Urano Energy Announces Binding Letter Agreement to Acquire Pegasus Resources Inc.

Executive Summary

• Urano Energy Corp. entered into a binding letter agreement to acquire 100% of Pegasus Resources Inc., consolidating Urano’s I‑70 project with Pegasus’ Energy Sands and Jupiter projects (~3,900 acres).
• The transaction will be executed on an exchange‑ratio basis of 0.7 Urano Units for each Pegasus share; each Urano Unit consists of one common share plus half a warrant (exercise price $0.15, 18‑month term).
• Post‑closing ownership is projected at ≈86.75 % Urano shareholders and ≈13.25 % Pegasus shareholders; Pegasus will nominate one director to Urano’s board.

Key Details

• Transaction Structure: Plan of arrangement (or similar) pending definitive agreement, regulatory, stock exchange and shareholder approvals.
• Exchange Ratio: 0.7 Urano Units per Pegasus Share.
• Urano Unit Composition: 1 Urano common share + ½ Urano warrant (full warrant = right to purchase one additional Urano share at $0.15).
• Warrant Terms: Exercise price $0.15; exercisable for 18 months after closing.
• Ownership Outcome: Urano shareholders ~86.75 % of outstanding Urano shares; Pegasus shareholders ~13.25 %.
• Option/Warrant Conversion: All outstanding Pegasus stock options and warrants will be exchanged/adjusted on the same 0.7 exchange ratio.
• Board Representation: Pegasus to nominate one director (anticipated: Christian Timmins, CEO of Pegasus); remaining Pegasus board members will resign at closing.
• Property Consolidation: Combines Urano’s I‑70 project with Pegasus’ Energy Sands and Jupiter projects, which contain historic underground workings, drilling, and uranium mineralization (13 of 41 samples >1 % U₃O₈; historical intercepts >1 % U₃O₈ within 20 ft of surface).
• Drilling Permits: Authorized for both Jupiter and Energy Sands projects.
• Closing Conditions: Execution of definitive agreement, no material adverse change, required consents/approvals, satisfactory due diligence, standard deal protections (including a break‑fee payable by Pegasus if a superior offer arises).
• Qualified Person Review: Technical content reviewed by Jacob Anderson, CPG, MAusIMM, Qualified Person under NI 43‑101.

Notable Quotes

(No direct quotes were provided in the release.)