Rush Rare Metals signs LOI to merge into Myriad Uranium

Executive Summary

• Myriad Uranium Corp. and Rush Rare Metals Corp. have signed a Letter of Intent (LOI) for a proposed statutory plan of arrangement under which Myriad would acquire 100% of Rush Rare Metals.
• The transaction involves a share exchange ratio of one Myriad common share for every two Rush common shares, with Rush's convertible securities adjusting to be exercisable for Myriad shares.
• As part of the arrangement, Rush will transfer its Boxi property in Quebec to a new subsidiary (Rush Spinco), allowing Rush shareholders to receive shares in both Myriad and Rush Spinco.

Key Details

• Transaction Structure: Statutory plan of arrangement where Myriad acquires 100% of Rush.
• Exchange Ratio: 1 Myriad common share for every 2 Rush common shares issued and outstanding.
• Convertible Securities: All Rush convertible securities cease to be exercisable for Rush shares and become exercisable for Myriad shares, with adjustments for the exchange ratio.
• Asset Separation: Rush will create a subsidiary, "Rush Spinco," to which it transfers all rights to the Boxi property in Quebec.
• Shareholder Benefit: Rush shareholders will receive shares in Myriad and shares in Rush Spinco (representing the Boxi property).
• Copper Mountain Context: The merger is driven by the desire for unified ownership of the Copper Mountain project in Wyoming. Myriad currently holds an initial 50% interest (exercised Oct 24, 2024) with an option to earn an additional 25% (total 75%) via $4 million in exploration expenditures.
• Due Diligence: Mutual due diligence period of up to 60 days; either party may terminate if unsatisfied.
• Conditions Precedent:
  • Completion of mutual due diligence.
  • Negotiation and execution of a definitive agreement.
  • Approval of Rush shareholders.
  • Approval of the British Columbia 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.

Notable Quotes

• Thomas Lamb, CEO of Myriad Uranium: "Management of both companies strongly believe that Copper Mountain's value will be significantly higher under unified ownership... Having the entire property under Myriad's ownership should drive increased market valuation, and attract important institutional and strategic investors and relationships."
• Peter Smith, CEO of Rush Rare Metals: "By engaging in the planned merger, Rush shareholders get a new share interest in a single owner, Myriad, and will also potentially benefit from an enhanced value in Copper Mountain... In addition, all Rush shareholders at the merger date would retain an interest in Rush's Boxi property through new shares issued in the Rush Spinco, essentially meaning they get shares in two companies going forward."