Rush Rare Metals Announces Renewed Letter of Intent for Proposed Merger

Executive Summary

• Rush Rare Metals Corp. entered into a renewed Letter of Intent with Myriad Uranium Corp. to merge, whereby Myriad will acquire 100% of Rush’s common shares via a statutory plan of arrangement.
• The proposed exchange ratio is 1 Rush share for 0.5405 Myriad shares (or 1 Myriad share for every 1.85 Rush shares).
• Completion of the transaction is expected within 30 days of LOI execution, subject to shareholder, court and regulatory approvals; post‑closing, Rush will become a wholly‑owned subsidiary of Myriad and be delisted from the CSE.

Key Details

• Exchange Ratio: 1 Rush Share → 0.5405 Myriad Shares (equivalently, 1 Myriad Share for every 1.85 Rush Shares).
• Convertible Securities: All existing Rush convertible securities will be converted to rights to receive Myriad shares on the same exchange‑ratio basis.
• Spinco Creation: Rush will form “Rush Spinco” and transfer its Boxi Property (Quebec) into this subsidiary; Rush shareholders as of the effective date will receive shares in Rush Spinco.
• Option Agreement Background: Myriad earned a 75% interest in the Copper Mountain Uranium Project by spending > $5.5 M on eligible expenditures; Rush retains a 25% interest. The merger is intended to consolidate 100% ownership of the property under Myriad.
• Timeline: Parties will use commercially reasonable best efforts to negotiate and execute a definitive arrangement agreement within 30 days of LOI signing.
• Closing Conditions: Completion requires (i) execution of a definitive agreement, (ii) approval by Rush shareholders, (iii) approval by the British Columbia Supreme Court, and (iv) approval by the Canadian Securities Exchange (CSE). Myriad shareholder approval is not anticipated.
• Post‑Merger Status: Rush will become a wholly owned subsidiary of Myriad and be delisted from the CSE.
• Management Comment: CEO Peter Smith highlighted the strategic benefit of consolidating Copper Mountain ownership, expected positive market traction for Myriad, and potential additional value for Rush shareholders via the Spinco structure.

Notable Quotes

“This is a significant step we've been working toward… we fully expect the value of Myriad, and by extension any shares in Myrium ultimately held by Rush shareholders, to gain additional positive market traction and interest.” – Peter Smith, CEO, Rush Rare Metals Corp.