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 for Myriad to acquire 100% of Rush’s common shares via a statutory plan of arrangement, consolidating full ownership of the Copper Mountain Uranium Project.
• The transaction uses an exchange ratio of 1 Rush Share = 0.5405 Myriad Shares (or 1 Myriad Share per 1.85 Rush Shares), representing an estimated 18‑22% premium to Rush shareholders based on recent trading prices and VWAP.
• Additional consideration includes issuance of Rush Spinco shares (1 per 4 Rush Shares) and replacement of all Rush convertible securities with Myriad convertible securities, subject to customary closing conditions.

Key Details

• Transaction Structure: Statutory plan of arrangement; Myriad issues Myriad Shares to Rush shareholders in exchange for all outstanding Rush Shares.
• Exchange Ratio: 1 Rush Share → 0.5405 Myriad Shares (equivalently, 1 Myriad Share per 1.85 Rush Shares).
• Premium: Approximately 18% premium based on CSE closing price of C$0.425 (Myriad) and C$0.195 (Rush) on Jan 6 2026; ~22% premium using a 20‑day VWAP prior to LOI execution.
• Convertible Securities: All Rush convertible securities will be replaced with Myriad convertible securities, adjusted for the exchange ratio.
• Additional Spinco Consideration: Post‑closing, Rush shareholders receive one Rush Spinco share for every four Rush Shares held, in addition to Myriad Shares.
• Property Interests: The merger gives Myriad 100% ownership of Copper Mountain (Wyoming) and continues its 100% interest in the Red Basin Project (New Mexico).
• Option Agreement Background: Myriad has earned a 75% interest in Copper Mountain by incurring > US$5.5 million in eligible expenditures under an option agreement dated Oct 18 2023 (amended).
• Closing Conditions: Approval of Rush shareholders, British Columbia Supreme Court, CSE, and standard closing deliverables; no Myriad shareholder approval required.
• Post‑Merger Status: Rush will become a wholly owned subsidiary of Myriad and be delisted from the CSE.
• Fairness Opinions: Independent advisors (RwE Growth Partners for Rush; KPMG for Myriad) will provide fairness opinions, which are conditions to closing.
• Special Meeting: A special meeting of Rush shareholders to approve the arrangement is expected on or before May 2026; related voting/support agreements have been entered into by directors/officers and certain shareholders.
• Related Party Transaction: Certain Myriad directors/officers hold Rush securities; transaction exempt from MI 61‑101 valuation/minority approval thresholds (< 25% of Myriad market cap).

Notable Quotes

“Unifying 100% ownership of the Copper Mountain Uranium Project is a clear value catalyst for Myriad… improves capital efficiency and removes the structural discount of split ownership.” – Thomas Lamb, CEO, Myriad Uranium Corp.

“Hats off to Myriad … we expect the success story at Copper Mountain to continue.” – Peter Smith, CEO, Rush Rare Metals Corp.