to hold its Boxi property in Quebec, with Rush shareholders receiving shares of this spinco as part of the arrangement.

Key Details

• Transaction Structure: Statutory plan of arrangement where Myriad acquires 100% of Rush.
• Exchange Ratio: 1 Myriad common share for every 1.85 Rush common shares (0.5405 Myriad shares per Rush share).
• Convertible Securities: All Rush convertible securities will cease to be exercisable for Rush shares and will instead be exercisable for Myriad shares, adjusted for the exchange ratio.
• Spinco Creation: Rush will transfer all rights to the Boxi property (Quebec) to a new subsidiary, Rush spinco. Shareholders of Rush on the effective date will receive shares of Rush spinco.
• Copper Mountain Project: Myriad currently holds a 75% interest in the Copper Mountain uranium project (Wyoming, USA) via a property option agreement dated Oct 18, 2023, having incurred over $5.5 million in eligible expenditures. The merger aims to simplify ownership to 100% for Myriad.
• Timeline: Parties have 30 days from the LOI execution to negotiate and enter into a definitive agreement.
• Conditions Precedent:
  • Negotiation and execution of a definitive agreement.
  • Approval of Rush shareholders.
  • Approval of the B.C. Supreme Court.
  • Approval of the Canadian Securities Exchange (CSE).
• Post-Closing Status: Rush will become a wholly owned subsidiary of Myriad and will be delisted from the CSE. Myriad shareholder approval is not anticipated.
• Fairness Opinions: Both companies have already obtained draft fairness opinions.

Notable Quotes

• Peter Smith, CEO of Rush Rare Metals: "This is a significant step we've been working toward... We now have a relatively short period of 30 days to complete a definitive merger agreement... With the ownership of Copper Mountain simplified, we fully expect the value of Myriad and, by extension, any shares in Myriad ultimately held by Rush shareholders to gain additional positive market traction and interest."
• Peter Smith, CEO of Rush Rare Metals: "In addition, we have high hopes for the resulting spinco, which we expect will have the Boxi property and a new team, and could potentially give current Rush shareholders some exciting additional value over and above what the Myriad team can accomplish with Copper Mountain going forward."