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 separate plans of arrangement, creating “Manhattan Uranium Discovery Corp.” (ticker MANU).
• The combined entity will own a portfolio of 15 past‑producing uranium mines on 25 000+ acres in the U.S. plus high‑grade Athabasca Basin assets, positioning it as a leading North American pure‑uranium platform.
• Aero is launching two non‑brokered financings to fund the transactions and advance the combined company’s project portfolio: (i) up to $5 M via 12.5 M subscription receipts at $0.40 each; (ii) up to $1 M via 1.69 M flow‑through units at $0.59 each.

Key Details

• Transaction Structure
• Urano Transaction: Urano shareholders receive 0.2 Aero Shares per Urano Share → ~49.3 % ownership of MANU. Valuation ≈ $19 M (based on $0.094 VWAP). Closing expected late May 2026.
• Pegasus Transaction: Pegasus shareholders receive 0.133 Aero Shares per Pegasus Share → ~6.5 % ownership of MANU. Valuation ≈ $2.5 M (based on $0.063 share price). Closing expected late May 2026.

• Both transactions are separate BCBCA plans of arrangement; each requires ≥66⅔ % shareholder approval and applicable exchange approvals (TSXV, CSE).

• Ownership Post‑Combination

• Former Urano shareholders: ~49.2 %
• Former Pegasus shareholders: ~6.5 %

• Existing Aero shareholders: ~44.2 %

• Break Fees

• Urano to pay $450,000 if the agreement is terminated under certain conditions.

• Pegasus to pay $75,000 under similar circumstances.

• Bridge Loans

• Aero will provide Urano a secured bridge loan up to $1 M (7.5 % interest, pledged against Urano’s U.S. subsidiary shares).

• Aero will provide Pegasus a secured bridge loan up to $80,000 (7.5 % interest, pledged against Pegasus’ marketable securities).

• Financing – Aero Subscription Receipt Offering

• Up to 12,500,000 subscription receipts at $0.40 each → gross proceeds up to $5 M.
• Each receipt converts into one Aero Share + one warrant (exercise price $0.60, two‑year term).
• Net proceeds earmarked for: advancing uranium projects, repaying the Urano bridge loan, transaction costs, and working capital/general corporate purposes.

• Expected closing ≈ March 23 2026; subject to TSXV & other approvals.

• Financing – Aero Flow‑Through Unit Offering

• Up to 1,694,915 flow‑through units at $0.59 each → gross proceeds ≈ $1 M.
• Each unit = one flow‑through share + one warrant (exercise price $0.60, two‑year term).

• Proceeds directed to eligible Canadian exploration expenses qualifying as “flow‑through critical mineral mining expenditures” in Saskatchewan (to be renounced by Dec 31 2026).

• Strategic Rationale

• Creation of a premier North American pure‑uranium platform with 15 past‑producing mines and 25 underexplored properties.
• Combined technical team includes veterans from EnCore, Union Carbide, General Atomics, NexGen, Alpha Minerals.
• Expanded historical resource base to accelerate exploration/development toward production.

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

• Board & Management of MANU

• Chairman: William Sheriff (Urano)
• CEO: Galen McNamara (Aero)
• CFO: Carson Halliday
• VP Corporate Development: Christian Timmins (Pegasus)

• Additional directors: John Hamrick, Grace Marosits, Garrett Ainsworth.

• Legal & Litigation

• 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. No material financial impact quantified.

• Advisors

• Financial advisor to Aero: Eventus Capital Corp.
• Legal counsel: Forooghian + Company Law Corp. (Aero); Morton Law LLP (Urano & Pegasus).

Notable Quotes

“By bringing together complementary teams and assets, we believe this joint effort creates a stronger platform with greater scale and visibility in a market where uranium is increasingly strategic to North American energy security.” – William Sheriff, Executive Chairman, Urano

“Our board and management team bring decades of uranium discovery success… consolidating a complementary portfolio of high‑quality uranium assets, we can build scale, prioritize capital toward the best catalysts, and pursue a disciplined path to value creation.” – Galen McNamara, CEO, Aero

“We believe this transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning and enhancing the pathway to value creation.” – Christian Timmins, CEO, Pegasus

Materiality: Material – Positive (significant corporate restructuring, creation of a new publicly‑traded uranium platform, and sizable financing).