Aero Energy, Urano Energy and Pegasus Resources Announce Combination to Create a Premier North American Uranium Explorer & Developer and Up to $6 Million Non-Brokered Financing

Executive Summary

• Aero Energy will acquire 100 % of Urano Energy and Pegasus Resources via two separate plans of arrangement, creating the combined company “Manhattan Uranium Discovery Corp.” (ticker MANU).
• The transactions value Urano at ~ $19 M (≈0.094 Aero shares per Urano share) and Pegasus at ~ $2.5 M (≈0.063 Aero shares per Pegasus share); post‑closing ownership will be 49.3 % Urano shareholders, 6.5 % Pegasus shareholders, 44.2 % Aero shareholders.
• Aero is simultaneously launching two non‑brokered financings: up to $5 M via subscription receipts (12.5 M receipts at $0.40 each) and up to $1 M via flow‑through units (1.694 915 units at $0.59 each). Net proceeds will fund the uranium portfolio, repay bridge loans, cover transaction costs and provide working capital.

Key Details

• Transaction Structure
• Urano Transaction: Exchange ratio 0.2 Aero shares per Urano share; ~40.3 M new Aero shares to be issued; valuation ≈ $19 M.
• Pegasus Transaction: Exchange ratio 0.133 Aero shares per Pegasus share; ~5.32 M new Aero shares to be issued; valuation ≈ $2.5 M.

• Both arrangements are separate BCBCA plans of arrangement, each requiring ≥66⅔ % shareholder approval and applicable court/stock‑exchange consents. Expected closing: late May 2026.

• Ownership Post‑Combination

• Former Urano shareholders – ~49.3 % of MANU
• Former Pegasus shareholders – ~6.5 % of MANU

• Current Aero shareholders – ~44.2 % of MANU

• Bridge Loans

• Urano Bridge Loan: up to $1 M, 7.5 % interest, secured by shares of U.S. subsidiary C2C Nuclear Inc.; repayable within 10 business days of termination or closing.

• Pegasus Bridge Loan: up to $80 k, 7.5 % interest, secured by marketable securities; same repayment terms.

• Financing – Aero Subscription Receipt Offering

• Up to 12.5 M subscription receipts at $0.40 each → gross proceeds ≤ $5 M.
• Each receipt converts into one Aero unit (1 share + 1 warrant). Warrants exercisable at $0.60 for two years post‑closing.
• Use of proceeds: advance uranium projects, repay Urano bridge loan, cover transaction costs, working capital/general corporate.

• Anticipated closing: ~23 Mar 2026; subject to TSXV and other regulatory approvals.

• Financing – Aero Flow‑Through Unit Offering

• Up to 1.694 915 FT units at $0.59 each → gross proceeds ≈ $1 M.
• Each unit = 1 flow‑through share + 1 warrant (exercise price $0.60, two‑year term).

• Proceeds earmarked for eligible Canadian exploration expenses and flow‑through mining credits in Saskatchewan (qualifying expenditures through 31 Dec 2027).

• Strategic Rationale

• Creation of a leading North American pure uranium platform with 15 past‑producing mines on 25 underexplored U.S. properties plus high‑grade Athabasca Basin assets.
• Combined technical team includes veterans from EnCore, NexGen, Alpha Minerals, etc.

• Enhanced market visibility and potential inclusion in uranium‑focused indices/ETFs.

• Board & Management of Combined Company

• Chairman: William Sheriff (Urano)
• CEO: Galen McNamara (Aero)
• CFO: Carson Halliday

• VP Corporate Development: Christian Timmins (Pegasus)

• Legal / Litigation Note

• Aero disclosed being named as a defendant in a Nevada civil action concerning historic mineral‑claim transactions; company asserts claims are without merit and will defend vigorously.

Notable Quotes

“By bringing together complementary teams and assets, we believe this joint effort creates a stronger platform with greater scale and visibility…” – William Sheriff, Executive Chairman, Urano

“Our board and management team bring decades of uranium discovery success…we can build scale, prioritize capital toward the best catalysts…” – Galen McNamara, CEO, Aero

“This transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning…” – Christian Timmins, CEO, Pegasus