Myriad Uranium Enters Binding Letter of Intent to Merge with Rush Rare Metals Corp.

Executive Summary

• Myriad Uranium Corp. entered into a binding, updated Letter of Intent (LOI) with Rush Rare Metals Corp. to merge, whereby Myriad will acquire 100% of Rush’s common shares via a statutory plan of arrangement.
• The transaction uses an exchange ratio of 1 Rush Share → 0.5405 Myriad Shares (or 1 Myriad Share for every 1.85 Rush Shares), representing an 18‑22 % premium to Rush shareholders based on recent market prices and VWAP.
• Upon completion, Rush will become a wholly‑owned subsidiary of Myriad, be delisted from the CSE, and its Boxi Property will be transferred to a newly created subsidiary (Rush Spinco) for distribution to Rush shareholders in addition to Myriad Shares.

Key Details

• Exchange Ratio: 1 Myriad Share per 1.85 Rush Shares (equivalently, 1 Rush Share → 0.5405 Myriad Shares).
• Premium Assessment:
• 18 % premium based on C$0.425 (Myriad) vs. C$0.195 (Rush) closing prices on Jan 6, 2025.
• 22 % premium based on a 20‑day VWAP prior to LOI execution.
• Transaction Structure: Statutory plan of arrangement; binding LOI obligates both parties to negotiate a definitive agreement within 30 days.
• Convertible Securities: All Rush convertible securities will be converted to Myriad Shares, adjusted for the exchange ratio.
• Boxi Property Transfer: Rush will create “Rush Spinco” and transfer its Boxi Property (Quebec) into that subsidiary; shareholders of Rush at merger closing will receive shares of Rush Spinco in addition to Myriad Shares.
• Option Agreement Context: Myriad already holds a 75 % interest in the Copper Mountain Uranium Project, earned by spending > C$5.5 million on eligible expenditures under an October 18, 2023 option agreement (amended).
• Strategic Rationale: Consolidating 100 % ownership of Copper Mountain is viewed as more valuable than separate holdings; it simplifies operations and accelerates value creation for both companies.
• Regulatory & Closing Conditions: Completion subject to due diligence, definitive agreement execution, Rush shareholder approval, British Columbia Supreme Court sanction, and CSE approval. Myriad shareholders’ approval not required.
• Post‑Merger Status: Rush becomes a wholly‑owned subsidiary of Myriad; Rush shares will be delisted from the CSE.

Notable Quotes

“Strong results from our Fall 2024 drill program… and the discovery of substantial additional historical data at Copper Mountain have significantly enhanced our understanding… Consolidating 100 % ownership as efficiently as possible makes eminent sense.” – Thomas Lamb, President & CEO, Myriad Uranium Corp.

All forward‑looking statements are subject to risks and uncertainties detailed in the release.