Aero Energy, Urano Energy and Pegasus Resources Announce Closing of $10.5 Million Subscription Receipt Private Placement

Executive Summary

• Aero Energy Ltd., Urano Energy Corp., and Pegasus Resources Inc. closed a non‑brokered private placement of 26,249,999 subscription receipts at $0.40 each, raising $10.5 million in gross proceeds.
• The proceeds fund the court‑approved plan to combine the three companies into a new entity, Manhattan Uranium Discovery Corp. (ticker “MANU”), and will be used for uranium project advancement, repayment of Aero’s $1 M bridge loan to Urano, transaction costs, and working capital.
• Each subscription receipt will automatically convert into one Aero unit (one common share + one warrant exercisable at $0.60) upon escrow release; finder’s fees of $415,498 were paid with accompanying finder’s warrants issued.

Key Details

• Subscription Receipt Financing
• Quantity: 26,249,999 subscription receipts
• Price per receipt: $0.40
• Gross proceeds: $10,500,000

• Escrowed Funds held by escrow agent; release contingent on escrow conditions within 90 days of closing.

• Conversion Mechanics

• Upon satisfaction of escrow conditions, each receipt converts to one Aero “Unit” (1 common share + 1 warrant).

• Warrants exercisable at $0.60 per share until 31 Mar 2028.

• Finder’s Fees

• Cash fee: $415,498 paid to Eventus Capital Corp. and PowerOne Capital Markets Ltd. (finders).

• Finder’s warrants: 1,038,745 warrants issued at an exercise price of $0.40, exercisable until 31 Mar 2028.

• Use of Net Proceeds 1. Advance uranium project portfolio in North America.
  2. Repay Aero’s secured bridge loan to Urano (up to $1,000,000).
  3. Cover costs associated with completing the combination transactions.
  4. Provide working capital and general corporate purposes.

• Transaction Structure

• The financing supports a court‑approved plan of arrangement that merges Aero, Urano, and Pegasus into Manhattan Uranium Discovery Corp.

• Post‑combination, the new company will trade under symbol MANU.

• Contingency Provisions

• If escrow conditions are not met by the deadline or if Urano withdraws from its transaction, all subscription receipts will be cancelled and holders refunded the issue price plus any accrued interest/income.

• Any shortfall in escrowed funds beyond refunds is Aero’s responsibility to cover.

• Regulatory Notices

• The release does not constitute an offer or solicitation in the United States; securities are not registered under U.S. law.

Notable Quotes

(No direct CEO/President quotes were included in the release.)