Myriad Uranium and Rush Rare Metals Execute Definitive Merger Agreement Pursuant to Which Myriad Will Acquire Rush

Executive Summary

• Myriad Uranium Corp. and Rush Rare Metals Corp. have entered into a definitive agreement to merge, with Myriad acquiring 100% of Rush’s outstanding shares via a statutory plan of arrangement.
• The transaction will be effected on an exchange ratio of 1 Rush share for 0.5405 Myriad shares (or 1 Myriad share for every 1.85 Rush shares), representing an estimated 18‑22 % premium to Rush shareholders based on recent market prices.
• Upon closing, Rush will become a wholly‑owned subsidiary of Myriad, be delimited from the CSE, and the combined entity will hold unified ownership of the Copper Mountain Uranium Project (75 % interest) plus Myriad’s Red Basin Project.

Key Details

• Exchange Ratio: 1 Rush Share → 0.5405 Myriad Shares (equivalently, 1 Myriad Share for every 1.85 Rush Shares).
• Premium: ~18 % based on C$0.425 (Myriad) vs. C$0.195 (Rush) closing price Jan 6 2026; ~22 % based on 20‑day VWAP prior to LOI execution.
• Additional Spinco Shares: Rush shareholders will receive one Rush Spinco share for each four Rush shares, in addition to Myriad shares.
• Spinco Funding: Rush will fund up to US$100,000 to support the formation/capitalization of Rush Spinco, which will hold the Boxi Property (Quebec).
• Closing Conditions: Subject to Rush shareholder approval, BC Supreme Court sanction, CSE clearance, and customary closing deliverables. No Myriad shareholder approval required.
• Post‑Merger Structure: Rush becomes a wholly‑owned subsidiary of Myriad; Rush shares will be delisted from the CSE.
• Fairness Opinions:
• Rush Special Committee engaged RwE Growth Partners for a fairness opinion to Rush shareholders.
• Myriad Special Committee engaged KPMG for a fairness opinion to Myriad shareholders. Both opinions are conditions to closing.
• Related Party Transaction: Certain Myriad directors/officers hold Rush securities; transaction exempt from MI 61‑101 valuation/minority approval thresholds (<25 % of market cap).
• Regulatory Exemptions: Securities issued in the merger will rely on Section 3(a)(10) of the U.S. Securities Act and applicable provincial exemptions; not a registered offering.
• Strategic Rationale: Unified 100 % ownership of Copper Mountain aims to eliminate split‑ownership discount, improve capital efficiency, simplify decision‑making, and unlock value for both projects (Copper Mountain & Red Basin).

Notable Quotes

• Thomas Lamb, CEO – Myriad: “Unifying 100 % ownership of the Copper Mountain Uranium Project is a clear value catalyst… improves capital efficiency and removes the structural discount of split ownership.”
• Pete Smith, CEO – Rush: “We expect the success story at Copper Mountain to continue… investments by both Rush and Myriad shareholders combined are in great hands going forward.”